The terms of use is available online at http://dl.altera.com/eula.

<br>QUARTUS(R) PRIME LICENSE AGREEMENT VERSION 17.1
<br>&nbsp;
<br>Copyright (C) 2017 Altera(R) Corporation. Altera, Quartus,
Nios(R) II,
<br>Megacore, and the Altera logos are trademarks of Intel
Corporation or
<br>its subsidiaries in the US and other countries. Any other
trademarks
<br>and trade names referenced here are the property of their
respective
<br>owners.

<br>&nbsp;

<br>Certain files, programs, or other materials provided in
connection

<br>with the Licensed Software may originate or contain
components from

<br>Third Party Licensors (as defined below) and are licensed to
You

<br>pursuant to the terms of the applicable Third Party License
appearing

<br>upon activation or installation of the Licensed Software,
and/or are

<br>contained or described in associated release notes, header
source

<br>files, or other documentation. Any such additional terms,
conditions,

<br>or restrictions will also be identified in a separate file
called

<br>&quot;Third Party Licenses&quot; document. You agree to
carefully review and

<br>fully comply with the terms of such Third Party Licenses.

<br>NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT,
AS BETWEEN

<br>YOU AND ALTERA, AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW,

<br>ALL SUCH THIRD PARTY LICENSES SHALL BE SUBJECT TO PARAGRAPH
6

<br>(DISCLAIMER OF WARRANTIES); PARAGRAPH 10 (LIMITATION OF
LIABILITY);

<br>AND PARAGRAPH 11 (CHOICE OF LAW/VENUE). ALTERA OFFERS NO
WARRANTIES

<br>(WHETHER EXPRESS OR IMPLIED); INDEMNIFICATION; AND/OR
SUPPORT OF ANY

<br>KIND WITH RESPECT TO THIRD PARTY MATERIALS, EXCEPT THAT WE WILL
PASS

<br>THROUGH TO YOU, IF AND TO THE EXTENT AVAILABLE, ANY
WARRANTIES

<br>EXPRESSLY PROVIDED TO US BY THIRD PARTY LICENSORS RELATING
TO SUCH

<br>THIRD PARTY MATERIALS.

<br>&nbsp;

<br>PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS
QUARTUS PRIME

<br>VERSION 17.1 LICENSE AGREEMENT (THE &quot;QUARTUS
AGREEMENT&quot; OR

<br>&quot;AGREEMENT&quot;) CAREFULLY BEFORE DOWNLOADING,
INSTALLING OR USING THE

<br>LICENSED SOFTWARE. BY: (A) DOWNLOADING, INSTALLING OR USING
THE

<br>LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR OTHER FEE
TO ALTERA;

<br>OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR, YOU
INDICATE YOUR

<br>ACCEPTANCE OF THIS AGREEMENT OR THE AGREEMENT BETWEEN YOU
AND THE

<br>AUTHORIZED DISTRIBUTOR FROM WHICH YOU HAVE ACQUIRED THE
LICENSE. IN

<br>THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS
AGREEMENT AND

<br>YOUR AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR, THIS
AGREEMENT WILL

<br>GOVERN AND CONTROL, EXCEPT WITH REGARDS TO PAYMENT TERMS.

<br>&nbsp;

<br>IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT OR

<br>THE TERMS OF ANY THIRD PARTY LICENSES, DO NOT DOWNLOAD,
INSTALL, OR

<br>USE THE LICENSED SOFTWARE. IF YOU HAVE ALREADY DOWNLOADED
THE LICENSED

<br>SOFTWARE, PLEASE UNINSTALL IT AND IRREVOCABLY DESTROY IT AND
ANY

<br>COPIES YOU HAVE MADE AS SOON AS POSSIBLE. IF YOU HAVE
RECEIVED A COPY

<br>OF THE LICENSED SOFTWARE ON A DVD OR OTHER MANNER THAN
ELECTRONIC

<br>DOWNLOAD, PLEASE RETURN THE LICENSED SOFTWARE UNUSED TO
ALTERA OR THE

<br>ALTERA AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED THE
LICENSE AS

<br>SOON AS POSSIBLE.

<br>&nbsp;

<br>1. Definitions.

<br>&nbsp;

<br>&quot;Altera&quot; means Altera Corporation, a Delaware
corporation with a place

<br>of business at 101 Innovation Drive, San Jose, California
95134 U.S.A.

<br>including its parent company and their respective
affiliates, and

<br>subsidiaries worldwide.

<br>&nbsp;

<br>&quot;Authorized Contractors&quot; means a person, company,
or other entity

<br>that: (i) provides design, testing, or integration services
for You,

<br>provided such integration services shall be performed solely
for

<br>implementation within Devices; and (ii) is subject to a
written

<br>confidentiality agreement protecting Altera's Confidential
Information

<br>with restrictions no less restrictive than those contained
in this

<br>Agreement, and You will enforce such agreement in the same
fashion as

<br>You would enforce Your own confidentiality agreements of
similar

<br>nature and importance, but in no event will You use less
than a

<br>reasonable standard. Any access to or use of the Licensed
Software or

<br>the Licensed Products by the Authorized Contractor is
subject to the

<br>following: (a) such access and/or use shall be for Your sole
benefit;

<br>(b) a breach of this Agreement or the terms of any other
Altera

<br>agreement by the Authorized Contractor shall be deemed to be
a breach

<br>of such agreement(s) by You, and You will be liable for any
acts or

<br>omissions of the Authorized Contractor; and (c) You shall
ensure that

<br>in no event will any such Authorized Contractor be a
competitor of

<br>Altera.

<br>&nbsp;

<br>&quot;Authorized Distributor&quot; means a reseller, OEM,
ODM, cloud platform

<br>provider, or any distributor or reseller that is authorized
by Altera

<br>to license the Licensed Software to end users in a valid
agreement

<br>entered into between Altera and such OEM, ODM, reseller or

<br>distributor.

<br>&nbsp;

<br>&quot;Checkout License&quot; means a time-limited license
granted by Altera

<br>associated with an existing Floating Node Seat to install
and Use the

<br>Licensed Software on a single fixed standalone computer for
use by a

<br>single user. This license shall expire after a specified
time, as

<br>designated by Altera. The total number of Checkout Licenses
that may

<br>be granted in relation to a single Floating Node Seat may
not exceed

<br>the total number of individual Seats associated with such
Floating

<br>Node Seat.

<br>&nbsp;

<br>&quot;Concurrent Users&quot; means the number of
simultaneous Users accessing

<br>the Licensed Software. For example, a 20-use concurrent use
license

<br>would allow 20 Users to log in and use the Licensed Software
at one

<br>time, but the 21st User attempting to log in would be
blocked and

<br>unable to do so until one other User logs out.

<br>&nbsp;

<br>&quot;Confidential Information&quot; means and includes, but
is not limited to:

<br>(i) the Licensed Software (whether provided in source code
or binary

<br>form, including any modifications, derivatives, updates and
upgrades

<br>thereto) and the algorithms, concepts, techniques, methods,
and

<br>processes embodied therein; (ii) the Licensed Products and
all

<br>information and Specifications associated therewith; (iii)
any

<br>business, marketing, technical, scientific or financial
information

<br>disclosed to You by Altera or an Authorized Distributor; or
(iv) any

<br>information which, at the time of disclosure, is designated
in writing

<br>as confidential or proprietary, or similar designation, is
disclosed

<br>in circumstances of confidence, or would be reasonably
understood by a

<br>person, exercising business judgment, to be confidential.

<br>&nbsp;

<br>&quot;Derivative Works&quot; means any derivatives or
modifications of the

<br>Licensed Software created by You or by a third party on Your
behalf,

<br>including: (i) for copyrightable or copyrighted material,
any

<br>translation, abridgement, revision or other form in which an
existing

<br>work may be recast, transformed or adapted; (ii) for work
protected by

<br>topography or mask rights, any translation, abridgement,
revision or

<br>other form in which an existing work may be recast,
transformed or

<br>adapted; (iii) for patentable or patented material, any
improvements;

<br>and (iv) for materials  protected by trade secret, any new
material

<br>derived from or employing such trade secret.

