EXHIBIT 4.60
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
TERMINATION AGREEMENT
BETWEEN
TOWER SEMICONDUCTOR LTD.
AND
SYNOPSYS, INC. AND SYNOPSYS INTERNATIONAL LIMITED
This Termination Agreement (this "AGREEMENT") is effective as of 29 April 2004
("Effective Date") and is made between:
SYNOPSYS, INC. a Delaware corporation, with its principal place of business at
700 East Middlefield Road, Mountain View, California 94043-4033 and SYNOPSYS
INTERNATIONAL LIMITED with its principal place of business at Block 1,
Blanchardstown Corporate Park, Blanchardstown, Dublin 15, Ireland (collectively
"SYNOPSYS"); and
TOWER SEMICONDUCTOR LIMITED with its principal place of business at Ramat
Gavriel Industry Zone, Migdal Haemek, 23105 Israel, together with certain of its
controlled subsidiaries defined as the "Tower Group" in the Agreement with an
Effective Date of 29 June 2001 made between Tower and, collectively, Avant!
Corporation and Avant! International Distribution Limited ("AVANT!") (the
"LIBRARY AGREEMENT") (Tower and all such entities referred to simply as "TOWER"
in this Agreement).
WHEREAS:
A. By the Library Agreement, Avant! granted to Tower certain licenses under
the Avant!-Tower 0.18 Libra-Visa Library (the "Library," as defined in the
Library Agreement). The Library Agreement was amended by an instrument
dated and effective 3 June 2002.
B. As of 6 June 2002 Synopsys, Inc. acquired Avant! and assumed
responsibility, as Licensor, either directly or through its European
subsidiary, Synopsys International Limited, for the Library Agreement.
C. The Library Agreement, as amended, provided for certain development and
support of the Licensed Library Products (as defined in the Library
Agreement) for the benefit of Tower and those current or future Tower
customers or suppliers who are authorized to integrate all or part of the
Licensed Library Products into their own integrated circuit designs ("END
USERS").
D. The Parties wish to terminate the Library Agreement save for certain
elements they wish to survive termination.
THEREFOR, the Parties hereby agree to the following terms and conditions.
1.0 SCOPE
(a) The intention of the Agreement is to terminate the Library Agreement save
for Tower's obligations to make certain payments, set out in Section 3
below, and those obligations in the Library Agreement, set out in Sections
5.0(a) and 8.0(a) below, which specifically are intended to survive.
(b) Capitalized terms not otherwise defined in this Termination Agreement shall
have the meaning set forth in the Initial Agreement as amended.
(c) In the event of a conflict between the Library Agreement and this
Agreement, the terms of this Agreement shall control.
2.0 TERMINATION OF DEVELOPMENT OBLIGATIONS
Synopsys will no longer be required to develop the Licensed Library
Products, and shall no longer be required to enter into new license
agreements granting rights in the Licensed Library Products to End Users.
3.0 PAYMENT
Within [***] of the Effective Date, Tower will pay Synopsys [***] US
Dollars (USD [***]) in consideration of the matters set out in this
Agreement and as an agreed sum in satisfaction of Tower's outstanding
obligations under the Library Agreement, as amended, including without
limitation all obligations under purchase order No. [***] dated December 5,
2003 and a SOW for the development of [***].
4.0 FEES AND PAYMENT SCHEDULE
For absence of doubt, Tower's payment obligations under Library Agreement,
as amended, including without limitation the payment schedules set forth in
Exhibits 2 and 3 of Amendment No. 1 and in any purchase order issued under
the Library Agreement, as amended, are superseded in their entirety by the
terms of Section 3.0 of this Agreement. All payment obligations of Tower
under the Library Agreement, as so amended, are cancelled, other than those
expressly set forth in Section 3 of this Agreement.
5.0 LICENSE RIGHTS AND RESTRICTIONS
(a) Notwithstanding anything to the contrary in this Agreement, all grants of
Intellectual Property rights granted to Tower and to End Users under the
Library Agreement, as amended, shall continue in full force and effect.
- ----------
[***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALITY.
(b) Subject to Tower's payment obligations under Section 3.0 of this Agreement,
Synopsys grants to Tower, under Synopsys' Relevant Intellectual Property
Rights (as defined in Section 5.0(c) below), a non-exclusive, irrevocable,
world-wide, royalty-free license, with the right to sub-license, to Use (as
defined in Section 5.0(d) below) and otherwise commercialize and exploit
the Technical Information (as defined in Section 6 below).
(c) As used in this Agreement, "RELEVANT INTELLECTUAL PROPERTY RIGHTS" shall
mean any and all Intellectual Property Rights (as defined in Section 7.0
below) that would be infringed or misappropriated by Use, as defined in the
next sentence, of the subject of a license grant under this Agreement,
absent a license. (1)
(d) As used in this Agreement, "USE" shall mean:
(i) with respect to patents, patent rights and applications therefor, to
make, use, sell, have made, offer to sell, import, and, to the extent
applicable in any jurisdiction(s), export;
(ii) with respect to copyrights, maskworks and applications therefor, to
copy, distribute, create derivative works of, publicly display and, to
the extent applicable, publicly perform;
(iii) with respect to trade secrets, rights in confidential information and
know-how, any activity set forth in (i) and (ii) above;
(iv) with respect to moral rights, the irrevocable waiver of all moral
rights in a work; and
(v) with respect to trademarks, tradenames and service marks, any display
that takes place merely by virtue of engaging in any of (i) through
(iv) above, but not, for absence of doubt, use on or in connection
with any product or service that requires any act over and above such
activities.
