Exhibit 10.5
DSP CEVA, INC. TECHNOLOGY TRANSFER AGREEMENT
This DSP Ceva Technology Transfer Agreement (this "Agreement"), effective as
of November 1, 2002 (the "Effective Date"), is entered into by and between Ceva,
Inc. ("Ceva"), a Delaware corporation, and DSP Ceva, Inc. ("DSP Ceva"), a
Delaware corporation and a wholly owned subsidiary of Ceva.
RECITALS
A. Ceva has received from DSP Group, Inc. ("DSPGI") certain assets and
rights related to developing and licensing digital signal processing cores, and
has assumed certain related obligations, pursuant to the Ceva, Inc. Technology
Transfer Agreement between DSPGI and Ceva dated November 1, 2002 ("DSPGI
Agreement")
B. Ceva desires to assign and transfer such assets, rights, and obligations
and DSP Ceva desires to and assume such assets, rights, and obligations from
Ceva, in accordance with the terms and conditions set forth herein.
AGREEMENTS
Now, therefore, in consideration of the mutual covenants and the other terms
and conditions contained herein, the parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
In addition to the capitalized terms defined elsewhere in this Agreement,
the following terms shall have the following meanings:
SECTION 1.1. Party or Parties. "Party" or "Parties" shall mean DSP Ceva
and/or Ceva, as applicable, including their respective permitted successors and
assigns.
SECTION 1.2. Transferred Assets. "Transferred Assets" small mean all
assets, contracts and intellectual property rights assigned and transferred to
Ceva by DSPGI under the DSPGI Agreement.
SECTION 1.3. Other Terms. Except as expressly defined or otherwise modified
herein, all capitalized terms in this Agreement shall have the same meanings as
set forth in the DSPGI Agreement.
ARTICLE II.
ASSIGNMENT OF DSPGI AGREEMENT
SECTION 2.1. Assignment of DSPGI Agreement. Ceva hereby assigns and
transfers the DSPGI Agreement and all rights and obligations thereunder to DSP
Ceva and DSP Ceva accepts such assignment and transfer. Ceva agrees to assume
and shall assume all of the rights and obligations of Ceva set forth in the
DSPGI Agreement, and DSP Ceva agrees to be bound and shall be bound by all the
terms and conditions of the DSPGI Agreement as if DSP Ceva were an original
party thereto. Assumption of the DSPGI Agreement by DSP Ceva will not affect
Ceva's obligations thereunder.
SECTION 2.2. Transfer of Assets. Ceva hereby irrevocably assigns and
transfers to DSP Ceva, all of its right, title and interest throughout the
world in and to the Transferred Assets.
SECTION 2.3. Delivery. Upon the Effective Date, Ceva shall deliver to DSP
Ceva (a) the tangible Other Transferable Assets, and (b) the copies of tangible
embodiments of the Transferable Licensing IP, Third Party Licenses, employment
agreements of Transferred Employees, intangible Other Transferable Assets, and
Other Contracts, in each case as received from DSPGI.
SECTION 2.4. No Additional Delivery Obligation. The Parties hereby
acknowledge and agree that all Transferred Assets assigned or transferred
hereunder will be transferred to DSP Ceva from Ceva and that the Transferring
Entities have no additional obligation (other than the obligation to deliver
such assets to Ceva in accordance with the DSPGI Agreement) to deliver any
Transferred Assets directly to DSP Ceva hereunder.
SECTION 2.5. Further Assurances. At any time and from time to time after
the Effective Date, at the request of a Party, the other Party shall execute
and deliver such written instruments and extend such other cooperation as may
be necessary in the reasonable opinion of the other Party to effect, evidence,
record or perfect any of the assignments, transfers and other rights set forth
in this Agreement, including execution and acknowledgement of assignments and
other instruments.
ARTICLE III.
MISCELLANEOUS
SECTION 3.1. Relationship of Parties. Nothing contained in this Agreement
shall be deemed to constitute either Party or any of its Affiliates the
partner, agent, or legal representative of the other Party or its Affiliates or
to create any fiduciary relationship for any purpose whatsoever. Except as
otherwise specifically provided in this Agreement, nothing in this Agreement
shall confer on either Party or any of its Affiliates any authority to act for,
bind, or create or assume any obligation or responsibility on behalf of the
other Party or its Affiliates.