<br>&nbsp;

<br>&quot;Designated Equipment&quot; means the computer system
identified by a

<br>network interface card (&quot;NIC&quot;) or host ID number
on which the Licensed

<br>Software is installed and Used, and which has the
configuration,

<br>capacity, operating system version level, and pre-requisite

<br>applications described in the Documentation as necessary for
the

<br>operation of the Licensed Software, and is designated by the
NIC/host

<br>ID in the License Key as the computer system on which the
License Key

<br>management software will be installed.

<br>&nbsp;

<br>&quot;Devices&quot; means programmable logic devices,
including field

<br>programmable gate arrays (&quot;FPGAs&quot;) devices,
complex programmable logic

<br>devices (&quot;CPLDs&quot;), SoC devices, and/or any other
semiconductor devices

<br>designed, developed or manufactured by or on behalf of
Altera.

<br>&nbsp;

<br>&quot;Documentation&quot; means technical data in human or
machine readable form

<br>furnished by Altera which: (i) provides operating
instructions for

<br>using the Licensed Software, or (ii) explains the
capabilities and

<br>functions of the Licensed Software, and any full or partial
copies of

<br>any such technical data.

<br>&nbsp;

<br>&quot;Fixed with Companion License&quot; means a license to
install: the

<br>Licensed Software on a fixed standalone computer for Use by
a single

<br>User, and (ii) the Licensed Software on up to two companion
fixed

<br>standalone computers. Under this license, only one Seat may
be used by

<br>a single User at any given time.

<br>&nbsp;

<br>&quot;Floating Node Seat&quot; is a license that allows the
Licensed Software to

<br>be: (i) installed on and accessed from any number of
computers on a

<br>network environment; (ii) Used by the permitted number of
Concurrent

<br>Users that is equal to the number of Seats licensed as
determined by

<br>the License Key; and (iii) Used for the sole purposes of
developing,

<br>programming, synthesizing, testing and verifying designs for
Altera

<br>Devices.

<br>&nbsp;

<br>&quot;Intellectual Property Rights&quot; means all (i)
patents, patent

<br>applications, patent disclosures and inventions (whether
patentable or

<br>not); (ii) trademarks, service marks, trade dress, trade
names, logos,

<br>corporate names, Internet domain names, and registrations
and

<br>applications for the registration for any of them, together
with all

<br>goodwill associated with any of them; (iii) copyrights and

<br>copyrightable works (including computer programs and mask
works) and

<br>registrations and applications for registration; (iv) trade
secrets,

<br>know-how and other Confidential Information; (v) waivable or

<br>assignable rights of publicity, waivable or assignable moral
rights;

<br>(vi) unregistered and registered design rights and any
applications

<br>for registration; (vii) database rights and all other forms
of

<br>intellectual property, such as data; and (viii) any and all
similar or

<br>equivalent rights throughout the world.

<br>&nbsp;

<br>&quot;Intended Purpose&quot; is defined in Paragraph 5.1
below.

<br>&nbsp;

<br>&quot;IP Megafunctions or Components&quot; means one or more
design files,

<br>including encrypted net lists, RTL, test vectors, simulation
models

<br>(such as VHDL, Verilog HDL, Quartus simulation, Matlab,
Simulink,

<br>Verisity Specman, Synopsys Vera, etc.), and other models,
which may be

<br>provided either as unencrypted source code, or in encrypted
netlist or

<br>encrypted source code format, that are designed to implement
or

<br>support the design of at least one logic function into an
Altera logic

<br>device. &quot;IP Megafunctions or Components&quot; includes
any modified

<br>versions or updates thereto as may be provided by Altera, in
its sole

<br>and absolute discretion, to You under this Agreement.
However, for

<br>purposes of this Agreement, the term &quot;IP Megafunctions
or Components&quot;

<br>does not include any software or design files for any Intel
FPGA IPs

<br>(including the Nios(R) II embedded processor) which are

<br>covered by and licensed under a separate Intel FPGA IP
Agreement.

<br>&nbsp;

<br>&quot;License Key&quot; means a FlexNet license key, license
file, license

<br>manager, dongle or other key, code or information provided
by Altera

<br>that: (i) enables a User to download, install, operate
and/or regulate

<br>User access to the Licensed Software; and (ii) describes the
version

<br>number of the Licensed Software; and (iii) lists the number
of

<br>Concurrent Users authorized to Use the Licensed Software.

<br>&nbsp;

<br>&quot;License Period&quot; means the period of time You have
Use of the Licensed

<br>Software as governed by the License Key.

<br>&nbsp;

<br>&quot;Licensee&quot; means an individual, corporation, or
any other legal entity

<br>to which Altera or an Authorized Distributor has issued a
Seat, or

<br>licensed the Licensed Software, as the case may be.

<br>&nbsp;

<br>&quot;Licensed Products&quot; means any Device(s) in which
the Licensed

<br>Software, in whole or in part (or as modified by You or an
Authorized

<br>Contractor) are incorporated or implemented pursuant to the
provisions

<br>of this Agreement.

<br>&nbsp;

<br>&quot;Licensed Software&quot; means the specific software
enabled via the

<br>License Key, but does not include Unlicensed Software
components,

<br>files, or portions specifically identified as not being
included,

<br>licensed or enabled via the License Key.

<br>&nbsp;

<br>&quot;Maintenance Expiration Date&quot; is set as twelve
(12) months from the

<br>latter of date of license/license renewal or license
activation. The

<br>Maintenance Expiration Date for each Seat license is noted
in the

<br>License Key. Further description is provided in Paragraph 9
below

<br>(Support Services).

<br>&nbsp;

<br>&quot;Intel FPGA IP&quot; means one or more design files,
including

<br>encrypted netlists, RTL, test vectors, simulation models
(such as

<br>VHDL, Verilog HDL, Quartus simulation, Matlab, Simulink,
Verisity,

<br>Specman, Synopsys, Vera, etc.) and other models, each of
which may be

<br>provided in either as unencrypted source code or object code
formats,

<br>or in encrypted netlist or encrypted source code formats,
and memory

<br>controllers provided in source code format, where each is
designed to

<br>implement or supports the design of a specific function into
a Device,

<br>together with any updates Altera may provide to You pursuant
to this

<br>Agreement, except for components, files, or portions that
are subject

<br>to any license agreement(s) set forth in any Third Party
Licenses

<br>document or file.

<br>&nbsp;

<br>&quot;Open Source Software&quot; means any software that
requires as a condition

<br>of use, modification and/or distribution of such software
that such

<br>software or other software incorporated into, derived from
or

<br>distributed with such software: (a) be disclosed or
distributed in

<br>Source Code form; (b) be licensed for the purpose of making
Derivative

<br>Works; and (c) be redistributable at no charge. Open Source
Software

<br>includes, without limitation, software licensed or
distributed under

<br>any of the following licenses or distribution models, or
licenses or

<br>distribution models similar to any of the following: (i)
GNU's General

<br>Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the
Artistic

<br>License (e.g., PERL); (iii) the Mozilla Public License; (iv)
the

<br>Netscape Public License; (v) the Sun Community Source
License (SCSL);

<br>(vi) the Sun Industry Source License (SISL); and (vii) the
Common

<br>Public License (CPL). The Open Source Software components
associated

<br>with the Licensed Software and their corresponding license
terms may

<br>be found in one or more of: (A) text files associated with
the

<br>Licensed Software; (B) within the Source Code of the
Licensed

<br>Software; or (C) within the Source Code of the Open Source
Software

<br>that is provided with the Licensed Software.

<br>&nbsp;

<br>&quot;Seat&quot; means the right granted under this
Agreement by Altera or under

<br>a license agreement by an Authorized Distributor, to Use the
Licensed

<br>Software by a single User in accordance with the terms and
conditions

<br>of this Agreement or an Authorized Distributor's license
agreement. A

<br>Seat is either a Floating Node Seat, Checkout License, or a
Fixed with

<br>Companion License, which is enabled via a License Key.

