TECHNOLOGY LICENSE AGREEMENT

Technology License Assignment Agreement

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ADVANCED RISC MACHINES LIMITED | LG SEMICON COMPANY LIMITED

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Title: TECHNOLOGY LICENSE AGREEMENT
Date: 6/21/2005

TECHNOLOGY LICENSE AGREEMENT, Parties: advanced risc machines limited , lg semicon company limited

Exhibit 10.31

This Technology Licence Agreement (the “Agreement”) is made the 16th day of December 1996

BETWEEN

ADVANCED RISC MACHINES LIMITED whose registered office is situated at 90, Fulbourn Road, Cherry Hinton, Cambridge CBI 4JN, England (“ARM”)

and

LG SEMICON COMPANY LIMITED whose principal place of business is situated at 16 Woomyeon-dong. Seocho-gu. Seoul 137-140, Korea (“LGS”).

WHEREAS

LGS has requested ARM and ARM has agreed, to license LGS to manufacture and distribute certain ARM products and thereby to make use of certain portions of the Intellectual Property (as defined below) upon the terms set out in this Agreement.

In consideration of the mutual representations, warranties, covenants, and other terms and conditions contained herein, the parties agree as follows:

1.	Definitions

1.1	“ ARM Compliant Product ” shall mean any single silicon chip developed by LGS which contains, at a minimum: (i) an ARM7TDMI Core; or (ii) a Modified ARM7TDMI Core, which has been verified in accordance with the provisions of Clause 3.

1.2	“ ARM7TDMI Core ” shall mean the device as described and identified in the ARM7TDMI datasheet identified in Schedule 2 Part A Item A1.

1.3	“ ARM Instruction Set ” shall mean both the ARM Instruction Set and THUMB Instruction Set as each are defined in the ARM Architecture and Reference Manual identified in Schedule 2 Part A Item A2.

1.4	“ Authorised Distributor ” shall mean those distributors appointed, in writing, by LGS.

1.5	“ AVS ” shall mean the ARM Architectural Validation Suite in binary code format Schedule 2 Part B Section 2 Item T3.

1.6

“ Confidential Information ” shall mean: (i) any trade secrets relating to the ARM7TDMI Core and Transfer Materials and the source code for any Software; (ii) any information designated in writing by either party as confidential which if disclosed verbally is reduced to writing within thirty (30) days after its oral disclosure; and (iii) the terms and conditions of this Agreement.

1.7	“ Core Functional Test Vectors ” shall mean the test vectors identified in Schedule 2 Part A Items B10, B11, B12 and B13.

1.8	“ Design Win Event ” shall mean for each different Design Win Product, the point in time of the sale, supply or other distribution of five hundred (500) units of such product.

1.9	“ Design Win Product ” shall mean an application specific product made by LGS, an LG Affiliate or LG Group Company, which incorporates an ARM Compliant Product.


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1.10	“ Effective Date ” shall mean the date of this Agreement or the date upon which the Korean Government gives approval to this Agreement, whichever is the later, subject always to the provisions of Clause 18.4.

1.11	“ Embedded ICE ” shall mean the Embedded ICE Protocol Converter identified in Schedule 14.

1.12	“ End User Licence ” shall mean a licence agreement substantially conforming to that agreement set forth in Schedule 7.

1.13	“ Half Year ” shall mean each calendar half year ending the 30th June and 31st December of any year.

1.14	“ HP ” shall mean any Hewlett Packard compatible computer running HP-UX v9.0.5 (and later versions as may be mutually agreed).

1.15

“ IBM PC ” shall mean any computer. 486 (or above) processor based IBM AT architecture, having, at a minimum. 16Mb RAM. 50Mb hard disc space and running Microsoft DOS v6.2 (and later versions as may be mutually agreed) and, where appropriate, Microsoft Windows 95 or Windows NT. ARM will use reasonable endeavours, in collaboration with LGS, to ensure the Software operates on reputable IBM PC compatible computers provided that such operation is not constrained by significant hardware or software deficiencies.

