1
Exhibit 10.6
DEVELOPMENT CONTRACT
BETWEEN
AWARE, INC.
ONE MEMORIAL DRIVE
CAMBRIDGE, MA 02142
AND
ANALOG DEVICES, INC.
181 BALLARDVALE STREET
WILMINGTON, MA 01887
This contract is entered into as of the 25 day of September 1993 by and
between Aware, Inc. (hereinafter referred to as "AWARE") a corporation organized
and existing under the laws of Massachusetts, with offices in Cambridge,
Massachusetts and Analog Devices, Incorporated (hereinafter referred to as
"ADI") a corporation organized and existing under the laws of Massachusetts,
with offices in Wilmington, Massachusetts.
WHEREAS, ADI is about to engage in the business of providing products and
technology for Asymmetric Digital Subscriber Loop (ADSL) and related areas in
which equipment vendors will be provided with a transceiver solution compliant
with the T1E1.4 ADSL standard consisting of chipsets, requisite software
algorithms and hardware reference designs,
WHEREAS, AWARE is engaged in the business of providing system designs,
algorithms and software implementations for ADSL and related areas,
WHEREAS, AWARE desires to grant to ADI a license to certain of its
proprietary software, a copy of which is attached hereto and incorporated herein
(hereinafter referred to as the "LICENSE AGREEMENT")
-1-
2
WHEREAS, ADI desires that AWARE demonstrate the integration of its system
designs, algorithms and software on the ADI DSP chips, and
WHEREAS, ADI wishes to enable the building of a standard compliant discrete
multitone (DMT) ADSL transceiver which will support all data rates and functions
mandated in the T1E1.4 standard as of August 2, 1993, or as mutually agreed to
in future revisions using ADI DSP chips.
NOW, THEREFORE, the parties agree as follows:
1. ADI will pay a license fee and royalties to AWARE as set forth in the
License Agreement which is attached hereto and which is being executed
simultaneously herewith.
2. AWARE agrees to provide ADI with software that will operate ADI
microprocessors and implement all functions as specified in the ANSI TIE1.4
standard as of August 2, 1993 or as mutually agreed to in future revisions.
3. ADI will provide AWARE with development stations to program 21020, 21XX
and Z3/Z5 DSPs. These may be either ADI or third party products. They are to be
provided within seven (7) days of signing of this contract. Three development
stations for the 21020 and Z3 will be provided and two for the 21XX. A list of
specific development stations is set forth as Exhibit A which is attached hereto
and incorporated herein.
4. ADI will provide on site DSP programming assistance at Aware of one
person one month starting on or about September 1, 1993.
5. ADI will provide DSP engines for the prototype in the quantities
required by AWARE. AWARE will provide ADI with a delivery schedule three (3)
months prior to the desired date of delivery unless ADI indicates that said
engines are in inventory.
6. ADI is responsible for the delivery of an analog front end for the DMT
transceiver prototype. This must be delivered to
-2-
3
AWARE by December 1, 1993 for integration with the remaining (digital) prototype
functions. The analog front end must be capable of data rates up to 6 Mbps
downstream and 384 kbps upstream. Frequency division multiplexing will be used
to separate upstream and downstream data. In the event that the analog front end
is not capable of operating a required data rate, AWARE will not be responsible
for demonstrating the prototype at that data rate.
7. ADI will provide integrated semiconductor solutions to replace the DSP
engines as demanded by mutual customers of AWARE and ADI.
8. AWARE and ADI are actively seeking participants for an ADSL development
alliance. ADI agrees to pay AWARE 50% of Participation Fees within 10 days of
receipt of received fees. If ADI must refund any portion of the participation
fees, AWARE will refund 50% of that to ADI within ten (10) days of ADI's refund.
9. The timetable for the performance of the obligations of the parties
hereunder is as follows: Both parties acknowledge that the following milestones
will be attempted on a "best efforts basis". Failure to meet the milestones
shall not be deemed a breach of this Agreement.
PROJECT MILESTONES
Goal:
Prototype units by March 1, 1994. Shippable units
by July 1, 1994.
Project kickoff: August 10, 1993
Announcement to selected government agencies.
Week of August 16: Joint ADI/AWARE press
announcement on ADSL product development.
Milestone 1: September 1, 1993
Hardware platform selected for prototype development.
This will be an off-the-shelf board with ADI
microprocessors.
Specifications for steady state modules for transceiver
functions.
-3-
4
Coding underway:.