<br>&nbsp;

<br>&quot;Specification&quot; means technical data in human or
machine readable form

<br>furnished by Altera which: (i) provides operating
instructions for

<br>using the Licensed Software, or (ii) explains the
capabilities and

<br>functions of such items, and any full or partial copies of
any such

<br>technical data.

<br>&nbsp;

<br>&quot;Support&quot; means any support or maintenance
services provided to You by

<br>Altera, an Authorized Distributor, and/or authorized Altera

<br>representatives in responding to email, telephone, or other
inquiries

<br>from You for maintenance, technical, or other support requests
in

<br>connection with the Licensed Software.

<br>&nbsp;

<br>&quot;Third Party License&quot; is a separate file, header,
or release notes

<br>that contain additional terms, conditions or restrictions
imposed by

<br>Third Party Licensors. Such Third Party Licenses will be
identified in

<br>a separate file called &quot;Third Party Licenses&quot;
document. A hyperlink to

<br>an Altera database containing the text of all Third Party
Licenses may

<br>be accessed by clicking on the applicable line in the Third
Party

<br>Licenses document.

<br>&nbsp;

<br>&quot;Third Party Licensors&quot; means and includes any
third party that

<br>licenses or provides Third Party Materials to Altera.

<br>&nbsp;

<br>&quot;Third Party Materials&quot; are materials or
components included in the

<br>download that include but are not limited to software, code
portions

<br>or files owned by Third Party Licensors, and are provided
subject to

<br>Third Party Licenses.

<br>&nbsp;

<br>&quot;Unlicensed Software&quot; means any Altera computer
programs or code in

<br>any format for which You do not hold an active License Key
issued by

<br>Altera, including but not limited to any non-subscribed or
disabled

<br>features.

<br>&nbsp;

<br>&quot;Use&quot; means downloading, installing and copying
all or any portion of

<br>the Licensed Software into the Designated Equipment for
processing the

<br>instructions contained in the Licensed Software, and/or
loading data

<br>into or displaying, viewing or extracting output results
from, or

<br>otherwise operating, any portion of the Licensed Software.

<br>&nbsp;

<br>&quot;User&quot; means each individual identified by You as
a person authorized

<br>to Use the Licensed Software on behalf of and for Your benefit,

<br>including your employees and your Authorized Contractors.

<br>&nbsp;

<br>&quot;You&quot; means an individual, corporation, or any
other legal entity to

<br>which Altera or an Authorized Distributor has issued a Seat,
or

<br>licensed the Licensed Software, as the case may be.

<br>&nbsp;

<br>2. Grant of License and License Key.

<br>&nbsp;

<br>   2.1 Grant of License. Subject to and conditioned upon
Your

<br>compliance with the terms and conditions of this Agreement
and any

<br>Third Party Licenses, Altera hereby grants to You a
personal,

<br>perpetual (but subject to termination as otherwise described
in this

<br>Agreement), worldwide, non-exclusive, non-transferable
license, with

<br>no right to sublicense, to (i) Use the Licensed Software and
any

<br>updates or upgrades thereof (for which You have paid a
license fee or

<br>other applicable fee to Altera or an Authorized Distributor)
for the

<br>sole purpose of creating, simulating, verifying, placing and
routing,

<br>and programming designs on Devices (except if You have
obtained the

<br>Licensed Software through Altera's University Program, then
You are

<br>only permitted to use the Licensed Software for educational
and

<br>academic purposes and cannot use the Licensed Software for
any

<br>commercial purposes); (ii) make one copy of the Licensed
Software in

<br>any computer-readable or printed form for back-up or
archival

<br>purposes, or as otherwise permitted under this Agreement;
and (iii)

<br>modify the Licensed Software, provided that all Intellectual
Property

<br>Rights notices (including all copyright and restricted rights
notices

<br>on the Licensed Software) are included on any modified,
merged, or

<br>combined portions of the Licensed Software. Any copy of the
Licensed

<br>Software or portions thereof that are merged or combined
into another

<br>program will continue to be subject to the terms and
conditions of

<br>this Agreement. Your end customers may use Altera Devices
that have

<br>been programmed with the Licensed Software.

<br>&nbsp;

<br>   2.2 Use Restrictions. You may not use, copy, modify,
distribute, or

<br>otherwise transfer the Licensed Software or any portions
thereof, or

<br>permit any remote access thereof by any person or entity,
except as

<br>expressly provided for in this Agreement You may not modify
or

<br>synthesize any simulation model output files generated from
or

<br>resulting from the Licensed Software. You may not sublicense
or

<br>transfer the Licensed Software or any rights granted to You
under this

<br>Agreement. No right is granted under this Agreement to use
the

<br>Licensed Software (including any machine-executable, binary
resulting

<br>from use of the Licensed Software) to design, develop, or
program any

<br>devices other than Devices. If You transfer possession the
Licensed

<br>Software, or any modifications or portions thereof to
another party

<br>(except as expressly permitted herein) this license shall

<br>automatically terminate without notice. You may not
decompile,

<br>disassemble, reverse engineer, or otherwise attempt to
access the

<br>source code of the Licensed Software or reduce it to a human
readable

<br>form (&quot;Reverse Engineer&quot;) except as otherwise
permitted by applicable

<br>law or any applicable third party software license terms
accompanying

<br>the Licensed Software. In such case, You may Reverse
Engineer, but

<br>only after giving written notice to Altera, and only to the
extent

<br>permitted by applicable law.  You may not publish or
disclose the

<br>results of any benchmarking or testing of the Licensed
Software, or

<br>use such results for Your own software development
activities, without

<br>the prior written permission of Altera.

<br>&nbsp;

<br>   2.3 Delivery of Licensed Software. The Licensed Software
will be

<br>delivered electronically, and will be accepted upon
delivery.

<br>&nbsp;

<br>   2.4 License Key. Altera will deliver the License Key to
You after

<br>Altera's receipt of all information required to generate the
License

<br>Key. In accordance with its distribution method, Altera may
include

<br>with the Licensed Software additional Unlicensed Software to
which the

<br>License Key will not permit access. Inclusion of such
Unlicensed

<br>Software in no way implies a license from Altera to access
or use such

<br>Unlicensed Software, and You agree not to access or Use such

<br>Unlicensed Software, unless the License Key specifically
authorizes

<br>such access and Use.

<br>&nbsp;

<br>   2.5 Transfer of Licensed Software. The Licensed Software
may be

<br>transferred to a third party, provided such third party
agrees in

<br>writing to accept the terms and conditions of this Agreement
and You

<br>notify Altera in writing of the identity of such third
party. If You

<br>transfer the Licensed Software in accordance with the
foregoing, You

<br>must: (i) at the same time either transfer all copies or
portions

<br>thereof, whether in printed or in computer-readable form, to
such

<br>third party; or (ii) destroy any copies not transferred,
including all

<br>portions of the Licensed Software contained or merged into
another

<br>program, and certify the same in writing to Altera.

<br>&nbsp;

<br>   2.6 Floating Node Seat. If You have purchased a Floating
Node Seat,

<br>You may also copy the Licensed Software onto another
computer (or

<br>access it through networked workstations) for use by another
User;

<br>provided however, that all Users agree to accept the terms
and

<br>conditions of this Agreement in writing prior to Using the
Licensed

<br>Software.

<br>&nbsp;

<br>   2.7 IP Megafunctions or Components License. IP
Megafunctions or

<br>Components are provided to You free of charge, in source
code form,

<br>and You may modify, create Derivative Works of, and freely
distribute

<br>any such IP Megafunctions or Components, and any
modifications or

<br>Derivative Works thereof, provided that the IP Megafunctions
or

<br>Components may only be used to program Devices.