1.16

“ Intellectual Property ” shall mean any patents, patent rights, trade marks, service marks, registered designs, topography or semiconductor maskwork rights, applications for any of the foregoing, copyright, know-how, unregistered design right, confidential information, any Intellectual Property Derivatives, and any other similar protected rights in any country, which are taken into use in the design, use or production of the ARM7TDMI Core. Software or Transfer Materials.

1.17

“ Intellectual Property Derivatives ” shall include: (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for work protected by topography or mask right, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (iii) for patentable or patented material, any improvement created by ARM; and (iv) for material protected by trade secret any new material derived from or employing such existing trade secret.

1.18

“ LG Affiliate ” shall mean each of the companies set forth in Schedule 10. An LG Affiliate shall cease to be an LG Affiliate when; (i) it is merged into a corporation other than an LG Group Company; or (ii) the majority of its voting shares becomes owned or controlled by a person, company or other legal entity other than an LG Group Company; or (iii) the Chief Executive Officer (referred to in Korean as “Hoejang”) ceases to control directly or indirectly such LG Affiliate.

1.19	“ LG Group Company ” shall mean each of the companies identified in Schedule 8.

1.20	“ LGS Users ” shall mean LGS (or any LG Group Company) when incorporating an ARM Compliant Product, distributed pursuant to this Agreement, for use in LGS’s (or such LG Group Company’s) end user products.

1.21	“ LGS Materials ” shall mean such of the Transfer Materials (or any additional materials) as are necessary to enable ARM, in respect of any Modified ARM7TDMI Core, to exercise the rights set out in Clause 2.3.

1.22	“ Models ” shall mean: (i) the object code and source code of the programs identified in Schedule 3 Part A; (ii) the object code and such source code of the programs identified in Schedule 3 Part B as may be necessary (at ARM’s absolute discretion) to allow the support of


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subsequent releases of the specified simulator: and (iii) subject to the payment by LGS of the fee(s) set out in Clause 9.2, the object code and such source code of the programs identified in Schedule 3 Part C as may be necessary (at ARM’s absolute discretion) to allow the support of subsequent releases of the specified simulator; together with such Updates thereof, if any, as are developed by or for ARM.

1.23	“ Modified ARM7TDMI Core ” shall mean any ARM7TDMI Core modified in accordance with the provisions of Clause 2.2.

1.24

“ NSP ” shall mean the net sales price of any ARM Compliant Product calculated by taking the aggregate invoice price charged on arm’s length terms by LGS and its Subsidiaries in the sale or distribution of any ARM Compliant Product, less any (i) value added, turnover, import, or other tax, duty or tariff payable thereon (ii) freight and insurance costs incurred and (iii) amounts actually repaid or credited with respect to any ARM Compliant Products returned.

In the event that ARM, in its discretion, considers that the NSP for any ARM Compliant Product charged to LGS Users is materially below the open market value for such ARM Compliant Product, the NSP shall be deemed to be: in the case of the sale or distribution of any ARM Compliant Product to LGS Users, the net sales price for such ARM Compliant Product sold by LGS to third parties; and in the case of the sale or distribution of ARM Compliant Products manufactured for, and supplied solely to, LGS Users, at a minimum, the sum of:

(i)

the cost of materials and the cost of fabrication or such other processing of such ARM Compliant Product; and

(ii)

an amount for general expenses and profit equal to that usually reflected in the sales to third parties of products of the same general class or kind as the ARM Compliant Product; and

(iii)

the cost of all packaging.

1.25	“ PIV Card ” shall mean the hardware identified in Schedule 2 Section 1 Part A as Item E1.

1.26	“ Software ” shall mean together the Models, Tools, Test Programs, Embedded ICE and Vectors.

1.27

“ Subsidiary ” shall mean any company the majority of whose voting shares is now or hereafter owned or controlled, directly or indirectly, by a party hereto or any company a majority of whose voting shares is now or hereafter owned or controlled, directly or indirectly, by any of the aforementioned entities. A company shall be considered a Subsidiary only so long as such control exists.