Modulating/demodulating transform
FIR time-domain equalizer
Milestone 2: October 1, 1993
Specification of modules complete
Coding of the following modules underway:
Digital Interface:
Reed Solomon codes
Interleaving
Data multiplexing
Steady state DSP functions
S/P converter
QAM encoder/decoder
Frequency domain equalizers
Synchronization symbol insertion
Timing recovery phase lock loop
Cyclic prefix insertion
Initialization functions
TDQ. training
Symbol synchronization
SNR evaluation
Bit allocation algorithm
Exchange algorithm
Debugging of the following modules underway:
Modulating/demodulating transform
FIR time domain equalizer
Milestone 3: November 1, 1993
Debugging underway (coding complete) of the following
modules:
Digital Interface:
Interleaving
-4-
5
Steady state DSP functions
S/P converter
QAM encoder/decoder
Frequency domain equalizers
Synchronization symbol insertion
Timing recovery phase lock loop
Cyclic prefix
Coding still in progress of modules:
Digital Interface:
Reed Solomon codes
Data multiplexing
Initialization functions
TDQ. training
Symbol synchronization
SNR evaluation
Bit allocation algorithm
Exchange algorithm
Milestone 4: December 1, 1993
Completion of coding for all modules (not all in real-time)
Plan for transition to first shippable units complete
Coding underway, some debugging of the following
modules:
Digital Interface:
Reed Solomon codes
Data multiplexing
Initialization functions
IDQ training
Symbol synchronization
SNR evaluation
Bit allocation algorithm
Exchange algorithm
Testing underway:
Steady state DSP operation
-5-
6
Milestone $: December 31, 1993
Real time demonstration of steady state operation.
Debugging continues for modules:
Initialization functions
TDQ training
Symbol synchronization
SNR evaluation
Bit allocation algorithm
Exchange algorithm
Testing underway for:
Steady state DSP testing continues
Some testing of initialization algorithms
Milestone 6: February 1, 1994
Real time demonstration and test of steady state
operation continues
Testing of initialization algorithms continues.
Debugging continues for some initialization functions
Milestone 7: March 1, 1994
Real time demonstration of prototype transceiver. This
will require the ADI A/D/A boards.
Some site testing underway (Ameritech and/or NYNEX)
NOTE 1: Studies of trellis coding and echo cancellation
algorithms will be performed in parallel with the above
tasks. These are optional transceiver functions in the
T1E1 standard.
NOTE 2: ADI agrees to have available Z3 DSP chips for
first shippable units. ADI shall exercise reasonable
commercial efforts to develop Z3 chips to meet currently
projected specifications. First shippable units are
expected by July 1, 1994. ADI agrees to make Z3 chips
available to AWARE 90 days prior to date of first
shippable unit availability.
-6-
7
10. AWARE will provide full support for its software including bug fixes
consistent with standard software industry practices for four years. Any
upgrades and enhancements of the software will be jointly considered by AWARE
and ADI as the need for them arises.
11. The parties will jointly visit ADSL customers as reasonably required.
12. The parties will be sufficiently represented at all T1E1.4 committee
meetings and will submit technical contributions as mutually agreed upon.
13. AWARE will be available for third party technical audits as requested
by ADI provided that it receives two weeks notice in advance of such audits.
14. The parties agree that this is an exclusive teaming arrangement joining
AWARE system designs, algorithms and software and ADI DSP platforms for the
T1E1.4 DMT standard ADSL transceiver. Neither party shall enter into competing
agreements with third parties unless the other party had defaulted in its
obligations hereunder or unless the license granted under the LICENSE AGREEMENT
becomes non-exclusive as provided therein.
15. ADI agrees to sell to AWARE up to 5% of the annual production of ADI
chipsets used for ADSL at market pricing.
16. It is understood and agreed that system designs, algorithms and
software developed by AWARE will be owned by AWARE and that chipsets developed
by ADI will be owned by ADI. Intellectual property created by AWARE or ADI shall
be the property of the company that created it. Intellectual property developed
jointly by AWARE and ADI shall be owned jointly by AWARE and ADI.
17. If AWARE, in its sole discretion, decides to sell a derivative work
based on the PROGRAM(s) as described in the LICENSE AGREEMENT and that
derivative work implements AWARE's discrete wavelet transform in place of the
Fourier Analysis utilized
-7-
8
in the PROGRAM(s), then AWARE will license this derivative work to ADI under
substantially the same terms as contained in the LICENSE AGREEMENT with the
following addition:
a. ADI will market the derivative work in a manner that allows AWARE to
collect a royalty above and beyond that in the LICENSE AGREEMENT from either the
end user or ADI.