<br>&nbsp;

<br>   2.8 Intellectual Property Rights Notices. Any copies of
the

<br>Licensed Software made by or for You shall include all
intellectual

<br>Property Rights notices. You will not, and shall cause Your
Authorized

<br>Contractors and its customers and/or end users not to,
remove any

<br>Altera Intellectual Property Rights notices or other
proprietary

<br>markings from the Licensed Software. Any copy of the
Licensed Software

<br>or portions thereof, including but not limited to any
modified

<br>versions, Derivative Works, any portion merged into a
design, and/or

<br>any design or product that incorporates all or any portion
of the

<br>Licensed Software, will continue to be subject to the terms
and

<br>conditions of this Agreement.

<br>&nbsp;

<br>   2.9 Feedback. If You provide to Altera any comments or
suggestions

<br>with respect to the modification, correction, improvement,
or

<br>enhancement of: (i) the Licensed Software or portions
thereof; (ii)

<br>any Confidential Information disclosed by Altera to You; or
(iii)

<br>Licensed Products that may embody such Confidential
Information

<br>(collectively, the &quot;Feedback&quot;) then You agree to
grant and hereby

<br>grant to Altera a nonexclusive, irrevocable, perpetual,
worldwide,

<br>royalty-free, fully paid up right and license under any
Intellectual

<br>Property Rights You may have in and to the Feedback,
including but not

<br>limited to the following rights: (a) create Derivative Works
of the

<br>Feedback; (b) modify, enhance, and customize the Feedback;
(c)

<br>sublicense the Feedback to Altera licensees and customers;
and (d)

<br>market, perform, copy, have copied, make, have made, Use,
offer to

<br>sell, sell, and otherwise distribute Altera's and Your
sublicensees'

<br>products including or embodying Feedback in any manner and
via any

<br>media Altera chooses.

<br>&nbsp;

<br>   2.10 No Other Licenses or Intellectual Property Rights.
Except as

<br>provided in this Agreement, neither party grants to the
other party,

<br>either directly or indirectly, by implication, or by way of
estoppel,

<br>any license or any other rights under such party's
Intellectual

<br>Property Rights. The Licensed Software is protected by
copyright law

<br>and international treaties. Other than the rights expressly
granted to

<br>You under the Agreement, Altera and its licensors retain and
own all

<br>right, title and interest in and to the Licensed Software,
including

<br>any modifications, derivatives and updates thereof, and all

<br>Intellectual Property Rights in all of the foregoing.
Nothing in this

<br>Agreement shall be construed to: (i) transfer any rights of
ownership

<br>and/or interest in and to the Documentation and Licensed
Software or

<br>portions thereof, or any Derivative Works of the foregoing
to You,

<br>except as specifically provided in the Agreement; or (ii)
enable You

<br>to exercise the rights granted herein with respect to the
Licensed

<br>Software with: (a) products other than Your products; or (b)
using the

<br>Licensed Software to program devices other than a Device. We
expressly

<br>reserve all other rights in and to the Licensed Software,

<br>Documentation, and Intellectual Property Rights associated
with any of

<br>the foregoing not expressly granted to You under this
Agreement. You

<br>acknowledge and agree that: (i) this Agreement does not
grant You any

<br>right to practice, or any other rights with respect to any
patent of

<br>Altera or its licensors. A separate license agreement from
Altera or

<br>its licensors is needed to use or practice any patent of
Altera or its

<br>licensors. You, on behalf of Your affiliates and
subsidiaries, agree

<br>not to contend in any context that, as a result of this
Agreement,

<br>Altera or its licensors have any obligation to extend to
You, or any

<br>other third party has obtained any right to, any license,
whether

<br>express or implied, with respect to any patent of Altera or
its

<br>licensors, for any purpose whatsoever.

<br>&nbsp;

<br>3. Ownership and Future Development.

<br>&nbsp;

<br>   3.1. Ownership of Licensed Software. As between You and
Altera, You

<br>acknowledge and agree that Altera and its licensors have and
shall

<br>have exclusive ownership of all worldwide right, title and
interest in

<br>and to the Licensed Software and all Intellectual Property
Rights and

<br>industrial rights associated therewith, including but not
limited to

<br>enhancements, corrections, improvements, modified versions,
or

<br>Derivative Works of all the foregoing, in whole or in part,
whether

<br>developed or co-developed by Altera, or developed or
co-developed by

<br>You pursuant to this Agreement. To assist Altera in
perfecting its

<br>ownership rights in and to the intellectual property
described in this

<br>Paragraph 3.1, You agree to assign and hereby do assign to
Altera all

<br>Intellectual Property Rights that You may otherwise have
acquired in

<br>and to the intellectual property described in this Paragraph
3.1, and

<br>You agree to assist and cooperate with Altera in all
reasonable

<br>respects in: (i) any actions to establish, transfer, or
maintain such

<br>ownership rights, including executing any documents
associated

<br>therewith; and (ii) actions of enforcement of such ownership
rights.

<br>To the extent that any rights You may have acquired cannot
be assigned

<br>under applicable law (for example, moral rights) You agree
to waive

<br>and hereby waive any and all rights related to the
Intellectual

<br>Property Rights described in this Paragraph 3.1, including
without

<br>limitation any and all rights of identification of
authorship and any

<br>and all rights of approval, restrictions or limitation on
use, or

<br>subsequent modification.

<br>&nbsp;

<br>   3.2. You recognize and acknowledge that Altera is or may
be

<br>independently developing for commercial use products that
may be

<br>complementary to or competitive with Your products and may
in future

<br>independently develop products that may compete with Your
products.

<br>Nothing in this Agreement shall limit Altera's independent
development

<br>and marketing or distribution of any products or systems,
provided

<br>such independent development is accomplished without use of
Your

<br>confidential information. The existence of this Agreement
shall not

<br>prevent Altera from undertaking discussions with third
parties,

<br>including Your competitors.

<br>&nbsp;

<br>4. Designated Equipment. For all License Key accepted
orders, You will

<br>provide Altera with the Designated Equipment's host
identification

<br>number, which Altera will include in the applicable License
Key. Any

<br>time that the Designated Equipment is inoperative due to
malfunction,

<br>repair, or maintenance, You may submit a request to change
the

<br>Designated Equipment and receive a new License Key from
Altera at no

<br>additional charge. Except for such temporary transfer, You
may not

<br>transfer or install the License Key on any other computer
system or

<br>relocate the Designated Equipment without the prior written
consent of

<br>Altera. Whenever You receive a new License Key in order to
effect a

<br>transfer to new Designated Equipment, You will immediately
cease to

<br>use the Licensed Software under the previously issued
License Key. You

<br>acknowledge and agree that You will not operate more than
the number

<br>of Seats of the Licensed Software associated with your
License Key.

<br>&nbsp;

<br>5. Confidential Information. Confidential Information
constitutes

<br>trade secrets and confidential and proprietary information
of Altera

<br>and its licensors, and You agree not to access or Use the
Licensed

<br>Software, directly or indirectly, except and to the extent
expressly

<br>permitted under this Agreement or by applicable law. Altera
and its

<br>licensors retain all rights in and to the Licensed Software
and

<br>Documentation, modifications, derivatives, updates, and
upgrades, and

<br>all Intellectual Property Rights associated with any of the
foregoing.

<br>You agree not to remove, alter or obscure any copyright,
patent,

<br>trademark, or any other proprietary notice in the Licensed
Software or

<br>Documentation. No other rights or licenses are granted by
implication,

<br>estoppel, or otherwise, to You or any third party.

<br>&nbsp;

<br>   5.1 With respect to Confidential Information, You agree:
(i) to use

<br>at least the same degree of care to protect the Confidential

<br>Information as You use with respect to Your own Confidential

<br>Information of similar nature and importance, but in no
event less

<br>than a reasonable standard of care, to prevent any
Confidential

<br>Information from being disclosed to any third party, except
as

<br>otherwise expressly permitted by this Agreement; (ii) not to
use or

<br>disclose Confidential Information for any purpose except to
the extent

<br>necessary and for the purpose of programming Devices with
the Licensed

<br>Software (the &quot;Intended Purpose&quot;); and (iii) to
restrict the

<br>disclosure and possession of Confidential Information solely
to Your

<br>Users, employees and Authorized Contractors with a need to
know/need

<br>to access the Licensed Software for the Intended Purpose,
who agree to

<br>be bound by written confidentiality agreements no less
strict than

<br>those this Agreement. You agree to be liable to Altera for
any

<br>breaches of this Agreement by Your Users, employees and
Authorized

<br>Contractors.

