Amendment No. 2 to Software OEM License Agreement between Cadence Design Systems and Synplicity, Inc.

Summary

This amendment updates the existing Software OEM License Agreement between Cadence Design Systems (including its Ireland subsidiary) and Synplicity, Inc. It adds new product definitions, revises license and distribution terms, and extends the agreement through December 31, 2001. The amendment restricts certain distribution models, specifies accounts excluded from distribution, and updates product and fee schedules. It also clarifies maintenance responsibilities and change of control provisions. The parties agree to annual review of certain terms and to direct support by Synplicity for end users.

EX-10.9.2 20 0020.txt AMENDMENT 2 TO SOFTWARE OEM LICENSE AGREEMENT EXHIBIT 10.9.2 AMENDMENT 2 TO SOFTWARE OEM LICENSE AGREEMENT Agreement No. SOLA-97SYNP1223 --------------- Effective Date: 12/17/99 -------- This Amendment 2 ("Amendment 2") is entered into effective as of the date set forth above by and among, on the one hand, Cadence Design Systems, Inc., a Delaware corporation having a principal place of business at 555 River Oaks Parkway, San Jose, California 95134, and Cadence Design Systems (Ireland) Limited, a corporation organized and existing under the laws of Ireland having a place of business at Block U, East Point Business Park, Dublin 3, Ireland (collectively, "Cadence"), and, on the other hand, Synplicity, Inc., having a principal place of business at 935 Stewart Drive, Sunnyvale, California 94086 ("Vendor"). This Amendment 2 amends that Software OEM License Agreement between the parties entered into as of December 23, 1997 (the "OEM Agreement") and amended by Amendment 1 entered into as of August 1, 1998. WHEREAS, Cadence and Vendor intend to add additional products to the OEM Agreement and revise terms of license grant to Cadence, all as set forth in this Amendment 2. NOW, THEREFORE, the parties hereby agree as follows: A. Section 1.17 is mended as follows: "Upgrade Copy" means an upgrade copy to a Licensed Work. Upgrade Copy(ies) is/are set forth in Exhibit A. Notwithstanding Section 4.1 to the contrary, an Upgrade Copy is subject to the same distribution restrictions as a Licensed Work, unless otherwise set forth in Exhibit A. B. The following definitions are added to the end of Section 1.0 as Sections 1.19, 1.20, and 1.21 respectively: "FPGA Studio Bundle" means the product bundle containing all of the following: (i) one of Cadence's Concept or Capture software products, (ii) one of Cadence's Desktop VHDL or Verilog software products, and (iii) one of Synplicity's Synplify software products. "Parent" means a corporation, limited liability company, partnership, joint venture, company, unincorporated association or other entity which, now or hereafter, owns or controls, directly or indirectly, more than fifty percent (50%) of the outstanding shares, securities or other ownership interest (representing the right to vote for the election of directors or other managing authority or the right to make the decisions for such entity, as applicable) of a party hereto. Such corporation, company or other entity shall be deemed to be a Parent only so long as such ownership or control exists. "Orcad Base" means customers of Cadence's Orcad division who have licensed Exemplar Logic, Inc.'s Leonardo Spectrum synthesis technology as part of a bundle with Orcad's Express or Express Plus product(s) prior to December 31, 1999, including customers who have licensed such bundle prior to the acquisition of Orcad, Inc. by Cadence. C. The following provision is added as Section 4.1(a): Restrictions. The parties agree that the Licensed Work(s) will not be distributed by Cadence through its Flexible Access License or subscription models and will be distributed as perpetual licenses only. D. The following provision is added as Section 4.1(c): House Accounts. As of the Effective Date, Cadence agrees not to distribute the Licensed Work(s) to the following accounts on a worldwide basis, except that Cadence may distribute to an account if a written quote has already been issued to such an account as of the Effective Date and a purchase order is received by the end of Cadence's fourth fiscal quarter of 1999. Nothing herein shall restrict Cadence's ability to sell products other than Licensed Works and provide maintenance and support to the following accounts. The parties agree to revise and negotiate in good faith the following list on an annual basis. 