TI/IAT
Agreement #MSCI10850
Page 1 of 2
05/21/97
AMENDMENT NO. 1
BETWEEN
TEXAS INSTRUMENTS INCORPORATED
AND
IAT AG
WHEREAS, TEXAS INSTRUMENTS INCORPORATED with its offices located at 8505
Forest Lane, Dallas, Texas 75243 ("TI" herein) and IAT AG with offices
located at Geschaeftschaus Wasserschloss Aarestrasse 17, 5300
Vogelsang-Turgi, Switzerland ("IAT" herein) have previously entered into July
18, 1996 Agreement #MSC10850 (the "Agreement" herein) related to licensing of
TI Products and IAT Products as well as the development of Joint Products
exchanged between IAT and TI;
NOW THEREFORE, the parties hereby agree to amend the above referenced
Agreement by adding the following new language:
1. Modify Secton 3.1 in its entirety to read:
"3.1 With the exception of the VC Development Software, Reference Design
Transfer, Intermode Message Manager, Direct Draw Client Driver-WIN95,
and B Channel Network Driver and subject to IAT completing its
obligations and granting of licenses to TI as elsewhere provided herein,
TI grants to IAT a worldwide, non-transferable, non-assignable,
non-exclusive license under TI's copyrights and associated trade secrets
solely to use, modify, compile, or otherwise develop as applicable
software programs which may be original or derivative with respect to
the counterpart TI products, and to make, have made, use, and sublicense
use of object code versions of such software programs solely for
operation on TI DSP's. TI DSP's are defined to be any TMS320CXX
Microprocessor manufactured by Texas Instruments. Except with respect to
the Databeam software, which shall be royalty bearing as provided in
Section 4 herein, all licenses hereunder shall be fully paid. All the
terms and conditions of this license shall be applicable to any
modifications of the Licensed Products made pursuant to this Agreement.
In the case of the VC Development Software, Internode Message Manager,
Direct Draw Client Driver-WIN95 and B Channel Network Driver, all
license rights above apply except that such licenses to IAT shall be
exclusive."
2. The license granted by IAT to TI in Section 3.6, 3.7 and 3.8 shall
terminate upon execution of this Amendment No. 1; provided that
termination of such license shall not effect the rights of TI's current
sublicensees.
3. Add to the end of Section 7 the following:
"7.4 TI represents and warrants that upon execution of this Amendment
No. 1, it will not continue to exercise its current right to license to
third parties the VisionPoint 80 printed circuit board design.
7.5 IAT represents and warrants that it will provide to TI upon TI's
request maintenance and support services for the H.320/H.324 library at
a level no less than IAT currently offers to its other customers, and
under terms and conditions no less favorable than IAT currently offers
to its other customers similarly situated."
Except as herein above amended, the provisions of the Agreement remain
unchanged and fully effective.
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TI/IAT
Agreement #MSCI10850
Page 2 of 2
05/21/97
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
executed by their duly authorized representatives as of the date of last
signature below.
TEXAS INSTRUMENTS INCORPORATED IAT
By: /s/ Michael J. Hames By: /s/ Dr. Victor Vogt
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Name: Michael J. Hames Name: Dr. Victor Vogt
Title: Vice President, Semiconductor Group Title: CEO
Date: 6/2/97 Date: 5/5/97
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