<br>&nbsp;

<br>   5.2 You will have no obligation of confidentiality with
respect to

<br>any Confidential Information to the extent that it is: (a)
already in

<br>the public domain or falls into the public domain through no
breach of

<br>this Agreement (or any other obligation to Altera) by You,
Your Users,

<br>employees, and Authorized Contractors; (b) already
rightfully known to

<br>You, Your Users, employees, and Authorized Contractors
without any

<br>obligation of confidentiality; (c) is rightfully obtained by
You, Your

<br>Users, employees, and Authorized Contractors from a third
party; or

<br>(d) developed independently by Your Users, employees, and
Authorized

<br>Contractors  without breach of any obligations of
confidentiality

<br>under this Agreement. With respect to a disclosure required
by order

<br>of a court or an authorized government agency, You may
disclose

<br>Confidential Information, provided: (i) that You give prompt
written

<br>notice of any such required disclosure to Altera; (ii) You
disclose

<br>the Confidential Information only to the extent required by
such court

<br>or governmental agency; and (iii) You provide reasonable
assistance to

<br>Altera in its efforts to protect the confidentiality of the

<br>Confidential Information required to be disclosed.

<br>&nbsp;

<br>   5.3 Notwithstanding anything in this Agreement to the
contrary, You

<br>acknowledge and agree that Altera may disclose Your identity
by name

<br>and address and other contact information, and identify the
Licensed

<br>Software licensed to You, to the extent required by Altera's

<br>agreements with its licensors and Authorized Distributors.

<br>&nbsp;

<br>6. Disclaimer of Warranties. NOTWITHSTANDING ANYTHING TO THE
CONTRARY

<br>IN THIS AGREEMENT, NO WARRANTIES OR CONDITIONS, EITHER
EXPRESS OR

<br>IMPLIED, ARE MADE WITH RESPECT TO THE LICENSED SOFTWARE
AND/OR SUPPORT

<br>PROVIDED BY ALTERA, ITS LICENSORS, OR ANY AUTHORIZED
DISTRIBUTOR,

<br>INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

<br>MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND

<br>NONINFRINGEMENT. ALTERA, ITS LICENSORS, AND AUTHORIZED
DISTRIBUTORS

<br>EXPRESSLY DISCLAIM ALL LIABILITY FOR DAMAGES, INCLUDING, BUT
NOT

<br>LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, AND
CONSEQUENTIAL

<br>DAMAGES, SUCH AS EXPENSES, RECALL COSTS, BUSINESS
INTERRUPTION

<br>DAMAGES, LOSS OF OR DAMAGE TO INFORMATION, LOSS OF GOODWILL,
LOST

<br>PROFITS, LOST SAVINGS, OTHER DAMAGES ARISING OUT OF THE USE
OF OR

<br>INABILITY TO USE THE LICENSED SOFTWARE; THAT THE FUNCTIONS
CONTAINED

<br>IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS; OR
THAT THE

<br>OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-

<br>FREE. YOU ALSO ASSUME RESPONSIBILITY FOR THE SELECTION OF
THE LICENSED

<br>SOFTWARE TO ACHIEVE ITS INTENDED RESULTS AND FOR THE
INSTALLATION,

<br>USE, AND RESULTS OBTAINED FROM THE LICENSED SOFTWARE.

<br>&nbsp;

<br>YOUR SOLE REMEDIES AND ALTERA'S, ITS LICENSORS' AND THE
AUTHORIZED

<br>DISTRIBUTORS' ENTIRE LIABILITY ARE AS SET FORTH ABOVE. Some

<br>jurisdictions do not permit the exclusion of implied
warranties, so

<br>the above exclusion may not apply to You, but shall be
interpreted to

<br>apply to the maximum extent permissible under applicable
law.

<br>&nbsp;

<br>7. Third Party Licensors. The Licensed Software may contain
or include

<br>Third Party Materials licensed or provided to Altera by Third
Party

<br>Licensors, which may be subject to additional terms and
conditions or

<br>restrictions imposed by such Third Party Licensors. Such
Third Party

<br>Licenses will be identified in the Third Party Licenses
document.

<br>&nbsp;

<br>8. Term and Termination.

<br>&nbsp;

<br>   8.1  Term. This Agreement is effective until terminated
by either

<br>party, or terminated in accordance with its terms, whichever
occurs

<br>first.

<br>&nbsp;

<br>   8.2  Termination. Altera may terminate this Agreement in
accordance

<br>with its terms. You may terminate this Agreement at any time
by

<br>uninstalling and irrevocably destroying the Licensed
Software,

<br>including all modifications, copies, and all portions of the

<br>foregoing, and certifying to such destruction in a writing
signed by

<br>an officer of Your company. Altera may terminate the license

<br>immediately if You or an Authorized Contractor fail to
comply with any

<br>material term or condition of this Agreement, including but
not

<br>limited to Your or an Authorized Contractor's breach of the
license

<br>rights granted in this Agreement, breach of Your or an
Authorized

<br>Contractor's obligation of confidentiality, or if You: (i)
cease to do

<br>business or terminates its business operations; or (ii)
become

<br>insolvent or seek protection under any bankruptcy or liquidation
or

<br>similar proceedings, or make an assignment of all or a
majority of

<br>Your assets for the benefit of creditors.

<br>&nbsp;

<br>   8.3 Effect of Termination. Upon termination of this
Agreement for

<br>any reason, the licenses and any rights granted under this
Agreement

<br>shall terminate, and You agree to irrevocably destroy, and
shall cause

<br>any of Your employees and Authorized Contractors to
irrevocably

<br>destroy, the Licensed Software and all portions thereof in
Your

<br>possession or under Your control (including any portions
thereof

<br>merged into a design or Licensed Product not already
distributed), and

<br>certify to such destruction in writing to Altera. You shall
not

<br>continue to use the Licensed Software or any portion thereof
in

<br>development after termination of the Agreement, but You may
keep a

<br>single copy of the Licensed Software solely for archival
purposes, or

<br>to provide support to end users or customers.

<br>&nbsp;

<br>9. Support Services.

<br>&nbsp;

<br>   9.1 Upon payment of the applicable support fee, Altera or
its

<br>Authorized Distributor, as the case may be, will: (i) be
obligated to

<br>provide support and maintenance for the Licensed Software
(including

<br>bug fixes, error corrections and any other updates) made
generally

<br>available by Altera to licensees that purchase support and
maintenance

<br>for a period of twelve months from the date of the license
purchase or

<br>renewal, or the date of the license activation, whichever is
later;

<br>and (ii) use commercially reasonable efforts to respond by
telephone

<br>or email to Your inquiries for support for the Licensed
Software. Any

<br>information collected by Altera or the Authorized
Distributor arising

<br>from or relating to Your requests for Support, including but
not

<br>limited to design files compiled using the Licensed Software
provided

<br>by You for purposes of design assistance, enhancement, and

<br>troubleshooting, may be used internally by Altera for the
purpose of

<br>improving future versions of the Licensed Software and
developing

<br>future products. Any such information will not be disclosed
by Altera

<br>to any third parties other than its subsidiaries, its
Authorized

<br>Distributors, its authorized sales representatives, and to
You.

<br>&nbsp;

<br>   9.2 Exclusions. Except as otherwise described in
Paragraph 9.1

<br>above, Altera will not have any obligation to provide any
maintenance,

<br>support, or training, or to provide any error corrections,
updates,

<br>upgrades, new versions, other modifications, or enhancements
to the

<br>Licensed Software, Devices, or any Licensed Products. You
will be

<br>responsible, at Your own expense, for providing technical
support and

<br>training to Your customers and any other end users of the
Licensed

<br>Software or Licensed Products, and Altera will have no
obligation to

<br>support any of the foregoing. You will be solely responsible
for, and

<br>Altera shall have no obligation to honor, any warranties
that You may

<br>provide to Your customers or to any other end users of the
Licensed

<br>Products.

