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IP Core License Agreement

MATHSTAR, INC. ("MATHSTAR") PROVIDES ACCESS TO ITS INTELLECTUAL PROPERTY CORE (HEREAFTER "IP CORE") DEFINED BELOW TO YOU ("LICENSEE") SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS IP CORE LICENSE AGREEMENT (THE "AGREEMENT"). AS USED IN THIS AGREEMENT, "LICENSEE," "YOU" AND "YOUR" REFER TO THE PERSON AND/OR ENTITY LICENSED TO USE THE IP CORE.

BEFORE INSTALLING AND USING THIS IP CORE, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING THE "AGREE" BUTTON OR BY INSTALLING OR USING THE IP CORE, YOU INDICATE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL OR USE THE IP CORE. IF YOU HAVE ALREADY PURCHASED THE IP CORE, PROMPTLY RETURN THE IP CORE TO MATHSTAR FOR A REFUND. IF YOU HAVE OBTAINED THIS IP CORE AS AN UPDATE, THE TERMS OF THIS AGREEMENT WILL GOVERN YOUR USE OF THE IP CORE.

1. LICENSE

a. IP Core. "IP Core" shall mean MathStar's design data files in human-readable text and compiled binary form for use with MathStar's field programmable object array ("FPOA") devices. IP Core shall also include simulation models and data files for FPOA programming, mapping files, and test benches, as well as user documentation and sample designs related thereto together with any Updates, Improvements, new versions and releases (if any) as may be made available from time to time. IP Core may also include design data files, mapping files, test benches and documentation necessary to implement portions of the design in programmable devices other than MathStar FPOA devices.

b. License Grant. Subject to the provisions of this Agreement, MathStar hereby grants Licensee a limited, non-exclusive, revocable, non-transferable right to install and use the IP Core, in human-readable text and compiled binary form only, and related documentation solely for the sole purpose of creating, simulating, and implementing chip designs to be programmed onto MathStar's FPOAs ("License") and other semiconductor devices as specified by MathStar. Licensee and its authorized onsite contractors may use the IP Core at different sites within Licensee's organization but in no case outside Licensee premises. Except for the semiconductor devices specified by MathStar Licensee shall have no right to use the IP Core or documentation to develop designs for non-MathStar devices and products. The License may not be sublicensed, assigned or commercially distributed or shared with any third party without the prior written consent of MathStar. In the event MathStar grants Licensee the right to transfer its copy of the IP Core to a third party, Licensee agrees that the end user shall be required to accept the terms and conditions of this Agreement. Licensee shall further certify to MathStar in writing that Licensee has not retained any copies of the IP Core. MathStar reserves all rights not expressly granted in this Agreement and Licensee shall have no rights or interests in the IP Core except as provided under this Agreement.

c. Restrictions on Use of IP Core. Licensee shall not, except as specifically set forth herein: (i) copy, distribute, reproduce, rent, lend, loan, lease or sublicense any portion of the IP Core; (ii) reverse engineer, decompile, disassemble, reproduce, or translate the IP Core; and (iii) prepare derivative works in whole or in part based on the IP Core except for the purposes set forth in Section 1 (b). Licensee may make one copy of the IP Core for Licensee's backup or archival purposes. Licensee agrees to maintain appropriate records of the number and location of all copies of the IP Core and make such records available upon MathStar's request. Licensee further agrees to reproduce all copyright and other proprietary notices on all copies of the IP Core in the same form and manner that such copyright and other proprietary notices are originally included on the IP Core. Licensee acknowledges and agrees that in the event Licensee elects to modify, adapt, or alter the IP Core, MathStar shall have no obligation to provide technical support or Updates for such modifications.