18. This Agreement shall be construed, governed, interpreted and applied in
accordance with the laws of the Commonwealth of Massachusetts, USA, except that
questions affecting the construction and effect of any patent shall be
determined by the law of the country in which the patent was granted.
19. The parties hereto acknowledge that the Agreement and the LICENSE
AGREEMENT which is being executed simultaneously herewith sets forth the entire
Agreement and understanding of the parties hereto as to the subject matter
hereof, and shall not be subject to any change or modification except by the
execution of a written instrument subscribed to by the parties hereto.
20. No provision of the Agreement is intended to conflict with any law, and
the provisions should be construed in a manner that will uphold their validity.
In the event that any provision is found to be contrary to any law, it shall be
deemed unenforceable, and the parties or the court shall substitute a lawful
provision in its place which is equitable and which, to the extent possible,
reflects the original intent of the parties. Unless it would be inequitable to
do so, all other provisions of the Agreement shall remain in full force and
effect.
21. The failure of either party to assert a right hereunder or to insist
upon compliance with any term or condition of this agreement shall not
constitute a waiver of that right or excuse a similar subsequent failure to
perform any such term or condition by the other party.
-8-
9
22. In no event shall either party be liable for special, incidental or
consequential damages due to any cause whatsoever. No suit or action shall be
brought against one party by the other more than one year after the related
cause of action has accrued. In no event shall the accrued total liability of
any party from any lawsuit, claim, warranty or indemnity exceed the aggregate
sum paid by ADI to AWARE under the License Agreement by and between AWARE and
ADI of even date.
IN WITNESS WHEREOF, the parties duly execute this Agreement the day and
year set forth below.
/s/ Howard L. Resnikoff Date: 25 Septembr, 1993
- ---------------------------------- -------------------------
Howard L. Resnikoff
Chief Executive Officer
Aware, Inc.
/s/ Robert P. McAdam Date: 9/24/93
- ---------------------------------- -------------------------
Robert P. McAdam
Analog Devices, Inc.
Vice President
-9-
10
Amendment to Development Contract
Between
Aware and Analog Devices
Dated 25 September 1993
By agreement of the parties hereto this amendment hereby modifies the
DEVELOPMENT CONTRACT between Aware, Inc. and Analog Devices, Inc., dated 25
September 1993, a copy of which is attached, as set forth below.
WHEREAS, ADI is about to engage in the business of providing "products and
technology for data and voice services over fiber, coax and hybrid fiber/coax
networks" (HEREINAFTER REFERRED TO AS "HFC") with a transceiver solution
utilizing multicarrier technology and consisting of ASIC and programmable
chipsets, baseband and RF components, requisite software, system and hardware
reference designs,
WHEREAS, Aware is engaged in the business of providing system designs,
algorithms and software implementations for HFC,
WHEREAS Aware desires to grant ADI a license to use certain of its system
designs, algorithms and proprietary software, a copy of which is attached hereto
and incorporated herein (hereinafter referred to as the "AMENDMENT TO THE
LICENSE AGREEMENT")
WHEREAS, ADI desires that Aware integrate certain system designs, algorithms and
software on ADI DSP chips and that Aware provide system design and algorithms
descriptions for ADI's ASIC chip developments, and
WHEREAS ADI wishes to enable the building of HFC using ADI ASICs, DSP and analog
chips.
WHEREAS ADI and AWARE desire to make HFC defacto standards and will jointly work
towards this.
NOW, THEREFORE, the parties agree to amend the DEVELOPMENT CONTRACT of 25
September 1993 by the addition of the following sections:
23. For HFC ADI will pay Aware a license fee and royalties to Aware as set in
the AMENDMENT to LICENSE AGREEMENT, which is attached hereto and is being
executed simultaneously herewith.
24. Aware agrees to provide ADI with software, system designs and algorithms
that will operate on ADI DSPs and enable the development of ADI ASICs to
implement HFC.
25. In the event that ADI and Aware seek participants for an HFC Alliance or
development program, AD! and Aware shall share any fees equally. The party
receiving
1
11
any fees associated with joining said alliance or development program shall pay
50% to the other party within 10 days of receiving such fees.
