Exhibit 10.13
MEMORANDUM OF UNDERSTANDING
FOR
CUSTOM TOUCH-TM- 1T-SRAM-TM- MEMORY COMPILER
FOR TSMC 0.18 ohms microns & 0.15 ohms microns LOGIC PROCESSES
This Memorandum of Understanding (the "MOU") is entered into and effective as of
the date of the last signature below ("Effective Date") by and between Taiwan
Semiconductor Manufacturing Co., Ltd., a company duly incorporated under the
laws of the Republic of China ("ROC"), having its principal place of business at
No. 121, Park Avenue 3, Science Based Industrial Park, Hsin-Chu, Taiwan, ROC
("TSMC"), Monolithic System Technology Incorporated, a company duly incorporated
under the laws of the State of California, USA, having its principal place of
business at 1020 Stewart Drive, Sunnyvale, CA 94086 USA ("MoSys"), and Virage
Logic Corporation, a company duly incorporated under the laws of the State of
California, USA, having its principal place of business at 46501 Landing
Parkway, Fremont, CA 94538 USA ("Virage").
PURPOSE
This MOU is to set forth parameters for an agreement for MoSys and Virage to
develop a Custom Touch-TM- 1T-SRAM-TM- memory compiler (the "Compiler") for
TSMC's 0.18 ohms microns and 0.15 ohms microns standard logic semiconductor
processes to be jointly marketed by all parties and sold to TSMC customers by
MoSys and Virage.
TERM
This MOU is in place only as long as it takes the three parties to establish a
definitive agreement ("Definitive Agreement") covering the terms and conditions
of establishing and licensing the Compiler, but in no event longer than one (1)
year. TSMC may terminate this MOU at any time in the event there is a
technological reason why the Compiler does not provide the functionality agreed
to in the Compiler Statement of Work ("SOW") as defined herein.
Following the signature of this MOU, all parties shall use good faith efforts to
conclude a definitive agreement within sixty (60) days of the signature of this
MOU.
CONSIDERATION
TSMC shall share the cost of the development of the Compiler with MoSys and
Virage in consideration for developing the Compiler for TSMC's 0.18 ohms
microns process prior to any one else which would provide an advantage to
TSMC and its customers in the access to the Compiler. TSMC agrees to pay
< omitted pursuant to a request for confidential treatment as filed with the
SEC > US dollars, excluding any taxes and withholdings, for the Development of
the Compiler to MoSys and Virage jointly.
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TSMC and MoSys shall amend the agreement executed between them dated March 31,
1999 to incorporate wafer-based running royalties for the compiled instances. It
is the intent of TSMC and MoSys to amend their agreement prior to the execution
of the Definitive Agreement.
TSMC and Virage agree that the Compiler and the resulting instances shall be
considered as "0.18 ohms microns Licensed Products" and thus covered under
TSMC's Pay-for-Performance program as detailed in the Development and
Licensing Agreement executed between them on March 3, 1999.
In consideration for the cost sharing amount paid by TSMC, MoSys and Virage
agree to provide the Compiler for the 0.15 ohms microns process to TSMC
before any other foundry customer so long as TSMC has provided the said
process in a timely manner. Such development shall be free of charge to TSMC
from either MoSys or Virage provided that at least five (5) TSMC 0.18 ohms
microns customers purchase the Compiler from either MoSys and/or Virage for
use in their chip development. TSMC understands that the free of charge
development of the Compiler for the 0.15 ohms microns process does not
necessarily mean no charge for future cost sharing of future process
generations.
PRODUCT
MoSys and Virage shall jointly develop the Compiler initially for TSMC's 0.18
ohms microns standard process that is not low voltage. The Compiler shall be
developed in accordance with the SOW which shall be agreed to by all parties,
and shall be updated from time to time by mutual agreement of all parties.
MoSys and Virage shall engineer the Compiler such that instances generated
include BIST, redundancy and fuse programming to ensure high yield and density.
MoSys and Virage shall provide the plans for all DFT planned such as BIST and
diagnostics.
The schedule for the Compiler development project shall be in accordance with
the SOW. The current date for the start of the development is intended to be
2 weeks after receipt of cost sharing purchase order from TSMC. TSMC shall
issue the cost sharing purchase order to Virage in a timely manner from the
date of full execution of this MOU. The front-end view and GDS availability
dates are to be determined during the schedule development.
JOINT MARKETING ACTIVITIES
TSMC, MoSys and Virage agree to perform joint marketing activities to promote
the relationship and the Compiler established by this MOU. Each entity shall
be financially responsible for its own marketing activities and all such
activities must be pre-approved by the other two entities prior launching of
such activities. The activities shall include, but not be limited to, the
following:
a) A joint press release that announces the established partnership
and planned Compiler, published after signature of this MOU by all
parties and the issuance of a purchase order for the cost sharing
amount by TSMC to MoSys and/or Virage;
b) Joint sales activities with TSMC by MoSys and Virage, to determine
customers for the Compiler;
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
c) Quarterly technology reviews to inform all parties of subsequent
technology developments that could lead to the modification of the
product established under this agreement, or to additional
products developed by and/or for the parties; and
d) Advertisement of the Compiler in the list of off-the-shelf
components by both MoSys and Virage, including published
datasheets to be used by both companies in the selling of the
compiler
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed in triplicate on their behalf by their duly authorized officers and
representatives on the date first given above.
TAIWAN SEMICONDUCTOR
MANUFACTURING CO., LTD.
___________________________________
Mike Pawlik
Vice President, Corporate Marketing
MOSYS INCORPORATED VIRAGE LOGIC CORPORATION
_______________________________ _______________________________
Fu-Chieh Hsu Adam Kablanian
Chairman, President & CEO President & CEO
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