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Exhibit 10.11.01
CHANGES AND/OR ADDITIONS TO THE EXHIBITS OF THE VPA
---------------------------------------------------
EXHIBIT A - PRODUCT AND PRICING SCHEDULE
The following product additions have been made to Group A:
- RailMill
- RailMill Options
- Arcadia
- Arcadia Interactive Analysis II Options
The following production addition has been made to Group B:
- AMPS
Replace Exhibit A, Product & Pricing Schedule, with the following two pages.
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EXHIBIT A
PRODUCT AND PRICING SCHEDULE
GROUP A
-------
PRODUCTS DESCRIPTION PRICE
- --------------------------------------- -------------------------------------- ---------
PathMill Static Timing Analysis [*]
TimeMill-AVO Dynamic, Event Driven Timing Simulator [*]
PowerMill Dynamic, Event Driven Power Simulator [*]
OPTIONS:
PM
PFX Programming and Formatting Extension [*]
DSX Dynamic Simulation Extension [*]
TM (ONLY)
BDC Block Delay Calculator [*]
TM/PWR
MSX Mixed Signal Extension [*]
BCX BICMOS Extension [*]
RAILMILL IC Reliability [*]
RAILMILL OPTIONS
CHV Chip Viewer [*]
MSX Mixed Signal Extension [*]
BCX BICMOS Extension [*]
ARCADIA R/C Extraction/Full Chip [*]
Interactive Analysis II [*]
ARCADIA INTERACTIVE ANALYSIS II OPTIONS
C2X Net by Net quasi 3D emp C [*]
BCX BICMOS Extension [*]
RAPH Raphael Interface [*]
LFDF LEF/DEF Interface [*]
INTERFACES
Mentor Falcon Framework Interface [*]
Powerview Powerview Interface [*]
TRANSLATORS
EDIF EDIF Netlist Reader [*]
LSIM LSIM Netlist Reader [*]
Verilog Verilog Netlist Reader [*]
VCD VCD Vector Reader [*]
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GROUP B
-------
AMPS Perf./Power Optimizer [*]
GROUP C
-------
OEM PRODUCT:
Vertue Co-Simulation [*]
SimWave Waveform display for viewing simulation vectors [*]
VTRAN Vector-Translator [*]
TurboWave Waveform display for viewing simulation vectors [*]
Rehosting Configuration Change [*]
SUPPORT SERVICES
[*] [*]
[*] [*]
[*]
[*] [*]
[*]
[*] [*]
See Exhibit C, Section IV for AMD Total Support Services Pricing Schedule
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EXHIBIT C - PURCHASE AND ACQUISITION SCHEDULE
II. PEAK DEMAND LICENSE REQUIREMENTS
Definition of Peak Demand License (PDL) Option:
Add the following paragraph after the second paragraph with:
"To further support AMD's design requirements and to establish a pattern of
usage leading to purchase of the Software Options available for each of the EPIC
Core Products, EPIC will provide a Peak Demand License (PDL) for each option of
EPIC software at the rate [*]. These licenses will be charged at [*]. These
licenses will be [*]. These licenses will expire no later than [*]."
1995 SOFTWARE PURCHASE FOR THE VPA
Replace the table title with "1996 SOFTWARE PURCHASE COMMITMENT FOR THE VPA
WOULD BE AS FOLLOWS" with:
1996 SOFTWARE PURCHASE COMMITMENT FOR THE VPA WOULD BE AS FOLLOWS:
PRODUCT/OPTION GROSS PRICE DISCOUNT NET PRICE
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
Purchase Total [*] [*]
On or before [*], AMD shall submit to EPIC a purchase order in the total amount
of [*] for these products: Arcadia Full Chip [*], Arcadia Interactive [*],
RailMill [*], and PathMill [*]. Further AMD shall submit to EPIC additional
purchase orders for delivery of additional products as follows:
PO Submittal Date PO Amount Products
- ----------------- --------- --------
[*] [*] [*]
[*] [*] [*]
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Thirty (30) days prior to any schedule shipment date, AMD may in its sole
discretion, upon written notice to EPIC, reconfigure its order to ensure
delivery of products which meet AMD's current requirements, provided the net
purchase order amounts set forth herein are maintained. Delivery per EPIC normal
delivery schedule.
IV. AMD SUPPORT SERVICES PRICING SCHEDULE
The last sentence of the last paragraph is replaced with the following:
"The software product maintenance will be charged at a rate of [*] for all new
purchases of EPIC written software after the initial order under the VPA with
exception of the following products which will be charged at [*]: RailMill and
RailMill Options, Arcadia, Arcadia Interactive Analysis II Options in Group A
and AMPS in Group B. All OEM products contained in Group C will be charged at
[*]."