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SECTION 3.2. Notices. All notices provided pursuant to this Agreement shall
be delivered by personal delivery, overnight courier, or facsimile, and shall
be deemed effective on the date on which delivery to the intended recipient of
the notice was accomplished. Such notices shall be delivered to the following
addresses:
If to Ceva: If to DSP Ceva:
SECTION 3.3. Choice of Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of Delaware
(other than as to its laws of arbitration which shall be governed under the
Arbitration Act (as defined in the Separation Agreement) or other applicable
federal law pursuant to Section 8.10 of the Separation Agreement), irrespective
of the choice of laws principles of the State of Delaware, as to all matters,
including matters of validity, construction, effect, enforceability,
performance and remedies. Any dispute by either Party arising out of or
relating to this Agreement be finally settled in accordance with the procedures
and terms set forth in Article VIII of the Separation Agreement.
SECTION 3.4. Entire Agreement. This Agreement constitutes the entire
agreement between the Parties pertaining to the subject matter hereof and
supersedes all previous communications, agreements, and understandings between
the Parties relating to the subject matter hereof. Neither Party has entered
into this Agreement in reliance upon any representation, warranty, or
undertaking of the other Party that is not set out or referred to in this
Agreement. If there is a conflict between this Agreement and the Separation and
Distribution Agreement, the terms of this Agreement will govern
SECTION 3.5. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be held to
be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.
SECTION 3.6. Headings. The section or other headings herein are inserted
only for convenience and ease of reference and are not to be considered in the
construction or interpretation of any provision of this Agreement. Unless
otherwise stated, references to Sections herein are references to Sections
hereof.
SECTION 3.7. Amendments; Waivers. This Agreement may be amended, and the
taking of any action required hereunder may be waived, by the written consent
of each Party at the time such amendment or waiver is sought. No such waiver
shall operate as a waiver of, or estoppel with respect to, any other action. No
failure to exercise, and no delay in exercising, any right, remedy, or power
hereunder shall operate as a waiver thereof, nor shall single or partial
exercise of any right, remedy, or power hereunder
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preclude any other or further exercise thereof or the exercise of any other
right, remedy, or power provided herein or by law or at equity. The waiver of
the time for performance of any act or condition hereunder does not constitute
a waiver of the act or condition itself.
SECTION 3.8. Successors; No Assignment. Each Party agrees that it will not
assign, sell, delegate, or otherwise transfer, whether voluntarily or
involuntarily, any right or obligation under this Agreement, provided, however,
that either Party ("Assigning Party") may assign, sell, delegate and otherwise
transfer this Agreement, together with all of the Assigning Party's rights and
obligations hereunder without such approval in connection with a merger,
reorganization, reincorporation into another state, or sale of all, or
substantially all, of such Party's business and assets relating to this
Agreement, if the assignee agrees to be bound by all of the terms and
conditions of this Agreement to the same extent as the Assigning Party. Any
purported assignment, sale, delegation or other transfer in violation of this
Section 3.8 shall be null and void. Subject to the foregoing limits on
assignment and delegation, this Agreement shall be binding upon and shall inure
to the benefit of the Parties and their respective successors and assigns.
SECTION 3.9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same Agreement.
SECTION 3.10. Recovery of Costs and Attorney's Fees. In any legal action,
or other proceeding brought to enforce or interpret the terms of this
Agreement, the substantially prevailing Party shall be entitled to reasonable
attorney's fees and any other costs incurred in that proceeding in addition to
any other relief to which it is entitled.
SECTION 3.11. Third Party Beneficiaries. The provisions of this Agreement
are solely for the benefit of the Parties (including their permitted successors
and assigns), and not for the benefit of any Third Party, except that DSPGI
shall be a beneficiary of DSP Ceva's agreement to be bound by the terms and
conditions of the DSPGI Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized Representatives as of the day and year first written
above.
CEVA, INC. DSP CEVA, INC.
By: /s/ Yaniv Arieli By: /s/ Gideon Wertheizer
-------------------------------- ----------------------------------
Yaniv Arieli Gideon Wertheizer
Chief Financial Officer Chief Executive Officer
Date _____________________________ Date _______________________________
Consent of DSP Group, Inc.
DSP Group, Inc. hereby consents and agrees to this Agreement and all
assignments and transfers contemplated hereunder.
Acknowledged and agreed:
DSP GROUP, INC.
By: /s/ Eliyahu Ayalon
--------------------------------
Eliyahu Ayalon
Chief Executive Officer
Date_______________________________
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