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SYNOPSYS END-USER SOFTWARE LICENSE AGREEMENT

PyCell Studio ("Licensed Product")

This End-User Software License Agreement ("Agreement") is a legal agreement between you and the contracting Synopsys entity identified below ("Synopsys"). YOU MUST READ AND AGREE TO THE TERMS OF THIS AGREEMENT BEFORE ANY SYNOPSYS SOFTWARE PRODUCT ("LICENSED PRODUCT") CAN BE DOWNLOADED OR INSTALLED OR USED. BY CLICKING ON THE "ACCEPT" BUTTON OF THIS AGREEMENT, OR BY DOWNLOADING, INSTALLING OR USING A LICENSED PRODUCT, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD EXIT THIS PAGE AND NOT DOWNLOAD OR INSTALL OR USE ANY LICENSED PRODUCT. BY DOING SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO DOWNLOAD OR INSTALL OR USE A LICENSED PRODUCT.

1.Limited License Grant. Subject to the terms of this Agreement, Synopsys hereby grants to you a limited, personal, nonexclusive, fully paid, royalty-free, worldwide, nonassignable, nontransferable license, without the right to sublicense, to use the Licensed Product and any user manuals, reference manuals, release, application and methodology notes, written utility programs, and other materials in any form provided by Synopsys for use with a Licensed Product ("Documentation") subject to the following terms and conditions.
      A.You may use the Licensed Product solely for the purpose of (i) creating, modifying and executing PyCell libraries, as well as to (ii) distribute PyCell libraries generated with use of PyCell Studio to third parties for execution with PyCell Studio.
      B.You acknowledge and agree that you will not, nor shall you allow any third party to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Licensed Product by any means whatever, or disclose any of the foregoing; (ii) distribute, lease, lend, use for timesharing, service bureau, and/or application service provider purposes the Licensed Product; (iii) use the Licensed Product for the benefit of anyone other than you; (iv) modify, incorporate into or with other software, or create a derivative work of any part of the Licensed Product; (v) disclose the results of any benchmarking of a Licensed Product (whether or not the results were obtained with assistance from Synopsys) to any third party; (vi) use the Licensed Product to develop or enhance any product that competes with any Synopsys product; or (vii) employ the Licensed Product in, or in the development of, life critical applications or in any other application where failure of such Licensed Product, or any results from the use thereof, can reasonably be expected to result in personal injury.
      C.You agree: (i) that the Licensed Product and Documentation are the confidential information of Synopsys; (ii) to protect Synopsys' confidential information from unauthorized dissemination and use with the same degree of care that you use to protect your own like information but, in no event, less than a reasonable degree of care; (iii) not to use Synopsys' confidential information for purposes other than those necessary to directly further the purposes of this Agreement; (iv) not to disclose to third parties Synopsys' confidential information without Synopsys' prior written consent.
2.Open Source. Open Source Software: The Licensed Product may be delivered with software that is subject to open source licensing terms ("Open Source Software") which are available at https://www.synopsys.com/. If the Open Source Software license also requires source code to be made available, you may reference https://www.synopsys.com/ for information on how to obtain such source code. You agree that all Open Source Software shall be and shall remain subject to the terms and conditions under which it is provided. The Open Source Software is provided "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND SYNOPSYS FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO OPEN SOURCE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER SYNOPSYS NOR THE LICENSORS OF OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Copyrights to the Open Source Software are held by the copyright holders indicated in the copyright notices in the corresponding source files.
3.Maintenance. Synopsys has no obligation pursuant to this Agreement to provide maintenance services to you with respect to the Licensed Products. Notwithstanding the foregoing, Synopsys may, in its sole discretion and from time to time, provide technical assistance to you such as responding to questions. In addition, Synopsys may, in its sole discretion, make error corrections, bug fixes or updates to the Licensed Products available to you, and your use of such shall be deemed Synopsys' confidential information subject to the terms of this Agreement. For clarity, if Synopsys makes maintenance services for the Licensed Product available to its customers, you may enter into a separate agreement with Synopsys to obtain such maintenance services.
4.Ownership Rights. Synopsys and/or its licensors own and shall retain all right, title and interest in and to the Licensed Product and Documentation, including all intellectual property rights embodied therein, and you shall have no rights with respect thereto other than the rights expressly set forth in this Agreement. All rights not expressly granted to you in this Agreement are retained by Synopsys. You acknowledge and agree that any misuse of the Licensed Product shall be deemed a material breach of this Agreement. Synopsys's licensors are third-party beneficiaries of, and thus may enforce against you, the license restrictions and confidentiality obligations in this Agreement with respect to their intellectual property and proprietary information.