26. Timetable.
Both parties acknowledge that the following milestones will be attempted on a
best efforts basis. Failure to meet milestones will not be considered a breach
of this Agreement.
Project Milestones:
Milestone 1: June 1, 1994
Project Kickoff.
Milestone 2: July 1, 1994
Preliminary digital subsection system design complete
Algorithm definitions for ADI ASIC complete
Milestone 3: August 1, 1994
Steady state table-top demonstration of digital section
- Head-end to multiple H-ISUs
Milestone 4: November 1, 1994
Fully functional table top demonstration of digital section
- hands-off ranging functionality, etc.
- integrated with existing analog system
- M-ISU functions (96 channels, order wire plus 86 DS0+)
Full system design and algorithm specification for ADI ASIC.
27. The parties will jointly visit appropriate customers as reasonably required.
28. The parties agree that this is an exclusive teaming agreement joining AWARE
system designs, algorithms and software and ADI ASIC, DSP and analog components
for HFC. Neither party shall enter into competing agreements with third parties
unless the other party had defaulted in its obligations hereunder or unless the
license granted under the AMENDMENT TO LICENSE AGREEMENT becomes non-exclusive
as provided therein.
29. ADI agrees to sell to Aware 5% of the annual production of ADI HFC PRODUCTS
at market pricing.
30. Aware agrees that in the event the technology developed under this program
and owned by Aware becomes a standard for HFC then Aware will license that
technology on fair, equitable and non-discriminatory terms. Similarly, ADI
agrees that in the event the technology developed under this program and owned
by ADI becomes a standard for HFC then ADI will license that technology on fair,
equitable and non-discriminatory terms.
2
12
Except as herein modified, the terms and conditions of the original DEVELOPMENT
CONTRACT are unchanged and in full force and effect.
In witness whereof, the parties duly execute this agreement the day and year set
forth below.
/s/ Howard L. Resnikoff Dated: 10 June 1994
- ---------------------------- -------------------
Howard L. Resnikoff
Aware, Inc.
/s/ Russell Johnsen Dated: June 28, 1994
- ---------------------------- -------------------
Russell Johnsen
Analog Devices, Inc
3
13
Second Amendment to Development Contract
Between Aware and Analog Devices
By agreement of the parties hereto this amendment hereby modifies the
DEVELOPMENT CONTRACT between Aware, Inc. and Analog Devices, Inc: dated 25
September 1993, a copy of which is attached, as set forth below:
WHEREAS, ADI and Aware are about to engage in the business of providing
"products and technology for Very High Speed ADSL (VDSL) transmission
technologies utilized in Fiber to the Curb (FTTC) and Switched Digital Video
(SDV) for the delivery of voice, data and video over networks that use a hybrid
of fiber and copper wire twisted pair" (HEREINAFTER REFERRED TO AS "VDSL").
Products will include transceiver solutions utilizing a variety of modulation
technologies including QAM, CAP, QPSK, DMT and DWMT and could consist of DSP's,
ASIC's, baseband analog and IF/RF components and firmware.
WHEREAS, Aware is engaged in the business of providing system designs,
algorithms and software implementations for telecommunications.
WHEREAS, ADI and Aware desire to codevelop transceiver chips and chip sets for
VDSL.
WHEREAS, Aware desires to grant ADI a license to use certain of its system
designs, algorithms and software, a copy of which is attached hereto and
incorporated herein (HEREINAFTER REFERRED TO AS THE "AMENDMENT TO THE LICENSE
AGREEMENT").
WHEREAS ADI desires that Aware integrate certain system designs, algorithms and
software on ADI DSP chips and that Aware provide system design and algorithm
descriptions for ADI's ASIC chip developments,
Now, THEREFORE, the parties agree to amend the DEVELOPMENT CONTRACT of 25
September 1993 by the addition of the following sections:
31. For the development of VDSL, ADI will pay Aware a license fee and royalties
as set forth in the AMENDMENT TO THE LICENSE AGREEMENT, which is attached hereto
and is being executed simultaneously herewith.
32. Aware agrees to provide ADI with all software, system designs and algorithms
necessary to jointly develop prototypes and support production integrated
circuits for ADSL and VDSL. Aware and ADI shall provide each
1
14
other with all pertinent system simulations in a format (e.g. source code and
hardcopy) that is immediately usable to the other party.
33. In the event that ADI and Aware seek participants and lead users for the
VDSL development effort which result in the payment of NRE, ADI and Aware shall
share any received fees equally. It is understood at this time that the goal of
this effort is not to charge fees for lead users unless said users required
custom software or integrated circuits.
