NOTICE

MIPS Technologies International AG ("MIPS") has developed certain
materials in either source or binary formats which it is willing to
license to semiconductor manufacturers, fabless semiconductor
companies, design houses, software vendors, system OEMs and other
licensees for use in designing, and supporting the development of and
software running on, integrated circuits which have been authorized by
MIPS to incorporate processor cores designed by or under license from
MIPS.  In order to create a more open environment for all licensees to
use and modify material provided in source format, MIPS licenses these
materials under its Freedom-To-Use license.  In certain instances, use
of these materials may require a license from a third party as set
forth in a separate notice.

			  MIPS TECHNOLOGIES
		   FREEDOM-TO-USE LICENSE AGREEMENT
			     Version 1.0

IMPORTANT - READ CAREFULLY: This Freedom-To-Use License Agreement (the
"Agreement") is a legal agreement between you (either as an individual
or as an authorized representative of an entity, hereafter "Licensee")
and MIPS, pursuant to which MIPS is willing to license you the
materials accompanying this Agreement or made available for download
(the "Licensed Materials" as defined below) on the terms and
conditions set forth herein.  By clicking on the "accept" button,
downloading, installing or otherwise using the Licensed Materials, you
agree to be bound by the terms of this Agreement and if doing so on
behalf of an entity, you represent that you are authorized to bind the
entity to the terms and conditions of this Agreement.  If you do not
agree to be bound by the terms of this Agreement, do not download,
install or use the Licensed Materials.

1.  Definitions.  For purposes of this Agreement, the following
    definitions shall apply:

    1.1	"Licensed Materials" shall include all materials subject to
    	this Agreement downloaded by or otherwise supplied to Licensee
    	(including any updates or upgrades thereof made available by
    	MIPS in its sole discretion).

    1.2	"Confidential Information" shall mean and include the Licensed
    	Materials; any test results, error data, or other reports,
    	made by Licensee in connection with the license rights granted
    	under this Agreement; and any notes, extracts, analyses, or
    	materials prepared by Licensee which are copies of the
    	Confidential Information or from which the substance of the
    	Confidential Information can be inferred or otherwise
    	understood.

    1.3	"Licensee Modifications" shall mean all or any modifications
    	to the Licensed Materials made by or on behalf of Licensee.
    	For purposes of clarification, however, MIPS acknowledges and
    	agrees that Licensee is under no obligation to deliver
    	Licensee Modifications; rather, this definition is intended
    	solely to provide a freedom to use such modifications when
    	created independently by MIPS or any sublicensee thereof.

    1.4	"Authorized Product" means an integrated circuit that is
       	authorized by MIPS to incorporate processor cores designed by
       	or under license from MIPS.

    1.5	"MIPS Modifications" shall mean modifications to Licensed
       	Materials made by MIPS or any third party licensed by MIPS,
       	wherein such third party grants back to MIPS a license under
       	such modifications with the unrestricted rights to sublicense
       	and grant further sublicenses.  For purposes of clarification,
       	however, Licensee acknowledges and agrees that MIPS is under
       	no obligation to deliver MIPS Modifications; rather, this
       	definition is intended solely to provide a freedom to use such
       	modifications when created independently by MIPS or any
      	sublicensee thereof.

2.  License Grants.

    2.1	Subject to Licensee's full compliance with the terms and
   	conditions of this Agreement, and payment of any fees owed to
   	MIPS (if applicable, which payment shall be non-refundable),
   	MIPS grants to Licensee a non-exclusive, worldwide,
   	non-transferable, royalty-free, fully-paid up limited right
   	and license to:
	(i)	use, copy, modify, reproduce and have reproduced,
		create derivative works of, and sell or otherwise
		distribute the "Commercial Documents" (if any)
		identified in the Licensed Materials and derivative
		works thereof only in conjunction with distribution or
		sale of Authorized Products, or software supporting
		development of or running on Authorized Products,
		provided that all copies and derivative works thereof
		contain all copyright and other proprietary notices
		contained in the original Commercial Documents and are
		complete and accurate;
	(ii)    use, modify and create derivative works of Licensed 
		Materials in source format and any MIPS Modifications,
		and use Licensed Materials in binary format, solely
		for the purpose of incorporating such Licensed
		Materials or derivative works thereof in Authorized
		Products or developing software supporting development
		of or running on Authorized Products; provided that:
		(a) Licensee has first obtained a license from any
		third party about which MIPS provided Licensee notice
		prior to its first use of the Licensed Materials; (b)
		any intellectual property rights arising from or
		relating to any modification or derivative work of the
		Licensed Materials or any MIPS Modifications created
		by or for Licensee (i.e., Licensee Modifications)
		shall be licensed back to MIPS on a royalty-free
		basis, together with the unrestricted right by MIPS to
		sublicense such rights and grant further sublicenses,
		at its discretion, as set forth in Section 2.3 below;
		and (c) all copies and derivative works thereof
		contain all copyright and other proprietary notices
		contained in the original Licensed Materials and are
		complete and accurate;