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EXHIBIT D - AMD TOTAL SUPPORT SERVICE PROGRAM
III ON-SITE APPLICATIONS ENGINEERING SUPPORT
Replace with the following:
"EPIC will appoint an on-site Applications Engineer for both TX and CA
locations. During 1996 both Applications Engineers will be on location at AMD[*]
days each week. Duties of the AE are as follows:
[*]
[*]
[*]
[*]
[*]
[*]
IV TRAINING
As a part of the Total Support Program, AMD will be entitled to [*] Training
Credits for 1996. EPIC will provide monthly updates to AMD CTS Site Manager (or
designee) according to published schedule.
V ON-SITE METHODOLOGY CONSULTANT
Insert the following two sentences after the first sentence of Paragraph 1:
[*]
Replace the second paragraph with the following:
"The 1996 Support Program will include [*] weeks of the on-site consultant
defined above."
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EXHIBIT E - EPIC-AMD SINGAPORE PRICING
Add Exhibit E following Exhibit D. Exhibit E follows this page.
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EXHIBIT E
EPIC-AMD SINGAPORE PRICING
AMD has a design center located in Singapore and has a requirement for EPIC
product and services at this design center and is desirous of obtaining a high
caliber of support from EPIC.
EPIC utilizes a distributor in Singapore and has a resident application engineer
who is an EPIC employee. AMD can buy EPIC Software products directly from this
distributor.
This addendum covers the mechanism which will be used for AMD to acquire
software and support from EPIC in a manner consistent with the objective of
obtaining a high quality of support.
1. EPIC will honor the same [*] rates for software purchased in Singapore
as are in effect for the U.S.: [*]. [*]. The list prices for Singapore will
be [*] times the domestic list prices (Standard Singapore distributor list
prices are [*] times domestic U.S. prices).
2. Maintenance will be charged at a rate of [*] of the AMD Singapore list
price with the exception of the following which will be charged at [*]:
RailMill, RailMill Options, Acadia, Arcadia Interactive Analysis II Options
from Group A, and AMPS in Group B. All Group C products will be charged at
[*].
3. On-site AE assistance, training and consulting as defined in the domestic
VPA will be available to AMD Singapore at a rate of [*] times the domestic
prices for use of local Singapore resources.
4. Support, flown from California to Singapore, will also be available at a
rate of [*] times the domestic prices. In addition, AMD will cover the
cost of reasonable travel and per diem.
5. [*]
6. Requests for quotes for software and/or support services should be directed
to EPIC's Asian Director located in Sunnyvale. All POs related to license,
support and maintenance for Singapore should be directed to the EPIC Asian
Sales Director. Currently, this individual is Andy Huang.
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Both parties acknowledge that they have read this Addendum to the VPA,
understand it, and agree to be bound by its Terms and Conditions.
EPIC DESIGN TECHNOLOGY, INC. ADVANCED MICRO DEVICES, INC.
/s/Tammy Liu /s/ Pat Guerra
- ----------------------------------- -----------------------------------
Tammy Liu Pat Guerra
- ----------------------------------- -----------------------------------
CFO Director, Corporate Procurement
- ----------------------------------- -----------------------------------
Date: 5/09/96 Date:
------------------------------- -------------------------------
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AMENDMENT NO. 2
TO THE
AMD
VOLUME PURCHASE AGREEMENT
* * * * *
This Amendment No. 2 ("Amendment") by and between EPIC Design Technology, Inc.
("EPIC") and Advanced Micro Devices ("AMD") hereby amends the Volume Purchase
Agreement, No. AMD9598 dated January 1, 1995. This Amendment is effective as of
September 30, 1996 (the "Amendment Effective Date").
Therefore the parties hereby agree to amend the VPA as follows:
CHANGES AND/OR ADDITIONS TO THE EXHIBITS OF THE VPA
EXHIBIT A - PRODUCT AND PRICING SCHEDULE
The following product additions have been made to Group A:
- PathMill Option SFX
- PathMill Option PMGA
- PowerMill Option PWGA
- RailMill Option SNX
Replace Exhibit A, Product & Pricing Schedule, with the following two pages.