2. OWNERSHIP OF IP CORE

The IP Core contains proprietary and copyright protected material and, in its human-perceivable form, contains trade secrets and other intellectual property rights exclusively owned by MathStar. MathStar shall retain all rights, title, and interest in and to the IP Core, including any Updates, Improvements, new versions and releases including any patents, copyrights, trade secrets, circuit layouts, mask works and other intellectual property rights related thereto. Unless otherwise agreed on a case-by-case basis, Licensor will own all rights in any copy, translation, modification, adaptation, or derivation of the IP Core. Licensee acknowledges and agrees that it will not take any action inconsistent with such ownership. This Agreement does not grant Licensee rights to any patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the IP Core. Licensee agrees to maintain the secrecy of the contents of the IP Core and implement adequate safeguards to prevent and protect the contents of the IP Core from unauthorized use or disclosure.

3. ERROR CORRECTIONS AND UPDATES

MathStar agrees to provide Licensee with error corrections, bug fixes, patches or other updates ("Updates") and technical support that may include e-mail support for the IP Core, subject to MathStar's sole discretion and in accordance with MathStar's release schedule, during the Term of this Agreement as defined hereunder. Licensee acknowledges and agrees that in the event Licensee elects to modify, adapt, or alter the IP Core, MathStar shall have no obligation to provide technical support or Updates for such modifications.

4. IMPROVEMENTS TO IP CORE

Licensee may, from time to time, request that MathStar incorporate certain features, enhancements, and modifications (collectively "Improvements") into the IP Core. Licensee acknowledges and agrees that all such Improvements shall be exclusively owned by MathStar, and that MathStar may charge Licensee additional fees for the Improvements. MathStar may, in its sole discretion, undertake to develop and distribute Improvements for the IP Core, which Licensee will have the option of purchasing for an additional fee.

5. LICENSE FEES

Licensee acknowledges the use of the IP Core by Licensee shall be subject to payment of a license fee that will be invoiced by MathStar. Licensee agrees to pay all invoices in full within thirty (30) days.

6. TAXES AND OTHER CHARGES

Licensee shall be responsible for paying any (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the hereunder, (ii) freight, insurance and installation charges, and (iii) import or export duties or like charges.

7. TERM AND TERMINATION

Subject to payment in full of the License and the limitations contained in this Agreement, the License granted under this Agreement begins on the date of delivery of the IP Core and will continue for a term of twelve (12) months ("Term"), and shall be automatically renewed unless terminated as provided hereunder. In the event this Agreement is renewed beyond the initial Term, Licensee acknowledges that MathStar shall have no obligation to provide technical support unless otherwise agreed to in writing by MathStar. If you wish to extend the technical support provided hereunder beyond the initial Term, you must contact MathStar or its authorized sales representative and/or distributors regarding any additional fees and terms and conditions.

Licensee may terminate this License by notifying MathStar in writing of Licensee's intent to terminate this License and by destroying all copies of the IP Core. In the event this License is terminated by Licensee, Licensee acknowledge that it shall not be entitled to a refund of the license fees paid by Licensee to use the IP Core. This License will terminate immediately without notice from MathStar if you fail to comply with any of the terms and conditions of this Agreement. Upon termination of this License for any reason, you agree to destroy all copies of the IP Core, except for one (1) copy that may be retained only for (i) modifying and debugging any designs created during the term of the License; and (ii) re-programming designs for an FPOA that exists prior to the termination of this Agreement for any reason.

8. PROTECTION OF CONFIDENTIAL INFORMATION

Licensee acknowledges and agrees that the IP Core contains valuable confidential proprietary information including trade secrets, know-how and other intellectual property rights exclusively owned by MathStar. Licensee agrees at all times during and after termination of this Agreement for any reason, to maintain the confidentiality of the IP Core, including any flow charts, logic diagrams, user manuals and screens and all other proprietary and confidential information received hereunder from MathStar. You agree not to sell, license, publish, display, distribute, disclose or otherwise make available the IP Core or any information contained in the IP Core to any third party other than to Licensee's employees and to contractors located on Licensee's premises that have a need to know such protected information. You represent to MathStar that you maintain a system of confidentiality consistent with industry standards to protect your own confidential business information including written agreements with employees and that the IP Core will be protected by at least the same security measures. You may not disclose the results of any benchmarking of the IP Core or use such results for competing IP Core development activities without prior written permission from MathStar.