<br>&nbsp;

<br>10. Limitation of Liability.

<br>&nbsp;

<br>   10.1 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED
BY

<br>APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ALTERA, ITS
LICENSORS OR

<br>AUTHORIZED DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD
PARTY FOR ANY

<br>INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL
DAMAGES OF

<br>ANY KIND OR NATURE INCLUDING BUT NOT LIMITED TO LOSS OF
PROFITS, LOSS

<br>OR INACCURACY OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF
SUBSTITUTE

<br>GOODS OR SERVICES IN CONNECTION WITH THE SUBJECT MATTER OF
THIS

<br>AGREEMENT OR USE OF THE LICENSED SOFTWARE, IN WHOLE OR IN
PART, UNDER

<br>ANY THEORY OF LIABILITY, EVEN IF SUCH LOSSES WERE REASONABLY

<br>FORESEEABLE OR ALTERA HAS BEEN ADVISED OF THE POSSIBILITY OF

<br>OCCURRENCE OF SUCH DAMAGES.

<br>&nbsp;

<br>   10.2 Damages Cap. Under no circumstances shall Altera,
its

<br>licensors, or its Authorized Distributors be liable to You,
Your end-

<br>users, customers, or to any third party in an amount greater
than One

<br>Thousand Dollars ($1,000.00) or the fee paid by You to
Altera or the

<br>Authorized Distributor for the Licensed Software covered by
this

<br>Agreement, whichever is less.

<br>&nbsp;

<br>   10.3 Failure of Essential Purpose. WITHOUT LIMITING THE
FOREGOING,

<br>IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO
THAT EACH

<br>AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A
LIMITATION

<br>OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF DAMAGES
IS

<br>INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF
ANY OTHER

<br>SUCH PROVISION. FURTHER, IN THE EVENT THAT ANY REMEDY
HEREUNDER IS

<br>DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL
LIMITATIONS OF

<br>LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN EFFECT,
TO THE

<br>MAXIMUM EFFECT PERMITTED BY APPLICABLE LAW.

<br>&nbsp;

<br>   10.4 Altera is willing to enter into this Agreement only
in

<br>consideration of and in reliance of the terms and conditions
contained

<br>herein limiting Altera's exposure to liability. Such
provisions

<br>constitute an essential part of the bargain underlying this
Agreement

<br>and have been reflected in the consideration hereto. The
parties

<br>understand and agree that the exclusion of warranties, limitation
of

<br>liability, and the limitation of remedies allocate risks
between the

<br>parties as authorized under applicable law.

<br>&nbsp;

<br>   10.5 NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF
LIABILITY IN

<br>THIS PARAGRAPH 10 WILL NOT APPLY WITH RESPECT TO DEATH, SERIOUS
BODILY

<br>INJURY, OR DAMAGE TO PERSONAL PROPERTY RESULTING FROM A
PARTY'S GROSS

<br>NEGLIGENCE OR FRAUDULENT OR INTENTIONAL MISCONDUCT.

<br>&nbsp;

<br>11. Choice of Law/Venue. This Agreement will in all respects
be

<br>governed by, and construed and interpreted under, the laws
of the

<br>United States of America and the State of Delaware, without
reference

<br>to conflict of laws principles.   The parties agree that the
United

<br>Nations Convention on Contracts for the International Sale
of Goods

<br>(1980) is specifically excluded from and will not apply to
this

<br>Agreement. All disputes arising out of or related to this
Agreement

<br>will be subject to the exclusive jurisdiction of the courts
of the

<br>State of Delaware or of the Federal courts sitting in that
State. Each

<br>party submits to the personal jurisdiction of those courts
and waives

<br>all objections to that jurisdiction and venue for those
disputes.

<br>&nbsp;

<br>12. Export Control. You shall not export, directly or
indirectly, any

<br>Confidential Information, the Licensed Software, the
Documentation or

<br>any product, service or technical data or system
incorporating the

<br>Licensed Software without first obtaining any required
license or

<br>other approval from the U.S. Department of Commerce or any
other

<br>agency or department of the U.S. government. In the event of
export

<br>from the United States or re-export from a foreign
destination, You

<br>will ensure that the distribution and export or import of
the product

<br>is in compliance with all laws, regulations, orders, or
other

<br>restrictions of the U.S. Export Administration Regulations
and the

<br>appropriate foreign government.

<br>&nbsp;

<br>13. U.S. Government Restricted Rights. You acknowledge and
agree that

<br>all software and software-related items licensed to You by
Altera

<br>pursuant to this Agreement are &quot;Commercial Computer
Software&quot; or

<br>&quot;Commercial Computer Software Documentation&quot; as
defined in FAR 12.212

<br>for civilian agencies and  DFARS 227-7202 for military
agencies (as

<br>amended) and in the event You are permitted under this
Agreement to

<br>provide such items to the U.S. government, such items shall
be

<br>provided under terms that are at least as restrictive as the

<br>provisions of this Agreement. The contractor/manufacturer is
Altera

<br>Corporation, 101 Innovation Drive, San Jose, CA 95134 and
its

<br>licensors.

<br>&nbsp;

<br>14. No Assignment. Except as expressly authorized in this
Agreement,

<br>You may not sublicense, assign, or transfer the license
rights granted

<br>herein, or disclose any trade secrets associated with the
Licensed

<br>Software, without Altera's written consent. Any attempt to
sublicense,

<br>assign, or transfer any of the rights, duties, or
obligations

<br>hereunder, except as provided herein, is void and shall
automatically

<br>terminate any licenses and rights granted under this
Agreement. For

<br>the purposes of this paragraph, a change in the persons or
entities

<br>that directly or indirectly control fifty percent (50%) or
more of the

<br>equity securities or beneficial or voting interest of
Licensee shall

<br>be considered an assignment by Licensee and shall require
Altera's

<br>prior written consent, which shall not be unreasonably
withheld.

<br>&nbsp;

<br>15. Access to Information on the ALTERA Cloud Site. If
enabled, all

<br>users have the ability to view the compile data transmitted
by logging

<br>into the https://cloud.altera.com ALTERA cloud site with the
same user

<br>account specified when enabling the Quartus II notifications
feature.

<br>From this site, any users can browse the compile status
data, or

<br>delete/purge results as they wish.

<br>&nbsp;

<br>16. Problem Reporter Notice, Consent and Opt-Out. The
Problem Reporter

<br>feature of Quartus will collect and provide certain
information to

<br>Altera concerning Your Use of the Licensed Software, in the
event of a

<br>software crash. No logic designs or machine-executable
binary form of

<br>cores used to program an Altera Device that are processed
with the

<br>Licensed Software will be collected or transmitted with
Problem

<br>Reporter. The types of data Problem Reporter transmits to
Altera

<br>include: (i) Licensed Software tools (tools used, and
version and

<br>build of the Licensed Software); (ii) platform data
(operating

<br>system); and (iii) Licensed Software errors log data
(previous exit

<br>status). By downloading, installing, copying or using the
Licensed

<br>Software, or by paying a fee, You hereby agree that you have
been

<br>fully informed about the purposes for which your information
will be

<br>used, and You give Your consent for Altera to use this
information

<br>both within and outside of the European Union for the
purposes

<br>described in this Problem Reporter disclosure notice. You
may disable

<br>or enable Problem Reporter at any time by making the
appropriate

<br>setting in the Quartus Premium &quot;Options &gt; Internet
Connectivity&quot;

<br>dialog box in the Quartus Premium software graphical user
interface.