34. Timetable.
MILESTONE 1: Prototype Design/System Design 10/95
MILESTONE 2: Chipset Spec 12/95
MILESTONE 3: Prototype Complete 2/96
MILESTONE 4: Chipset Software Spec 3/96
MILESTONE 5: Chipset Design (Tapeout) 6/96
MILESTONE 6: Chipset Samples 9/96
MILESTONE 7: Chipset release 1/97
The above timetable is preliminary. Aware and Analog Devices will mutually agree
upon a Final Timetable by November 15, 1995. This will include a detailed
description of each milestone with designation of responsibility to Aware and/or
Analog Devices as appropriate.
If either ADI or Aware misses any of the milestones in the above timetable by
more than 12 months, then either ADI or Aware may convert the exclusive license
granted under Section 2 of the AMENDMENT TO THE LICENSE AGREEMENT to a
non-exclusive license.
35. The parties agree that this is an exclusive teaming agreement joining Aware
system designs, algorithms and software with ADI DSP and integrated circuits for
ADSL and VDSL being developed by the ADI Division responsible for broadband
communications (currently this is the responsibility of the Communications
Division). Neither party shall enter into a competing agreement with third
parties unless the other party had defaulted in its obligations hereunder or
unless the license granted under the AMENDMENT TO LICENSE AGREEMENT becomes
non-exclusive as provided herein.
36. Both parties acknowledge that at any time ADI may enter into a similar
agreement with a provider of single carrier modulation technology such as
CAP, QAM, and/or QPSK for this application. If this occurs it will not be in
violation of para. 35.
2
15
37. Aware acknowledges that at any time, ADI may have to hire, contact or
acquire third party developers and consultants to complete the work for this
contract, In that event, Aware will agree to work openly with said third
parties. If necessary, appropriate confidentiality and Non-Disclosure Agreements
will be mutually executed between said third parties and Aware.
38. Both parties agrees that in the event the technology developed under this
program and owned by the parties becomes a standard for VDSL then each party
will license to third parties that technology on a fair, equitable and
non-discriminatory basis.
39. ADI agrees to sell Aware up to 5% of the annual production of ADI chipsets
used for VDSL at market prices.
40. ADI and Aware agree to allow one another to review patents applications that
are relevant to VDSL before they are filed.
In witness whereof, the parties duly execute this agreement the day and year set
forth below.
/s/ James Bender Dated:
- ---------------------------
James Bender
CEO and President
Aware, Inc.
/s/ Russell Johnsen
- ---------------------------- Dated: September 26, 1995
Russell Johnsen
Vice President & General Manager
Communications Division
Analog Devices, Inc.
3
16
APPENDIX 2 TO LICENSE AGREEMENT BETWEEN AWARE AND ANALOG
DEVICES, INC.
DATED SEPTEMBER 1993 AND EFFECTIVE AS OF THIS 26TH DAY OF
SEPTEMBER 1995.
This Appendix 2 is intended to express the license rights and responsibilities
of the parties to intellectual property described and to be developed under a
certain SECOND AMENDMENT TO DEVELOPMENT CONTRACT dated as of the date of this
Appendix 2. The following provisions are not in substitution of any similarly
numbered provisions of the License Agreement but shall be deemed specific to the
intellectual property produced pursuant to the terms of the SECOND AMENDMENT TO
DEVELOPMENT CONTRACT.
1.11 "PROGRAMS" shall mean the SOFTWARE developed by Aware (and all associated
documentation) pursuant to the SECOND AMENDMENT TO THE DEVELOPMENT CONTRACT.
1.12 The term "LICENSED PRODUCTS" is amended to include all ADI products for the
FIELDS OF USE (ADSL or VDSL) being developed by the ADI Division responsible for
broadband communications (currently this is the responsibility of the
Communications Division), including digital and analog chips for ADSL or VDSL
(whether or not such chips incorporate the PROGRAMS or any part thereof.)
1.13 "FIELD OF USE" shall mean "products and technology for data, voice and
video services over copper VDSL, VADSL, BDSL or other copper technologies used
in Fiber to the Curb, Switched Digital Video, Fiber to the Building and Fiber to
the Home architectures" (HEREINAFTER REFERRED TO AS "VDSL").