5.No Warranty. THE LICENSED PRODUCT IS LICENSED "AS IS" AND SYNOPSYS MAKES NO WARRANTY EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE LICENSED PRODUCT AND DOCUMENTATION AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
6.Intellectual Property Infringement.
      A.Indemnity. Synopsys agrees, at its own expense, to defend or, at its option, to settle, any claim or action brought against you to the extent it is based on a claim that the Licensed Product as used within the scope of this Agreement infringes or violates any United States patent, copyright, trademark or trade secret, and Synopsys will indemnify and hold you harmless from and against any damages, costs and fees reasonably incurred (including reasonable attorneys' fees) that are attributable to such claim or action and which are assessed against you in a final judgment. You agree that Synopsys shall be released from the foregoing obligation unless you provide Synopsys with: (i) prompt written notification of the claim or action; (ii) sole control and authority over the defense or settlement thereof; and (iii) all available information, assistance and authority to settle and/or defend any such claim or action.
      B.Limited Remedies. If any Licensed Product becomes, or in the opinion of Synopsys is likely to become, the subject of an infringement claim or action, Synopsys may at its sole option: (i) procure, at no cost to you, the right to continue using the Licensed Product; (ii) replace or modify the Licensed Product to render it noninfringing, provided there is no material loss of functionality; or (iii) if, in Synopsys' reasonable opinion, neither (i) nor (ii) above are commercially feasible, terminate the license.
      C.Exceptions. Synopsys will have no liability under this Section 4 for any claim or action where: (i) such claim or action would have been avoided but for modifications of the Licensed Product, or portions thereof, made by anyone other than Synopsys; (ii) such claim or action would have been avoided but for the combination or use of the Licensed Product, or portions thereof, with other products, processes or materials not supplied by Synopsys; (iii) you continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (iv) your use of the Licensed Product is not strictly in accordance with the terms of this Agreement. You will be liable for all damages, costs, expenses, settlements and attorneys' fees related to any claim of infringement arising as a result of (i)-(iv) above.
      D.Disclaimer. THE FOREGOING PROVISIONS OF THIS SECTION 6 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF SYNOPSYS, AND THE EXCLUSIVE REMEDY OF YOU, IF ANY, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE LICENSED PRODUCT(S) AND DOCUMENTATION PROVIDED HEREUNDER.
7.Limitation of Liability.
      A.Direct Damages. SYNOPSYS' TOTAL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THE LICENSING OR THE USE OF THE LICENSED PRODUCT(S), INCLUDING WITHOUT LIMITATION SYNOPSYS' INDEMNITY OBLIGATIONS UNDER SECTION 6, SHALL NOT EXCEED THE LICENSE FEE RECEIVED BY SYNOPSYS FROM YOU FOR THE PARTICULAR LICENSED PRODUCT INVOLVED.
      B.Consequential Damages. UNDER NO CIRCUMSTANCES SHALL SYNOPSYS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED PRODUCT AND DOCUMENTATION, HOWEVER CAUSED, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
8.Term and Termination.
      A.Term. The term of the license granted hereunder shall be twelve months from the time of first use of the Licensed Product, unless terminated earlier as provided hereunder.
      B.Termination. Synopsys may terminate this Agreement if you breach or are in default of any obligation hereunder, which default is incapable of cure or which, being capable of cure, has not been cured within fifteen (15) business days after receipt of written notice thereof. For the avoidance of doubt, your breach of Section 1 (Limited License Grant) shall be deemed a material breach hereof.
      C.Effect of Termination. Upon expiration or termination of this Agreement, you shall, at Synopsys' discretion, destroy or return to Synopsys all Licensed Product and related Documentation and other confidential information of Synopsys, including all copies thereof, whether in written or other tangible form, provided to you pursuant to this Agreement. You shall provide Synopsys with written notice of such return or destruction within thirty (30) days following any such expiration or termination.
      D.Survival. Sections 1B, 1C, 2, 4, 5, 7, 8C, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive any termination or expiration of this Agreement.