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EXHIBIT A
PRODUCT AND PRICING SCHEDULE
GROUP A
-------
PRODUCTS DESCRIPTION PRICE
- --------------------------------------- -------------------------------------- -----
PathMill Static Timing Analysis [*]
TimeMill Dynamic, Event Driven Timing Simulator [*]
PowerMill Dynamic, Event Driven Power Simulator [*]
PATHMILL OPTIONS:
SFX Synopsys Flow extension [*]
PFX Programming and Formatting extension [*]
DSX Dynamic Simulation Extension [*]
PMGA PathMill Graphical Analyst [*]
TIMEMILL OPTIONS
AVO Analog Voltage Output [*]
MSX Mixed Signal extension [*]
BCX BiCMOS extension [*]
BDC Block Delay Calculator [*]
POWERMILL OPTIONS
MSX Mixed Signal extension [*]
BCX BiCMOS extension [*]
PWGA PowerMill Graphical Analyst [*]
RAILMILL IC Reliability [*]
RAILMILL OPTIONS
CHV Chip Viewer [*]
MSX Mixed Signal extension [*]
BCX BiCMOS extension [*]
SNX Signal Net extension [*]
ARCADIA R/C Extraction
Full Chip [*]
Interactive Analysis II [*]
ARCADIA INTERACTIVE ANALYSIS II OPTIONS
C2X Net by Net quasi 3D emp C [*]
BCX BiCMOS Extension [*]
RAPH Raphael Interface [*]
LFDF LEF/DEF Interface [*]
INTERFACES
Mentor Falcon Framework Interface [*]
Powerview Powerview Interface [*]
TRANSLATORS
EDIF EDIF Netlist Reader [*]
LSIM LSIM Netlist Reader [*]
Verilog Verilog Netlist Reader [*]
VCD VCD Vector Reader [*]
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GROUP B
-------
AMPS Performance/Power Optimizer [*]
GROUP C
-------
OEM PRODUCT:
Vertue Co-Simulation [*]
SimWave Waveform display for viewing simulation vectors [*]
VTRAN Vector-Translator [*]
TurboWave Waveform display for viewing simulation vectors [*]
Rehosting Configuration Change [*]
SUPPORT SERVICES
[*] [*]
[*] [*]
[*]
[*] [*]
[*]
[*] [*]
See Exhibit C, Section IV for AMD Total Support Services Pricing Schedule
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EXHIBIT C - PURCHASE AND ACQUISITION SCHEDULE
II. PEAK DEMAND LICENSE REQUIREMENTS
Definition of Peak Demand License (PDL) option:
Add the following paragraphs:
EPIC will provide [*] PathMill, TimeMill and Arcadia and their associated
options for the K6 and K7 programs exclusively with the following commitment
criteria: AMD will pay a fee of [*] for access [*] and AMD will fund a PDL pool
of licenses for [*]. For a total commitment of [*]. This is the summary of the
commitment:
[*]
[*]
[*]
[*] option fee. This [*] use of the specified products is for
the term from [*] for the K6 or K8 programs (not concurrent) and [*], for
the K7 program. A condition for the [*] option and extension of the
term is [*]. [*] is defined as [*] for the term of the agreement.
K8 has the option of participating, but not concurrently with the K6 program.
This is a detailed list of the products covered under the [*] option.
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
License Ownership. Upon full payment to EPIC, AMD will own EPIC licenses
equivalent [*]. Products may include any EPIC
developed products in Group A of Exhibit A of the VPA. Not included are products
in Group B and Group C and products [*]
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[*]
PDL option fee. The PDL option fee will apply to all other groups outside of
those covered under the [*] and for all AMD groups on products
that are not specified in the unrestricted option.
Payment Schedules
[*] option fee. Shipment will consist of [*] of the defined
list of [*] products with a key duration of [*] for the respective
terms described in the "[*] option fee" section. Payment terms are net
30 days.
Payment Date Payment Amount
- ------------ --------------
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
PDL option pool. PDL option pool is invoiced monthly based on usage report
submitted by AMD.
Terms and conditions are covered under the AMD VPA Rev 1.8 and subsequent
addendums. This offer expires September 30, 1996 and must be accepted and
executed by AMD by September 30, 1996. [*] discount on cash payments on any part
of the offer made by September 30, 1996.
Both parties acknowledge that they have read this Addendum to the VPA,
understand it, and agree to be bound by its Terms and Conditions.
EPIC DESIGN TECHNOLOGY, INC. ADVANCED MICRO DEVICES, INC.
/s/John Yelinek /s/Pat Guerra
- ----------------------------------- ----------------------------------
John Yelinek Pat Guerra
- ----------------------------------- ----------------------------------
VP Domestic Sales Director, Corporate Procurement
- ----------------------------------- ----------------------------------
Date: 9/27/96 Date: 10/2/96
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