    2.2	The technology you are installing, downloading, or have
       	acquired with this Agreement, including any updates, upgrades,
       	modifications, revisions, and documentation, are copyrighted
       	materials, and may contain trade secrets of MIPS or its
       	licensors, who maintain exclusive right, title and interest in
       	and to all Licensed Materials and MIPS Modifications, and
       	retain all rights not expressly granted by this Agreement.  No
       	title or ownership in any copyright, trademark, trade secret
       	or other intellectual property right is transferred by MIPS to
       	Licensee or any other party under this Agreement.  Licensee
       	shall not alter or remove any trademark, copyright or other
       	proprietary rights notice in the Licensed Materials.  Except
       	as set forth in this Section 2, Licensee shall not use the
       	Licensed Materials for any other purpose.  Licensee may not
       	modify or reverse engineer any Licensed Materials not
       	delivered in source format (the "binary materials"), nor may
       	Licensee decompile, disassemble, or otherwise reduce the
       	binary materials or any component thereof to human-readable or
       	non-binary form.

    2.3	In partial consideration for the rights and licenses granted
       	to Licensee under this Section 2, and to enable the "freedom
       	to use" model of this Agreement, Licensee agrees to grant and
       	does hereby grant to MIPS (but with no obligation to deliver
       	as set forth in Section 1.3) a perpetual, irrevocable,
       	non-exclusive worldwide, royalty-free, fully-paid up right and
       	license (including the right to sublicense and grant further
       	sublicensing rights) under Licensee's intellectual property
       	rights in any Licensee Modifications to the extent that MIPS
       	may use, modify and create derivative works from such Licensee
       	Modifications in conjunction with making, using, offering for
       	sale and selling or otherwise distributing MIPS products
       	(which may include such Licensee Modifications and derivatives
       	thereof), and sublicensing the rights granted in this Section
       	2.3 in order to provide a freedom to use such modifications
       	when created independently by MIPS or any sublicensee thereof.

    2.4 No rights to MIPS trademarks, service marks, logo or trade
        name are granted to Licensee pursuant to this Agreement.

3.  No Support or Maintenance Obligation.  This Agreement does not
    entitle Licensee to receive any support, training or maintenance
    of any kind from MIPS.  Such services, if available, must be
    obtained through a separate agreement.

4.  Term, Termination and Survival.

    4.1	This Agreement is effective upon Licensee's download, access
       	and/or use of the Licensed Materials, and shall continue for
       	as long as Licensee is authorized to design, develop or
       	distribute Authorized Products or software supporting
       	development of or running on Authorized Products, unless
       	earlier terminated as provided herein.  Licensee may terminate
       	this Agreement at any time.  Either party may terminate this
       	Agreement immediately should the Licensed Materials become, or
       	in either party's opinion be likely to become, the subject of
       	a claim of infringement of any intellectual property right.
       	This Agreement will terminate automatically without notice
       	from MIPS if Licensee fails to comply with any provision of
       	this Agreement. Upon termination, Licensee shall destroy all
       	copies of Licensed Materials and all non-surviving rights
       	granted hereunder shall cease.

    4.2	The rights and obligations under this Agreement which by their
       	nature should survive termination, including but not limited
       	to the license rights granted to MIPS by Licensee pursuant to
       	Section 2.3 above, and the terms and conditions of Sections 4
       	- 11, will remain in effect after expiration or termination of
       	this Agreement.  Except as otherwise set forth herein and
       	provided no claim or action has been brought against MIPS
       	and/or Licensee for infringement of third party rights, any
       	Authorized Products incorporating Licensed Materials or any
       	derivative thereof or any software supporting development of
       	or running on Authorized Products may continue to be made,
       	sold and distributed in accordance with Licensee's rights
       	under its agreements with respect to the Authorized Products.

5.  Disclaimer of Warranties.  TO THE MAXIMUM EXTENT PERMITTED BY
    APPLICABLE LAW, THE LICENSED MATERIALS AND THE MIPS MODIFICATIONS
    ARE PROVIDED TO LICENSEE "AS IS."  MIPS MAKES NO WARRANTIES AND,
    TO THE FULL EXTENT ALLOWED BY LAW, EXPRESSLY DISCLAIMS ALL
    WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR
    OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
    OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
    SATISFACTORY QUALITY, ACCURACY, AND NON-INFRINGEMENT OF THIRD
    PARTY RIGHTS REGARDING THE LICENSED MATERIALS AND MIPS
    MODIFICATIONS.  MIPS DOES NOT WARRANT THAT OPERATION OF THE
    LICENSED MATERIALS WILL BE ERROR-FREE, AND THAT USE THEREOF WILL
    BE UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED.