1.28	“ Sun/SunOS ” shall mean any Sun/SPARC compatible computer running SunOS v4.1.3_u1 (and later versions as may be mutually agreed).

1.29	“ Test Programs ” shall mean the source code and object code of the programs identified in Schedule 2 Part B Section 1 Items T1 and T2 together with such Updates, if any, as are developed by or for ARM.

1.30	“ Test Chip ” shall mean a device which complies with the test chip specification set forth in Schedule 2 Part A Item D1.

1.31	“ Test Chip Characterisation Vectors ” shall mean those test vectors identified in Schedule 2 Part A Items D6, D7, D8 and D9.


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1.32	“ Test Chip Functional Vectors ” shall mean those test vectors identified in Schedule 2 Part A Items D4 and D5.

1.33	“ Tools ” shall mean the source and object code of the programs identified in Schedule 4 Parts A and B; and (ii) the documentation identified in Schedule 4 Part C, together with such Updates, if any, as are developed by or for ARM.

1.34	“ Trademarks ” shall mean the trademarks, service marks and logos set forth in Schedule 5.

1.35	“ Transfer Materials ” shall mean that technical information with respect to the ARM7TDMI Core identified in Schedule 2 Part A.

1.36

“ Updates ” shall mean; (i) for the Software, any bug fixes or enhancements to the Software the incorporation of which ARM, in its absolute discretion, decides does not cause to be created a new product; and (ii) for the Transfer Materials, all modifications, enhancements and updates to the Transfer Materials, created by ARM, including such modifications to the Transfer Materials as are made by ARM’s other licencees and adopted by ARM for general release as an update provided that ARM may exclude any modification, enhancement or update which ARM, in its absolute discretion decides, results in the creation of a new product;

1.37

“ Use ” shall mean copying the programs identified in Schedule 3 Parts B and C and Schedule 4 Parts A and C onto a computer for the purposes of processing the instructions or statements contained therein, but excluding disassembly, reverse assembly, or reverse compiling except as permitted by local legislation implementing Article 6 of the EC Software Directive and only to the extent necessary to achieve interoperability of an independently created program with other programs. Disassembly, reverse assembly, or reverse compiling for die purpose of error correction is specifically prohibited.

1.38	“ Vectors ” shall mean together the Test Chip Functional Vectors and Test Chip Characterisation Vectors.

1.39	“ 1995 Agreement ” shall mean the Technology Licence Agreement between ARM and LGS dated the 5th October 1995.

2.	Licence

2.1	In consideration of the fee (“Core Fee”) set out in Schedule 12 Part A, ARM hereby grants to LGS, under the Intellectual Property, a perpetual (subject to Clause 18), non-transferable (subject to Clause 20.3), non-exclusive, world-wide right and licence to:

(i)

use, modify (subject to the provisions of Clauses 2.2 and 2.3) and copy the Transfer Materials solely for the purposes of creating, developing, manufacturing, having manufactured (subject to the provisions of Clauses 2.4 and 2.5), and selling, supplying and distributing to any third party, ARM Compliant Products;

(ii)

modify, translate, reproduce and distribute, subject to the confidentiality obligations set forth in Clause 14, the documentation identified in Schedule 2 (except Item A2).


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2.2	LGS may modify:

(i)

the internal logic of any ARM7TDMI Core:

(ii)

the layout of any ARM7TDMI Core where necessary for the purposes of manufacturing such ARM7TDMI Core on another CMOS process,

PROVIDED ALWAYS THAT the Modified ARM7TDMI Core retains compatibility with the ARM Instruction Set. A Modified ARM7TDMI Core will be deemed compatible if the Test Chip for the Modified ARM7TDMI Core: (i) executes each and every instruction contained in the ARM Instruction Set; (ii) executes the instructions at an identical rate of clocks per instruction as the ARM7TDMI Core from which it was derived; and (iii) runs the Vectors and the AVS.