<br>&nbsp;

<br>17. OPEN SOURCE STATEMENT. The Licensed Software may include
Open

<br>Source Software that is licensed pursuant to the applicable
Open

<br>Source Software license agreement(s) identified in the Open
Source

<br>Software comments in the applicable source code file(s) and/or
file

<br>header(s) provided with or otherwise associated with the
Licensed

<br>Software. Additional detail may be provided (where
applicable) in the

<br>accompanying on-line documentation, or within the user
interface of

<br>the device, if any. With respect to Open Source Software,
nothing in

<br>this Agreement limits any rights under, or grants rights
that

<br>supersede, the terms of any applicable Open Source Software
license

<br>agreement. Neither Licensee nor any OEM, ODM, customer, or

<br>distributor, will subject the Licensed Software or
associated

<br>Documentation, in whole or in part, to any license
obligations

<br>associated with Open Source Software including combining or

<br>distributing the Licensed Software and/or Documentation with
Open

<br>Source Software in a manner that subjects Intel or any
portion of the

<br>Licensed Software to any license obligations of such Open
Source

<br>Software.

<br>&nbsp;

<br>18. Audit Rights. You agree to keep complete and accurate
books and

<br>records which confirm Your compliance with the terms and
conditions of

<br>this Agreement. Altera shall have a right to audit Your
facilities and

<br>records, provided that such audit: (i) shall be conducted at

<br>reasonable times, upon reasonable prior written notice; and
(ii) shall

<br>not unreasonably interfere with Your normal business
operations. This

<br>Paragraph 18 shall survive for three (3) years after
expiration or

<br>termination of this Agreement.

<br>&nbsp;

<br>19. General Terms. This Agreement is entered into for the
benefit of

<br>Altera, its licensors and Authorized Distributors, and all
rights

<br>granted to You and all obligations owed to Altera, its
licensors and

<br>the Authorized Distributors shall be enforceable by Altera,
its

<br>licensors and the Authorized Distributors. No modification
of this

<br>Agreement will be binding unless in writing and signed by
authorized

<br>representatives of each party. If any of the provisions of
this

<br>Agreement are found to be in violation of applicable law,
void, or

<br>unenforceable, then such provisions shall be deemed to be
deleted from

<br>the Agreement, but the remaining provisions of the Agreement
shall

<br>remain in full force and effect. If You have any questions
concerning

<br>this Agreement, including questions relating to software
maintenance

<br>or warranty service, please contact Altera Corporation, 101
Innovation

<br>Drive, San Jose, CA 95134.

<br>&nbsp;

<br>By downloading, installing, copying or using the Licensed
Software, or

<br>by paying a fee, You acknowledge that You have read this
Agreement,

<br>understand it, and agree to be bound by its terms and
conditions. You

<br>further agree that the Agreement is the complete and entire
agreement

<br>between You and Altera with respect to the subject matter
hereof. No

<br>statements, promises or representations have been made by
one party to

<br>the other, or are relied upon by either party when entering
into this

<br>Agreement. All prior and contemporaneous discussions and
negotiations,

<br>whether verbal or written, are merged into and superseded by
the

<br>Agreement. No entity or person not a party hereto shall have
any

<br>interest under this Agreement, or be deemed to be a third
party

<br>beneficiary of the Agreement. If the Agreement terminates
for any

<br>reason, all definitions in this Agreement and the rights,
obligations,

<br>and restrictions under Paragraphs 1 (Definitions); 2.2 (Use

<br>Restrictions); 2.8 (Intellectual Property Rights Notices);
2.9

<br>(Feedback); 2.10 (No Other Licenses or Intellectual Property
Rights);

<br>3 (Ownership and Future Development); 5 (Confidential
Information); 6

<br>(Disclaimer of Warranties); 7 (Third Party Licensors); 8.3
(Effect of

<br>Termination); 10 (Limitation of Liability); 11 (Choice of
Law/Venue);

<br>12 (Export Control); 13 (U.S. Government Restricted Rights);
14 (No

<br>Assignment); 16 (Problem Reporter Notice, Consent and
Opt-Out); 17

<br>(OPEN SOURCE STATEMENT); 18 (Audit Rights); and 19 (General
Terms)

<br>shall survive termination of this Agreement.

<br>&nbsp;

<br>END OF QUARTUS PRIME, VERSION 17.1 LICENSE AGREEMENT

<br>&nbsp;

<br>**********************************************************************

<br>***************************************

<br>&nbsp;

<br>INTEL FPGA IP VERSION 17.1 LICENSE AGREEMENT

<br>&nbsp;

<br>&nbsp;

<br>Copyright (C) 2017 Altera(R) Corporation.   Megacore,

<br>Altera(R) and the Altera logos are trademarks of Intel

<br>Corporation or its subsidiaries in the U.S. and other
countries.  Any

<br>other trademarks and

<br>trade names referenced here are the property of their
respective

<br>owners.

<br>&nbsp;

<br>PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS
INTEL FPGA IP

<br>LICENSE AGREEMENT (THE &quot;INTEL FPGA IP AGREEMENT&quot;
OR &quot;AGREEMENT&quot;)

<br>CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE
LICENSED

<br>SOFTWARE.   BY: (A) DOWNLOADING, INSTALLING, COPYING OR
USING THE

<br>LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR OTHER FEE
TO ALTERA;

<br>OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR, YOU
INDICATE YOUR

<br>ACCEPTANCE OF THIS INTEL FPGA IP AGREEMENT.  IN THE EVENT OF
ANY

<br>INCONSISTENCY BETWEEN THE TERMS OF THE INTEL FPGA IP
AGREEMENT AND YOUR

<br>AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR, THIS INTEL FPGA IP
AGREEMENT WILL

<br>GOVERN AND CONTROL, EXCEPT WITH REGARDS TO PAYMENT TERMS.

<br>&nbsp;

<br>Certain files, programs, or other materials provided in
connection

<br>with the Licensed Software may originate or contain
components from

<br>Third Party Licensors and are licensed to You pursuant to
the terms of

<br>the applicable Third Party License appearing upon activation
or

<br>installation of the Licensed Software, and/or are contained
or

<br>described in associated release notes, header source files,
or other

<br>documentation.  Any such additional terms, and conditions or

<br>restrictions will also be listed in a separate list added at
the end

<br>of this Intel FPGA IP Agreement (the &quot;Third Party
Licenses).  You agree to

<br>carefully review and fully comply with the terms of such
Third Party

<br>Licenses.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
AGREEMENT,

<br>AS BETWEEN YOU AND ALTERA, AND TO THE MAXIMUM EXTENT
PERMITTED BY

<br>APPLICABLE LAW, ALL SUCH THIRD PARTY LICENSES SHALL BE SUBJECT
TO

<br>SECTION 5.3 (DISCLAIMER OF WARRANTIES), SECTION 10
(LIMITATION OF

<br>LIABILITY) AND SECTION 11.6 (GOVERNING LAW/VENUE).  ALTERA
OFFERS NO

<br>WARRANTIES (WHETHER EXPRESS OR IMPLIED); INDEMNIFICATION;
AND/OR

<br>SUPPORT OF ANY KIND WITH RESPECT TO THIRD PARTY MATERIALS,
EXCEPT THAT

<br>WE WILL PASS THROUGH TO YOU, IF AND TO THE EXTENT AVAILABLE,
ANY

<br>WARRANTIES EXPRESSLY PROVIDED TO US BY THIRD PARTY LICENSORS
RELATING

<br>TO SUCH THIRD  PARTY MATERIALS.

<br>&nbsp;

<br>IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS
INTEL FPGA IP

<br>AGREEMENT OR THE TERMS OF ANY OF ITS THIRD PARTY LICENSES,
DO NOT

<br>DOWNLOAD, COPY, INSTALL OR USE THE LICENSED SOFTWARE. IF YOU
HAVE

<br>ALREADY DOWNLOADED THE LICENSED SOFTWARE, PLEASE UNINSTALL
IT AND

<br>IRREVOCABLY DESTROY ANY COPIES YOU HAVE MADE AS SOON AS
POSSIBLE.  IF

<br>YOU HAVE RECEIVED A COPY OF THE LICENSED SOFTWARE ON DVD OR
OTHER

<br>MANNER THAN ELECTRONIC DOWNLOAD, PLEASE RETURN THE LICENSED
SOFTWARE

<br>UNUSED TO ALTERA OR THE AUTHORIZED DISTRIBUTOR FROM WHICH
YOU OBTAINED

<br>THE LICENSE AS SOON AS POSSIBLE.