6.  Limitation of Liability and Remedies.  Licensee acknowledges the
    Licensed Materials and any MIPS Modifications are provided to
    Licensee only for the purpose set forth in Section 2 herein.  TO
    THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
    MIPS OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR
    DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL,
    PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES TO SYSTEMS, DATA OR
    SOFTWARE, WHETHER SUCH DAMAGES ARISE UNDER A TORT (INCLUDING
    NEGLIGENCE OR OTHERWISE), CONTRACT OR OTHER CLAIM, EVEN IF MIPS
    HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
    NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO
    EVENT SHALL MIPS BE LIABLE FOR ANY DAMAGES RELATING TO OR
    RESULTING FROM THE USE OF LICENSED MATERIALS OR MIPS MODIFICATIONS
    IN PRODUCTS USED FOR AVIATION, MEDICAL, NUCLEAR OR ULTRA HAZARDOUS
    PURPOSES OR FOR ANY DAMAGES OWED TO THIRD PARTIES RELATING TO
    TECHNOLOGY NOT PROVIDED BY MIPS.  IN NO EVENT WILL MIPS' LIABILITY
    TO LICENSEE UNDER THIS AGREEMENT EXCEED THE GREATER OF THE AMOUNT
    PAID BY LICENSEE FOR THE LICENSED MATERIALS OR US $100.  THIS
    LIMITATION ON LIABILITY SHALL SURVIVE EVEN IF THE LIMITED REMEDY
    PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. Licensee
    acknowledges that, in providing Licensee with the Licensed
    Materials, MIPS has relied upon Licensee's agreement to be bound
    by the terms of this Agreement, including the obligation to obtain
    any necessary licenses from third parties.  Further, Licensee
    agrees to indemnify and hold MIPS harmless from any and all actual
    or threatened liabilities, claims or expenses caused by Licensee's
    use of any Licensed Materials or MIPS Modifications and any
    Licensee Modifications made by or for Licensee.

7.  Confidentiality.  Licensee agrees (i) to use the Confidential
    Information only as necessary to exercise its rights or fulfill
    its obligations under this Agreement; (ii) to implement reasonable
    procedures to prohibit the disclosure, unauthorized duplication,
    misuse or removal of Confidential Information; and (iii) not to
    disclose Confidential Information to employees not having a need
    to know or to any third party (except that Licensee may, in
    appropriate circumstances and subject to a nondisclosure agreement
    with terms and conditions at least as protective as the terms of
    this Section 7, disclose Confidential Information to Licensee's
    contractors, solely as permitted under Section 2 of this
    Agreement).  Without limiting the foregoing, Licensee shall at all
    times protect the Confidential Information with at least the same
    standard of care as it exercises to protect its own confidential
    information of like importance, but in no event less than
    reasonable care.

8.  General Terms and Conditions.

    8.1 Export.  Licensee agrees that it will comply with all
        applicable US and international laws relating to export, or
        transfer for the purpose of reexport, as well as end-user, end
        end-use and destination restrictions imposed by the US or any
        other governments.

    8.2 Governing Law and Forum Selection.  This Agreement shall be
        governed by California law excluding its choice of law rules.
        With the exception of MIPS' rights to enforce its intellectual
        property rights and the confidentiality obligations under this
        Agreement, all disputes arising out of this Agreement shall be
        subject to the exclusive jurisdiction and venue of the state
        and federal courts located in Santa Clara County, California,
        and the parties consent to the personal and exclusive
        jurisdiction and venue of these courts. Licensee waives all
        defenses of lack of personal jurisdiction and forum
        non-conveniens.  If either party employs attorneys to enforce
        any rights arising out of or relating to this Agreement, the
        prevailing party shall be entitled to recover reasonable
        attorneys' fees.  The parties expressly disclaim the
        application of the United Nations Convention on the
        International Sale of Goods to this Agreement.

    8.3 U.S. Government End Users.  Licensee acknowledges that all
        software and software related items licensed by MIPS to
        Licensee pursuant to this Agreement are "Commercial Computer
        Software" or "Commercial Computer Software Documentation" as
        defined in FAR 12.212 for civilian agencies and DFARS 227.7202
        for military agencies, and that in the event that Licensee is
        permitted under this Agreement to provide such items to the
        U.S. government, such item shall be provided under terms at
        least as restrictive as the terms of this Agreement.

    8.4 Waiver or Delay.  Any express waiver or the failure to
        exercise promptly any right under this Agreement will not
        create a continuing waiver or any expectation of
        non-enforcement.

    8.5	Severability.  Should any term of this Agreement be declared
       	void or unenforceable by any court of competent jurisdiction,
       	such declaration shall have no effect on the remaining terms
       	hereof.

    8.6	No Assignment.  Licensee may not assign or otherwise transfer
       	any of its rights or obligations under this Agreement to any
       	third party without MIPS' prior written consent, and any
       	attempt to do so will be null and void.

    8.7	Entire Agreement.  This Agreement constitutes the entire
       	agreement of the parties concerning its subject matter, and
       	may not be modified except by a writing duly executed by both
       	parties.

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