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
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
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
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.
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
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
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
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
Title: President & CEO
COMPASS Design Automation, Inc.
By: /s/ Taylor Scanlon
Title: V.P. North America
Amendment to OEM Agreement Page 3 of 3 December 27, 1995
Dates Referenced Herein and Documents Incorporated by Reference