In the ROYALTY Section:
3.5 For the VDSL rights, privileges and license granted hereunder, ADI shall pay
a license fee and royalties to Aware in the manner hereinafter provided or until
this agreement is terminated.
a. A license fee of $[redact] payable as follows:
$[redact] upon execution of this agreement.
1
17
[redact] upon completion of the system design and chip
set specification (MILESTONES I, 2 and 4 in SECOND
AMENDMENT TO DEVELOPMENT AGREEMENT).
b. Royalty payment shall be based on the net selling price of the .VDSL LICENSED
PRODUCTS and shall be calculated as follows:
c. [redact] of the net selling price. Net selling price is defined as the
selling price less any license fees paid to any other valid patent holder. Chips
included in the calculation are all chips developed by and sold by ADI for this
application.
To maintain the exclusive license, for Calendar years 1996 (CY1996) and 1997
(CY1997), ADI shall make prepaid royalty payments as follows:
For CY1996:
[redact] payable by 12/31/95. 50% of this payment applies towards
VDSL LICENSED PRODUCTS sold by ADI in CY 1996.The remaining 50%
applies toward VDSL LICENSED PRODUCT sold by ADI in CY 1997.
For CY1997:
[redact]
For CY 1998:
[redact] payable by 12/31/1997.
2
18
These are prepaid royalties. In the event that royalties due Aware exceed this
amount ADI will start making payments quarterly based on the amount of royalties
due Aware above and beyond the prepaid amount.
In addition, to maintain the exclusive license, ADI shall make minimum calendar
year royalty payments equal to royalties due on [redact] of the available
non-captive market for VDSL transceivers based on the Aware/ADI approach. The
balance of the minimum royalty payments shall be due on the 31st of December of
each year.
Payment shall be made net 30 days from the above dates. If a payment is not made
exclusivity granted under Section 2 will end one calendar year from the date of
the last payment.
If ADI can show that a royalty of [redact] does not allow it to compete in the
marketplace then reducing the royalty rate shall be discussed. ADI and AWARE
will engage in good faith negotiations to determine the new royalty rate. Proof
will be in the form of a Full factory cost calculation and market based selling
prices. Full factory cost shall be based on industry standard practices. ADI
agrees to provide Aware with the necessary information and formulae used in the
calculation.
Additionally, as the market develops ADI and Aware jointly may desire to forward
price early generation chip sets to gain market penetration. In this event ADI
will reduce the selling price and Aware will reduce their royalty rate as
appropriate and equitable.
Furthermore, ADI and Aware agree that success in this market may require ADI and
Aware to develop multiple generations of the chip set and variations and
customizations of the base technology. "Base technology" is defined as the VDSL
technology implemented by Aware and ADI under the SECOND AMENDMENT TO THE
DEVELOPMENT CONTRACT.
In the event that Aware chooses, at its discretion, not to assist ADI in cost
reductions and customizations the royalty payment will be reduced by [redact] or
to [redact] whichever is lower and not go below [redact]. In the event that ADI
customizes beyond the base technology without any material involvement by Aware,
the royalty rate will not be reduced but will be based on the proportion of the
chip set, as measured by die area, that incorporates the base codeveloped
functionality. ADI will notify Aware, in writing, of its intention to perform
the aforementioned cost reductions
3
19
and customizations. Aware will have 45 days to respond and choose to assist or
not to assist ADI.
In the event that ADI does not make the minimum royalty payments, AWARE or ADI
may convert the exclusive license granted for VDSL under section 2.1 to a
non-exclusive license. In the event that the exclusive license is changed to a
non-exclusive licenses, AWARE will not license any other party under terms more
favorable than those given to ADI. In the event that any other party or parties
must be granted a license, such as if the technology becomes a standard or a
large customer requires a second source, the previous clause applies and Aware
shall pay ADI 17.57 of all license fee and royalty payments.
Regarding REPRESENTATIONS AND WARRANTIES of Aware and indemnity for INFRINGEMENT
(Sections 4 and 8 of the LICENSE AGREEMENT), the parties understand and agree
that it may be necessary for ADI to obtain licenses from others to enable ADI to
make, use and sell the LICENSED PRODUCTS.
In witness whereof. the parties duly execute this agreement the day and year set
forth below.
/s/ James Bender Dated: September 26, 1995
- --------------------------------- --------------------
James Bender
CEO and President
Aware, Inc.
/s/ Russell Johnsen Dated: September 26, 1995
- --------------------------------- --------------------
Russell Johnsen
Vice President & General Manager
Communications Division
Analog Devices, Inc.
4