2.3

LGS hereby grants to ARM, in respect of all modifications made to the ARM7TDMI Core (“Modifications”), a perpetual and irrevocable, royalty-free, non-transferable, non-exclusive, world-wide right and licence to manufacture, have manufactured, modify, create derivative works of, use, sell, supply and distribute all Modifications and sub-license others to exercise similar rights with respect to such Modifications. In pursuance of the licence to all Modifications hereby granted, LGS shall;

2.3.1

prior to any prototype production of the first ARM Compliant Product including any Modification, deliver to ARM, in writing, a full technical description of such proposed Modification; and

2.3.2

within thirty (30) days of the first shipment of the first ARM Compliant Product including any Modification, deliver to ARM the LGS Materials for such ARM Compliant Product including the Modification.

For the avoidance of doubt, nothing in this Clause 2.3 shall be construed as granting to ARM any right or licence to any peripheral devices owned by LGS which are integrated around the ARM7TDMI Core.

ARM shall notify LGS in the event that ARM incorporates any Modification in any general update to or general release of the ARM7TDMI Core.

2.4	LGS may exercise its right to have manufactured ARM Compliant Products provided that:

(i)

LGS notifies ARM of the identity of LGS’s subcontracted manufacturer (“Manufacturer”) not less than thirty (30) days prior to first prototype production by the Manufacturer; and

(ii)

LGS ensures that any Manufacturer agrees (i) to be bound by the same obligations of confidentiality as are contained in this Agreement and (ii) to supply The ARM Compliant Products solely to LGS.

In the event that any Manufacturer breaches the provisions referred to in this Clause 2.4, LGS agrees that such breach shall be treated as a material breach of this Agreement by LGS which is incapable of remedy. Further LGS hereby undertakes to keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to such breach.

For the avoidance of doubt, in the event that LGS subcontracts only the packaging of ARM Compliant Products to a third party, LGS shall be released from the obligations of this Clause 2.4.


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2.5	In the event that LGS subcontracts the packaging of ARM Compliant Products, LGS shall

(i)

ensure that the packaging company agrees to supply the ARM Compliant Products solely to LGS; and

(ii)

undertake to keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to the breach of the provisions of Clause 2.5(i).

2.6	For the avoidance of doubt, no right is granted to LGS to:

(i)

sublicense the rights licensed to LGS pursuant to Clause 2.1;

(ii)

distribute any ARM Compliant Product prior to verification in accordance with Clause 3 except that in the event that it is the intention of LGS, and LGS do proceed, to verify a device in accordance with Clause 3, LGS may distribute a maximum of one hundred (100) prototype units of such device without having verified such device.

2.7

Save as licensed in Clause 2.1, LGS acquires no right, title or interest in the ARM7TDMI Core or Transfer Materials and Intellectual Property. In no event shall the licence grant set forth in Clause 2.1 be construed as granting LGS, expressly or by implication, estoppel or otherwise, a licence to use any ARM technology or intellectual property other than that pertaining to the ARM7TDMI Core.

2.8	During the term of this Agreement, LGS may exercise the right to include any Subsidiary as a licence of ARM provided that:

(i)

such Subsidiary agrees in writing, as set forth in Schedule 1, to be bound by the obligations of LGS and to comply with all the terms and conditions of this Agreement LGS shall deliver to ARM a copy of the Subsidiary’s undertaking within thirty (30) days of the execution of such undertaking:

(ii)

any breach of the terms and conditions of this Agreement by a Subsidiary shall constitute a breach of this Agreement by LGS;

(iii)

any termination of this Agreement as provided by Clause 18 shall be effective in respect of all Subsidiaries;

(iv)

any licence, granted in accordance with the provisions of this Clause 2.8, shall automatically terminate upon any Subsidiary ceasing to be a Subsidiary.

