Ikos Systems Inc – ‘10-Q’ for 12/30/95 – EX-10.20

As of:  Monday, 2/12/96   ·   For:  12/30/95   ·   Accession #:  898430-96-410   ·   File #:  0-18623

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      11     57K 
 2: EX-10.20    Amendment to Oem Agreement                             3     14K 
 3: EX-10.21    Employment Agreement                                   7     31K 
 4: EX-11.1     Computation of Earnings Per Share                      1      5K 
 5: EX-27       Financial Data Schedule                                2      6K 

EX-10.20   —   Amendment to Oem Agreement

EX-10.20
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                                                                   EXHIBIT 10.20

AMENDMENT TO OEM AGREEMENT  

This Amendment is entered into by and between COMPASS Design Automation, Inc. as
successor in interest to CAD Language Systems, Inc. ("COMPASS") and IKOS        
Systems, Inc. ("IKOS"). The Effective Date of this Amendment is the later date  
signed below by the parties.                                                    

COMPASS and IKOS are parties to that certain OEM Software License Agreement (the
"Agreement") dated June 25, 1989, as amended. The parties wish to amend the     
Agreement further to (i) formalize the grant of the non-exclusive, world wide   
license referred to in Section 1 of this Amendment and (ii) delete certain      
provisions of this Agreement and modify others in connection with the fully     
paid, non-exclusive world wide license referred to in Section 2 of this         
Amendment.                                                                      

Now therefore, for good and valuable consideration, the receipt and sufficiency 
of which is hereby acknowledged, the parties hereto, intending to be legally    
bound, agree as follows:                                                        

1. GRANT OF LICENSE                                                             

Subject to the provisions of the Agreement, COMPASS grants to IKOS a license to 
use VTIP-XL, COMPASS part number VS-R-917-S, and extends the grant of licenses  
to use VTIP/VHDL COMPASS part number number VS-R-910-S, both of which include   
the complete development environment to VTIP-XL and VTIP/VHDL, respectively,    
consisting of the object code, source code, compile scripts and publicly        
releasable VHDL test cases (the "Licensed Code"). IKOS may modify, copy,        
enhance, port, maintain and create derivative works from the source code of the 
Licensed Code, which derivative works shall be part of the Licensed Code. The   
use of the Licensed Code is limited to internal use only by IKOS and may not be 
distributed to any third party without the written consent of COMPASS. This     
Licensed Code is COMPASS Confidential Information and will be treated by IKOS   
with the same level of confidentiality and protection as IKOS handles its own   
confidential code. COMPASS will supply the Licensed Code to IKOS within 5 days  
of the Effective Date of this Amendment.                                        

The Licensed Code is licensed on an "AS-IS" basis and COMPASS shall have no     
obligation under Section 7 of the Agreement to IKOS or its customers with       
respect thereto and COMPASS shall be held harmless by IKOS for any claims       
arising from using, maintaining, enhancing, modifying or porting of the Licensed
Code.                                                                           

2. GRANT OF RUN TIME LICENSES                                                   

Subject to the provisions of the Agreement, COMPASS grants to IKOS a fully paid 
perpetual license to distribute and sublicense run time object code versions of 
both VTIP/VHDL, derived from COMPASS part number VS-R-910-S ("VTIP/VHDL") and   
VTIP-XL, derived from COMPASS part number VS-R-917-5 ("VTIP-XL"), or derivative 
works produced therefrom, only as integrated with IKOS VHDL simulation products.

Amendment to OEM Agreement             Page 1 of 3             December 27, 1995

EX-10.20
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3. SERVICES TO BE PROVIDED                                                      

COMPASS shall supply four man weeks of training and consulting to facilitate the
transfer of the VTIP-XL Source Code to IKOS. This consulting will be available  
from the period January 1, 1996 to September 30, 1996 and must be used by IKOS  
during that period or will be lost. Delivery of such consulting will be made at 
mutually agreed to times, but not later than two weeks after IKOS may request.  
After that period any additional consulting may be available at COMPASS' then   
prevailing rates for such consulting. Reasonable travel expenses for COMPASS    
personnel to travel and deliver such services at any site other than COMPASS    
Columbia, Md. site shall be borne by IKOS.                                      

IKOS shall receive, at no additional charge, new versions of the Licensed Code  
resulting from changes, updates and bug fixes by COMPASS to the Licensed Code   
during the 18 month period following the Effective Date of this Amendment.      
COMPASS will also provide telephonic and e-mail maintenance support, including  
bug fixes to the Licensed Code through September 30, 1996.                      

4. PAYMENT                                                                      

IKOS shall make a non-refundable $350,000.00 payment to COMPASS within 30 days  
of the Effective Date of this Agreement.                                        

5. COMPLETED OBLIGATIONS                                                        

COMPASS obligations to maintain the originally licensed product, "VTIP", now    
known as VTIP/VHDL, COMPASS part number series V5-x-910, as described in Section
4 and all subsections pertaining thereto shall cease on June 30, 1996. The      
following Sections of the OEM Agreement are deleted in their entirety:          

Section 5 Reports, Payments and Pricing                       
Section 5.1 Reports                                           
Section 5.2 Pricing                                           
Section 5.3 Payment                                           
Section 5.4 Payment upon Termination                          
Section 6 Audit Rights                                        
Section 18 Publicity                                          
Section 22 Escrow of VTIP Code                                
Exhibit E: CLSI Base Prices                                   
Exhibit G: VTIP Code Escrow Provisions                        

The Amendment Agreement effective September 10, 1991 is no longer applicable and
the obligations and requirements specified therein are deemed by both parties to
have been fulfilled.                                                            

Amendment to OEM Agreement             Page 2 of 3             December 27, 1995

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6. TERM OF AGREEMENT                                                            

Sections 10 and 11 are deleted in their entirety and replaced with the new      
Sections as follows:                                                            

"SECTION 10  TERM OF THE AGREEMENT                                  

  The initial term of this Agreement is extended for five years from the
    Effective Date of this amendment. Licensee shall have the sole option to
    renew the Agreement for a successive five year term by written notice to
      Licensor with 90 days notice in advance of the 5 year anniversary date. In
    the event of a normal termination of the Agreement, i.e. not termination
by breach by IKOS, the following provisions will survive such normal
 termination: Section 1 and 2 of this Amendment and Paragraph 8 of the
Agreement.                                                          

      This Agreement may be terminated by either party as a result of a material
  breach by the other party that has remained uncured for a period of 30
days from written notice of such breach.                            

SECTION 11  RESERVED"                                               

7. To the extent that the terms of this Amendment are in conflict with the terms
of the Agreement or amendment(s) thereto, the terms of this Amendment will      
prevail.                                                                        

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be  
executed by its duly authorized representative.                                 

IKOS Systems, Inc.                                                              

By:    /s/ Ramon Nunez                                                          
--------------------------                                        
Ramon Nunez                                                       

Title: President & CEO                                                          

Date:  12-27-95                                                                 

COMPASS Design Automation, Inc.                                                 

By:    /s/ Taylor Scanlon                                                       
--------------------------                                        
Taylor Scanlon                                                    

Title: V.P. North America                                                       

Date:  12-27-95                                                                 

Amendment to OEM Agreement            Page 3 of 3              December 27, 1995

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		9/30/96		2
		6/30/96		2
Filed on:		2/12/96							S-8,  SC 13G
		1/1/96		2
For Period End:		12/30/95
		12/27/95		1		3
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