(e) Notwithstanding the foregoing, Tower undertakes:
i. not to use the Technical Information at silicon manufacturers other
than Tower, in a manner that [***] in the business of [***] (including
[***] and [***]) (the "[***]") and either:
(A) does not benefit any current or future [***] who is or may be
under the terms of this Agreement authorized to integrate all or
part of the [***] into its own integrated circuit designs ("END
USERS"); or :
- ----------
[***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALITY.
(B) does not relate to arrangement(s) between Tower and [***]
regarding [***]or [***];
ii. not to provide any Technical Information to any Synopsys library
competitor (a list of whom is set forth in EXHIBIT B to this Agreement
and is incorporated herein by reference, which list may be updated
from time to time) (each such entity set forth on Exhibit B being a
"SYNOPSYS COMPETITOR") without a contractual commitment by the
Synopsys Competitor to keep all Technical Information in confidence
and not to use the Technical Information to [***] (provided that Tower
will not be required to retrospectively change the terms of any
agreement already entered by virtue of a subsequent update to the list
of Synopsys competitors on Exhibit B); and
iii. prior to the disclosure of Technical Information to a third party, for
the purpose of modification or enhancement, to execute an agreement:
A. of sufficient breadth to protect Synopsys' interests and rights
in the Technical Information ; and,
B. restricting use of the Technical Information by the third party,
for the benefit of Tower.
6.0 CONVEYANCE OF LIBRARIES, TECHNICAL DATA AND DEVELOPMENT ENVIRONMENTS
Within [***]days of the Effective Date, Synopsys shall transfer to Tower
full and complete copies of the libraries and technical data as set out in
further detail on Exhibit A to this Agreement ("TECHNICAL INFORMATION"),
which shall be regarded as Confidential Information. The parties intend
that the Technical Information will include all useful and desirable
aspects of [***], including without limitation [***]and one copy each of
the most recent version of all existing [***]and related documentation, as
applicable, and including [***] for all [***]technology generation. Tower
will review the Technical Information, and, within [***]days of the
Effective Date, communicate its acceptance or rejection of the Technical
Information in its sole discretion. If Tower rejects the Technical
Information within [***]days of the Effective Date, this Agreement shall
not continue, provided, however, that if Tower fails to communicate
acceptance or rejection within such period, the Technical Information shall
be deemed accepted.
7.0 OWNERSHIP
(a) As between the Parties, this Agreement will not change the ownership of
each Party's pre-existing Intellectual Property Right(s) (as defined in the
next sentence), which will continue to be owned by the Party owning such
rights immediately before the Effective Date. As used in this Agreement,
"INTELLECTUAL PROPERTY RIGHTS" means patents, patent rights, copyrights,
trade secrets, rights in confidential information and know-how, service
marks, maskworks, moral rights, tradenames and trademarks, and any
applications for any of the foregoing, in all countries in the world.
- ----------
[***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALITY.
(b) Subject to each party's ownership rights set forth in Section 7.0(a) of
this Agreement, Tower will own all Intellectual Property Rights relating to
any enhancement to, derivative, of or incremental development work based on
or relating to ("ENHANCEMENT") the Technical Information, to the extent any
such Enhancement is developed [***] or by any [***] (including in such
event and without limitation Synopsys).
(c) Subject to each party's ownership rights set forth in Section 7.0(a) of
this Agreement, Synopsys will own all Intellectual Property Rights relating
to any Enhancement to the extent such Enhancement is developed by or for
Synopsys or its contractors, independent of any services performed by
Synopsys or its subcontractors for Tower.
8.0 SURVIVAL
(a) Notwithstanding termination, the rights and obligations of the parties set
forth in Sections 2 (License Grant), 10.2 (Authority), 11 (Confidential
Information), 12 (Indemnification), 13(Limitation of Liability), 16 (Export
Control), 17.3 (Addresses for Service) and 18 (General) of the Library
Agreement shall survive and continue after the Effective Date, as shall the
parties' rights and obligations under this Agreement, and, for absence of
doubt and without limiting Section 5 of this Agreement, any license rights
granted to Tower under the Library Agreement more extensive than the rights
granted under Section 5 of this Agreement.
(b) All other rights and obligations under the Library Agreement (including,
for the avoidance of doubt, any rights under its Section 14 (Term &
Termination)) are hereby terminated.IN WITNESS WHEREOF, the parties hereto
have caused this Termination Agreement to be duly executed by their duly
authorized representatives.
- ----------
[***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALITY.
SYNOPSYS, INC. TOWER SEMICONDUCTOR LTD.
By: ________________________________ By: ________________________________
Name: ______________________________ Name: ______________________________
Title: _____________________________ Title: _____________________________
Date: ______________________________ Date: ______________________________
SYNOPSYS INTERNATIONAL LIMITED
By: ________________________________
Name: ______________________________
Title: _____________________________
Date: ______________________________