1. [***] 11. [***] 2. [***] 12. [***] 3. [***] 13. [***] 4. [***] 14. [***] 5, [***] 15. [***] 6. [***] 16. [***] 7. [***] 17. [***] 8. [***] 18. [***] 9. [***] 19. [***] 10. [***] 20. [***] E. The following provision is added to the end of Section 8.4: A sale, transfer, or merger shall be considered a "Change of Control" under this Section 8.4 only if the sale, transfer, or merger is to or with the following entities: Viewlogic Systems, Inc., Veribest, Inc., Pads Software, Inc., Mentor Graphics Corporation, Intercept Technology, Inc., INCASES Engineering GmbH, INCASES North America, Zuken KK, Avant! Corporation, Synopsys, Inc, and Summit Design, Inc. or any of its Parents, Subsidiaries, or successors in interest. F. The term of the Agreement as set forth in Section 11.1 of the Agreement is hereby extended through December 31, 2001. G. The following list of Vendor products replace Section 1 of Exhibit A: Product Number Description - ------------------------------------------------------------------------- SSPN Synplify for PC, node locked SSAF Synplify Floating SUAF Synplify Upgrade to All Vendors, Floating SHAF HDL Analyst Option, Floating MSPN Synplify for PC, Annual Maint., node-locked MSAF Synplify Annual Maint., Floating MHAF HDL Analyst Option, Annual Maint., Floating SSPN may only be distributed by Cadence as part of an "FPGA Studio Bundle" and may not be quoted or priced separately. In addition, SUAF may only be distributed by Cadence to customers who have purchased FPGA Studio Bundle. All other products are subject to the bundling requirements stated in section 3 of Exhibit A. [***] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. H. The following bullet point is added to the end of Section 3 of Exhibit A: . an FPGA Studio Bundle I. The following provision is added as Section 4 of Exhibit A: [***] Product Number - -------------- SSPN J. In Section 1.0 of Exhibit B, the first sentence is deleted and restated as follows: Starting from the Effective Date of this Amendment 2, Vendor shall be responsible for providing maintenance and support services directly to End Users, including "first line" support. During such time period referenced in the preceding sentence, Vendor shall fulfill and satisfy all of the maintenance and support obligations of Cadence as specified in this agreement. K. Section 1 of Exhibit C is deleted in its entirety and replaced by the following 1.1 Fees for Products Under this Agreement. For each Cadence fiscal quarter during the Term, for products and maintenance sold under this Amendment 2 for which revenue is recognized, Cadence shall pay Vendor as follows: For product and maintenance sold to an end user for the end user's use in the United States: Product Number Fees Per Copy - -------------------------------------------------------------------------------- SSPN $[***] SSAF [***]% of Net Product Revenue per copy or $[***] per copy, whichever is greater SUAF [***]% of Net Product Revenue per copy or $[***] per copy, whichever is greater SHAF [***]% of Net Product Revenue per copy or $[***] per copy, whichever is greater MSPN $[***] MSAF $[***] MHAF $[***] For product and maintenance sold to an end user for the end user's use outside of the United States: Product Number Fees Per Copy - -------------------------------------------------------------------------------- SSPN [***]% of Vendor's then applicable list price SSAF [***]% of Vendor's then applicable list price SUAF [***]% of Vendor's then applicable list price SHAF [***]% of Vendor's then applicable list price [***] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. MSPN $[***] MSAF $[***] MHAF $[***] 1.2 Simulation Upgrade. During the twelve (12) month period from the Effective ------------------ Date, for each Cadence fiscal quarter, Cadence shall pay Vendor an amount equal to [***] percent ([***]%) of the Net Simulation Revenues (defined below) recognized by Cadence from the license or sale of copies of Cadence's simulation upgrades set forth below ("Simulation Upgrades") to any customer in the Orcad Base: Product Number Description - ---------------------------------------------------------- 28420SJL NC VHDL Desktop - Node Locked License 28420SJF NC VHDL Desktop - Floating License 26200 SJL Verilog-XL Desktop - Node Locked License 26200SJF Verilog-XL Desktop - Floating License As used herein, "Net Simulation Revenues" means the portion of gross revenues recognized by Cadence that are directly attributable to the sale or license of the Simulation Upgrades, net of Marketing Agent commissions, returns, commodity taxes, value added taxes, sales taxes, and provision for bad debt. Net Simulation Revenues specifically excludes revenues recognized by Cadence from any Simulation Upgrades that are provided for evaluation or demonstration purposes only. L. Section 8.3 of Exhibit G is deleted in its entirety. M. Except as and to the extent amended by this Amendment 2, the OEM Agreement, including all of its Exhibits, shall continue in full force and effect. This Amendment 2, together with the OEM Agreement and Amendment 1 to the OEM Agreement, constitute the entire agreement among the parties with respect to its subject matter. The foregoing three documents are collectively referred to as "Agreement." Any references to the Agreement in the OEM Agreement, Amendment 1 or this Amendment 2 will be considered to include the entirety of the terms of this Agreement (as defined). Cadence Design Systems, Inc. Cadence Design Systems (Ireland) Limited By: /s/ R.L. SMITH McKEITHEN By: /s/ R.L. SMITH McKEITHEN ---------------------------- ---------------------------------- Name: R.L. SMITH McKEITHEN Name: R.L. SMITH McKEITHEN -------------------------- -------------------------------- Title: SR. VP & GENERAL COUNSEL Title: SR. VP & GENERAL COUNSEL -------------------------- ------------------------------- Synplicity, Inc. By: /s/ Douglas S. Miller ---------------------------- Name: Douglas S. Miller -------------------------- Title: VP Finance & CFO ------------------------- [***] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.