2.9	During the term of this Agreement LGS may exercise the right to include any LG Affiliate as a Licence of ARM provided that:

(i)

such LG Affiliate agrees in writing, as set forth in Schedule 11, to be bound by the obligations of LGS and to comply with all the terms and conditions of this Agreement LGS shall deliver to ARM a copy of the LG Affiliate’s undertaking within thirty (30) days of the execution of such undertaking;

(ii)

any breach of the terms and conditions of this Agreement by a LG Affiliate shall constitute a breach of this Agreement by LGS;

(iii)

any termination of this Agreement as provided by Clause 18 shall be effective in respect of all LG Affiliates;


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(iv)

any licence, granted in accordance with the provisions of this Clause 2.9, shall automatically terminate upon any LG Affiliate ceasing to be a member of the LG Group.

3.	Verification of ARM Compliant Products

3.1	LGS shall manufacture and characterise a Test Chip for the ARM7TDMI Core and any Modified ARM7TDMI Core.

3.2	LGS shall:

(i)

run the Vectors, in the appropriate format, on the Test Chip and deliver to ARM, a copy of the log (“the Log Results”) generated by running the Vectors together with five (5) samples of the Test Chip: and

(ii)

run the AVS on the Test Chip (by means of a PIV Card) and deliver to ARM a copy of the log (“the AVS Results”) generated by running the AVS.

ARM may, at ARM’S discretion, exercise the right to run the Vectors and/or AVS on the Test Chip.

3.3	The ARM7TDMI Core shall be verified upon:

(i)

ARM’S acceptance, of the Log Results either; (a) delivered by LGS; or (b) generated by ARM. The Log Results shall be accepted when they indicate that no errors have been detected or where any errors detected have been jointly agreed, in good faith, and a waiver agreed between the parties: and

(ii)

ARM’s acceptance of the AVS Results either; (a) delivered by LGS; or (b) generated by ARM. The AVS Results shall be accepted when they indicate that no differences have been detected between the AVS Results and the AVS reference file supplied by ARM or where any errors detected have been jointly agreed, in good faith, and a waiver agreed between the parties.

ARM shall notify LGS, in writing, within thirty (30) days of delivery by LGS of the Log Results and Test Chip samples to ARM (the “Verification Period”), whether the Test Chip has been verified or has failed the verification process. In the event that the Test Chip fails the verification process, ARM shall provide details of the errors which cause the failure to LGS and LGS shall endeavour to correct the errors. The parties shall repeat the above process until either: (i) the Test Chip is verified; or (ii) LGS withdraws the Test Chip from the verification process. In the event that ARM fails to notify LGS of the result of the verification process within the Verification Period, the Test Chip subject to the verification process shall be deemed verified.

3.4

Provided that: (a) the Test Chip has been verified in accordance with the provisions of Clause 3.2; and (b) the ARM Compliant Product containing the ARM Core contained in such Test Chip runs the Core Functional Test Vectors and they indicate that no errors have been detected (or where any errors detected have been jointly agreed, in good faith, and a waiver agreed between the parties), LGS may distribute such ARM Compliant Product without further verification.

3.5

LGS shall provide to ARM. free of charge, within thirty (30) days of verification in accordance with Clause 3.2, fifty (50) samples of each Test Chip manufactured by LGS on each process utilised for such manufacture, so that ARM, at its option, may test the compatibility of each Test Chip. For the avoidance of doubt, there shall be no restriction on ARM’s use of such samples provided that ARM shall not reverse engineer any Test Chips provided by LGS under this Clause 3.


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4.	Models Licence

4.1	In consideration of the fee (“Models Fee”) set out in Schedule 12 Part K, ARM hereby grants to LGS a non-transferable (subject to Clause 20.3), non-exclusive, world-wide right and licence under the Intellectual Property, to;

(i)

reproduce and use, internally and for third party support purposes, the Models and relevant documentation;

(ii)

reproduce and distribute, and sub-license (provided that the end user agrees to be bound by the End User Licence) the Use of the object code of the Models (excluding the Model identified in Schedule 3 Part A);

(iii)

modify, reproduce, use and distribute, in connection with the Models (excluding the Model identified in Schedule 3 Part A), the documentation (including any modified documentation) relevant thereto.