9. U.S. GOVERNMENT RESTRICTED RIGHTS

The IP Core may only be licensed to and used by the U.S. Government subject to prior approval by MathStar. In the event the IP Core is acquired by a U.S. Government agency, any use and disclosure of the IP Core by the U.S. Government shall be subject to the minimum Restricted Rights provided by FAR Sections 52-227-14 and 52-227-19 or DFARS Section 252.227-7013, as applicable. If the IP Core is acquired by a military agency, all use and disclosure of the IP Core shall be subject to the restrictions set forth at DFARS 252.227-7013.

10. EXPORT RESTRICTIONS

Licensee acknowledges that the IP Core is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the IP Core.

11. LIMITED WARRANTY

MathStar represents that for a period of one (1) year from execution of this License by Licensee that the IP Core will substantially conform to MathStar's published specifications for the Licensed Materials. MathStar's entire liability to you, and your exclusive remedy under this warranty, will be for MathStar, at its option, and subject to the return of the defective IP Core, to either replace the IP Core or to refund the applicable license fee paid to use the IP Core.

12. DISCLAIMER OF WARRANTY

EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 11, MATHSTAR AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES PROVIDE THIS IP CORE, DOCUMENTATION, AND INFORMATION "AS IS WITH ALL FAULTS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MATHSTAR DOES NOT WARRANT THAT THE IP CORE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT THE FUNCTIONS CONTAINED IN THE IP CORE WILL FUNCTION WITH OTHER IP CORE OR HARDWARE, OR WITHIN A SYSTEM, OR THAT THE IP CORE AND OTHER MATERIALS SUPPLIED PURSUANT TO THIS AGREEMENT FULFILL ANY OF LICENSEE'S PARTICULAR PURPOSES OR NEEDS.

13. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law and regardless of whether any remedy fails of its essential purpose, in no event shall MathStar or its agents, officers, directors, employees, successors, assigns, or affiliates be liable to Licensee or any other person for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, lost confidential or other information, or for business interruption, for any matter arising from or relating to this Agreement, IP Core, including, without limitation, Licensee's use, misuse or inability to use the IP Core or any third party IP Core available in conjunction with or through the IP Core including any changes to or inaccessibility of the IP Core. In no event shall MathStar's maximum liability to Licensee exceed the amount paid by Licensee for the License hereunder prior to the claim of liability.

14. MISCELLANEOUS

a. Entire Agreement. This Agreement constitutes the entire Agreement between Licensee and MathStar related to the IP Core and supersedes any and all prior and contemporaneous oral or written understandings between Licensee and MathStar relating to the subject matter hereof.

b. Modification and Waiver. No purported amendment, modification, or waiver of any provision hereof shall be binding unless set forth in a writing signed by both parties (in the case of amendments and modifications) or by the party to be charged thereby (in the case of waivers). Any waiver shall be limited to the circumstance or event specifically referenced in the written waiver document and shall not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof. Delay or failure to exercise any right or remedy shall not be deemed the waiver of that right or remedy.

c. Assignment. This Agreement and all rights of Licensee hereunder shall not be assignable without the prior written consent of MathStar.

d. Severability. If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legal constituted body having the jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect.

e. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Oregon. The Oregon state courts of Washington County, Oregon (or, if there is exclusive federal jurisdiction, the United States District Court for the District of Oregon) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts.

f. Specific Performance. Licensee agrees that breach of this Agreement by Licensee will cause MathStar irreparable harm for which there is no adequate remedy of law and, without limiting whatever other rights and remedies MathStar may have under this Agreement, MathStar is entitled to the remedy of specific performance to enforce this Agreement and Licensee consents to the issuance of an order by a court of competent jurisdiction requiring the specific performance of this Agreement by Licensee.

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