9.Export Controls. You agree and certify that neither the Licensed Product, nor any other technical data received from Synopsys, nor the direct product thereof, will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. You will not, without a U.S. Bureau of Industry and Security license or license exception, (i) export, re-export, or transfer any technology, software, or source code subject to this Agreement, either directly or indirectly, to any national of any country identified in Country Groups D:1 or E:2 as defined in the EARs, or (ii) export to any country identified in Country Groups D:1 or E:2 the direct product of the technology, software or source code, if such foreign produced product is subject to the national security controls as identified on the Commerce Control List ("CCL"). In addition, goods, software and any technology subject to this Agreement may not be exported, re-exported, or transferred to (a) to any person or entity listed on the "Entity List", "Denied Persons List" or the list of "Specifically Designated Nationals and Blocked Persons" as such lists are maintained by the U.S. Government, or (b) an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons.
10.Transfers and Assignments: You may not transfer or assign your license rights to any other person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from Synopsys. If you attempt to transfer or assign any of your license rights without Synopsys's consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of this Agreement). For purposes of this Section 10, if you are a company or corporation a transfer or assignment of your license rights will be deemed to have occurred (a) if a third party (or group of third parties acting in concert) acquires beneficial ownership of fifty percent (50%) or more of either your assets or of the stock or other equity interests entitled to vote for your directors or equivalent managing authority, or (b) in the event of a merger, consolidation or other business combination between you and one or more third parties where your stockholders immediately before that transaction own (directly or indirectly), after that transaction, less than fifty percent (50%) of the stock or other equity interests entitled to vote for the directors or equivalent managing authority of the surviving entity.
11.Synopsys Entities: Synopsys, Inc. and its wholly-owned subsidiaries, including Synopsys International Limited, Synopsys International Limited Taiwan Branch, and Synopsys Global Kft, have agreed to their respective rights and obligations regarding the distribution of the Licensed Products and the performance of obligations related to the Licensed Products. You acknowledge that: (i) Synopsys Inc. or any directly or indirectly wholly-owned subsidiary or branch of Synopsys, Inc. may treat an order addressed to that entity, representative office or branch as having been addressed to the appropriate entity or entities or branch with distribution rights for the geographic region in which the Licensed Products will be used; and (ii) delivery will be completed by the Synopsys entity or branch with distribution rights for the geographic region in which the Licensed Products will be used or service will be provided. For products used or services provided in a country in the Americas or Africa, the distributing Synopsys entity is Synopsys, Inc., based in California, USA. For products used or services provided in Taiwan, the distributing Synopsys entity is Synopsys International Limited Taiwan Branch, based in Taiwan. For products used or services provided in Hungary, Australia, Belarus, Bulgaria, Israel, Poland, the Republic of Korea, Romania, Russia, Ukraine or Vietnam, the distributing Synopsys entity is Synopsys Global Kft, based in Hungary. For products used or services provided in Japan, the distributing Synopsys entity is Nihon Synopsys Co., Ltd., based in Japan. For products used or services provided in any country other than those identified above, the distributing Synopsys entity is Synopsys International Limited, based in Ireland.
12.Audit and Compliance. Synopsys may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Licensed Products and Documentation to verify your compliance with this Agreement. You agree to give Synopsys (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. Synopsys will give you at least five days advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than once per year, unless Synopsys has a good-faith basis for believing that more frequent audits are warranted. Synopsys will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this Agreement in a material way, in which case you agree to reimburse Synopsys for these costs.
13.Waivers. Either party's failure to enforce any provision of this Agreement will not be deemed a waiver of the future enforcement of that provision or enforcement of any other provision. In order to be binding, a waiver must be in writing and signed by the party giving the waiver.
14.Independent Contractors. The parties to this Agreement are independent contractors. Neither party is the agent or partner of the other party, or has any power or authority to act on behalf of the other party.
15.Remedies. Except where this Agreement expressly provides exclusive remedies, all rights and remedies of either party (including termination rights) are cumulative. You agree that monetary damages alone would not be an adequate remedy, and therefore Synopsys will be entitled to injunctive relief if you materially breach the license restrictions or confidentiality provisions in this Agreement.
16.General. Nothing contained in any agreement between you and Synopsys shall in any way modify the terms hereof or add any additional terms or conditions to this Agreement. The prevailing party in any litigation in connection with this Agreement shall be entitled to an award of reasonable attorneys' fees and costs. If, for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement shall be governed by and construed under the laws of the State of California, USA, without regard for its conflict of laws principles. In no event shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and representations, oral or written, express or implied, regarding such subject matter. This Agreement shall only be modified or amended in a writing signed by duly authorized representatives of the parties hereto.

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