(iv)

sub-license the distribution rights granted to LGS under Clauses 4.1(ii) and (iii) to Authorised Distributors only.

4.2	For the avoidance of doubt, except as provided by Clause 4.1(iv), no right is granted to LGS to sub-license the right to sell, supply or otherwise distribute the Models.

5.	Tools Licence

5.1	In consideration of the Fees set out in Schedule 12 Part L. ARM hereby grants, to LGS, a non-transferable (subject to Clause 20.3), non-exclusive, world-wide right and licence under the Intellectual Property, to;

(i)

modify the Tools and related documentation identified in Schedule 4 solely for the purpose of providing Hangul language support and incorporating any LGS logo;

(ii)

copy and use the Tools and related documentation identified in Schedule 4 (and any modified versions thereof created under the provisions of Clause 5.1(i)), internally only.

5.2	If, within the period of two (2) years from the Effective Date LGS exercises any of the following options;

Option 1: payment of the fees (“Tools Distribution Option Fee 1”) set out in Schedule 12 Part H; or

Option 2: payment of the fees (“Tools Distribution Option Fee 2”) set out in Schedule 12 Part I; or

Option 3: payment of the fees (“Tools Distribution Option Fee 3”) set out in Schedule 12 Part J.

The licence to the Tools provided in Clause 5.1 shall be extended to include the following rights:

(i)

copy and distribute and sub-license (provided that the end user agrees to be bound by the End User Licence) the Use of the object code of the Tools identified in Schedule 4 Part A and Schedule 4 Part C;


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(ii)

copy and distribute, and sub-license (provided that the end user agrees to be bound by the End User Licence) the use of the Tools identified in Schedule 4 Part B (including the Tools modified in accordance with Clause 5.1(ii));

(iii)

modify, copy, use and distribute the Tools documentation identified in Schedule 4 Part D (including any modified Tools documentation);

(iv)

sub-license the distribution rights granted to LGS under Clauses 5.2 (i)-(iii) to Authorised Distributors only.

5.3	For the avoidance of doubt, except as provided by Clause 5.2(iv), no right is granted to LGS to sub-license the right to sell, supply or otherwise distribute the Tools.

5A.

Embedded ICE Licence

5A.1	In consideration of the fees paid by LGS to ARM as set out in Schedule 12 Part C. ARM hereby grants to LGS a non-transferable (subject to Clause 20.3), non-exclusive, world-wide licence under the Intellectual Property to;

(i)

use copy and modify the Embedded ICE, internally and for third party support purposes;

(ii)

copy and distribute and sub-license (provided that the end user agrees to be bound by the End User Licence) the Use of the binary code derived from the source code for the Embedded ICE (together with any modified versions thereof created under the provisions of Clause 5A.1(i)) of the Embedded ICE.

5B.

PID7T Configurable Device Programs Licence

5B.1	ARM hereby grants to LGS a non-transferable (subject to Clause 20.3), non-exclusive, world-wide licence under the Intellectual Property to;

(i)

use copy and modify the PID7T Configurable Device Programs identified in Schedule 15 Part B, internally and for third party support purposes.

6.	Verification and Test Licence

6.1

In consideration of the fees (“Core Fees”) paid by LGS to ARM as set out in Schedule 12 Part A. ARM hereby grants to LGS a non-transferable (subject to Clause 20.3), nonexclusive, world-wide right and licence under the Intellectual Property, to copy, modify (subject to the provisions of Clause 6.2) and use internally only, the Test Programs and associated documentation.

6.2	LGS may modify the Test Programs provided that;

(i)

the Test Programs exhibit the same functionality after modification as they did prior to modification; and

(ii)

LGS shall, upon request, from ARM, deliver, to ARM, the source code for such modified Test Programs and a file of the test patterns generated using such modified Test Programs.

6.3	ARM hereby grants, to LGS, a non-transferable (subject to Clause 20.3), non-exclusive,

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