<br>&nbsp;

<br>1.  Definitions.

<br>&nbsp;

<br>&quot;Altera&quot; means Altera Corporation, including its
parent company, and

<br>their respective affiliates and subsidiaries worldwide.

<br>&nbsp;

<br>&quot;Authorized Contractors&quot; means a person, company,
or other entity

<br>that: (i) provides design, testing, or integration services
for You,

<br>provided such integration services shall be performed solely
for

<br>implementation within Devices; and who is (ii) is subject to
a written

<br>confidentiality agreement protecting Altera's Confidential
Information

<br>with restrictions no less restrictive than those contained
in this

<br>Intel FPGA IP Agreement, and You will enforce such agreement
in the same

<br>fashion as You would enforce Your own confidentiality
agreements of

<br>similar nature and importance, but in no event will You use
less than

<br>a reasonable standard.  Any access to or use of the Licensed
Software

<br>or the Licensed Products by the Authorized Contractor is
subject to

<br>the following:  (a) such access and/or use shall be for Your
sole

<br>benefit; (b) a breach of the Intel FPGA IP Agreement or the
terms of any

<br>other Altera agreement by the Authorized Contractor shall be
deemed to

<br>be a breach of such agreement(s) by You, and You will be
liable for

<br>any acts or omissions of the Authorized Contractor;  (c) You
shall

<br>ensure that in no event will any such Authorized Contractor
be a

<br>competitor of Altera.

<br>&nbsp;

<br>&quot;Authorized Distributor(s)&quot; means a reseller, OEM,
ODM, or any other

<br>distributor that is authorized by Altera to license the
Licensed

<br>Software in a valid agreement entered into between Altera
and such

<br>reseller or distributor.

<br>&nbsp;

<br>&quot;Checkout License&quot; means a time-limited license
granted by Altera

<br>associated with an existing Floating Node Seat to install
and Use the

<br>Licensed Software on a single fixed standalone computer for
use by a

<br>single User.  This license shall expire after a specified
time as

<br>designated by Altera.  The total number of Checkout Licenses
that may

<br>be granted in relation to a single Floating Node Seat may
not exceed

<br>the

<br>total number of individual Seats associated with such
Floating

<br>Node Seat.

<br>&nbsp;

<br>&quot;Concurrent Users&quot; means the number of
simultaneous users accessing

<br>the Licensed Software.  For example, a 20-seat concurrent
use license

<br>would allow 20 Users to log in and use the Licensed Software
at one

<br>time, but the 21st User attempting to check in would be
blocked and

<br>unable to do so until one other User checks out.

<br>&nbsp;

<br>&quot;Confidential Information&quot; means and includes, but
is not limited to:

<br>(i) the Licensed Software (whether provided in source code
or binary

<br>form, including any modifications, derivatives, updates and
upgrades

<br>thereto) and the algorithms, concepts, techniques, methods
and

<br>processes embodied therein; (ii) the Licensed Products and
all

<br>information and specifications associated therewith; (iii)
any

<br>business, marketing, technical, scientific, or financial
information

<br>disclosed to You by Altera or an Authorized Distributor; or
(iv)  any

<br>information which, at the time of disclosure, is designated
in writing

<br>as confidential or proprietary, or similar designation, is
disclosed

<br>in circumstances of confidence, or would be reasonably
understood by a

<br>person, exercising business judgment, to be confidential.

<br>&nbsp;

<br>&quot;Designated Equipment&quot; means the computer system
that is owned or

<br>leased by You and operated on Your premises and identified
by a

<br>network interface card (&quot;NIC&quot;) or host ID number
on which the Licensed

<br>Software is installed and Used, and which has the
configuration,

<br>capacity, operating system version level, and pre-requisite

<br>applications described in the Documentation as necessary for
the

<br>operation of the Licensed Software, and is designated by the
NIC /host

<br>ID in the License Key as the computer system on which the
License Key

<br>management software will be installed.

<br>&nbsp;

<br>&quot;Derivative Works&quot; means any derivatives or
modifications of the

<br>Licensed Software created by You or by a third party on Your
behalf,

<br>including: (i) for copyrightable or copyrighted material,
any

<br>translation, abridgement, revision or other form in which an
existing

<br>work may be recast, transformed or adapted; (ii) for work
protected by

<br>topography or mask rights, any translation, abridgement,
revision or

<br>other form in which an existing work may be recast,
transformed or

<br>adapted; (iii) for patentable or patented material, any
improvements;

<br>and (iv) for materials  protected by trade secret, any new
material

<br>derived from or employing such trade secret.

<br>&nbsp;

<br>&quot;Devices&quot; means programmable logic devices,
including field

<br>programmable gate arrays (&quot;FPGAs&quot;) devices or
complex programmable

<br>logic devices (&quot;CPLDs&quot;) structured application
specific integrated

<br>circuit devices, and/or any other semiconductor devices
designed,

<br>developed or manufactured by or on behalf of Altera.

<br>&nbsp;

<br> &quot;Fixed with Companion License&quot; means a license to
install: (i) the

<br>Licensed Software on a fixed standalone computer for Use by
a single

<br>User; and (ii) the Licensed Software on up to two companion
fixed

<br>standalone computers.  Under this license, only one Seat may
be used

<br>by a single User at any given time.

<br>&nbsp;

<br> &quot;Floating Node Seat&quot; is a license that allows the
Licensed Software

<br>to be: (i) installed on and accessed from any number of
computers on a

<br>network environment; (ii) Used by the permitted number of
Concurrent

<br>Users that is equal to the number of Seats licensed as
determined by

<br>the License Key; and (iii) Used for the sole purposes of
developing,

<br>programming, synthesizing, testing and verifying designs for
Altera

<br>Devices.

<br>&nbsp;

<br>&quot;Intellectual Property Rights&quot; means all: (i)
patents, patent

<br>applications, patent disclosures and inventions (whether
patentable or

<br>not); (ii) trademarks, service marks, trade dress, trade
names, logos,

<br>corporate names, Internet domain names, and registrations
and

<br>applications for the registration for any of them, together
with all

<br>goodwill associated therewith; (iii) copyrights and
copyrightable

<br>works (including computer programs and mask works) and
registrations

<br>and applications for registration; (iv) trade secrets,
know-how and

<br>other such Confidential Information; (v) waivable or
assignable rights

<br>of publicity, waivable or assignable moral rights; (vi)
unregistered

<br>and registered design rights and any applications for
registration;

<br>(vii) database rights and all other forms of intellectual
property,

<br>such as data; and (viii) any and all similar or equivalent
rights

<br>throughout the world.

<br>&nbsp;

<br>&quot;License Key&quot; means a FlexNet license key, license
file, license

<br>manager, dongle or other key, code or information provided
by Altera

<br>that: (i) enables a User to download, install, operate
and/or regulate

<br>User access to the Licensed Software; and (ii) describes the
version

<br>number of the Licensed Software and (iii) lists the number
of

<br>Concurrent Users authorized to Use the Licensed Software.

<br>&nbsp;

<br>&quot;License Period&quot; means the period of time You have
Use of the Licensed

<br>Software as governed by the License Key.

<br>&nbsp;

<br>&quot;Licensed Software&quot; means: (i) the applicable
Intel FPGA IP; (ii)

<br>any format test benches (if applicable) and/or suite of test
vectors

<br>(if applicable); and (iii) the Specification (if applicable)
related

<br>to the foregoing, that is enabled via the License Key, but
Licensed

<br>Software does not include Unlicensed Software components,
files, or

<br>portions specifically identified as not being included,
licensed or

<br>enabled via the License Key.

<br>&nbsp;

<br>&quot;Licensed Products&quot; means any Device(s) in which
the Licensed

<br>Software, in whole or in part (or as modified by You or an
Authorized

<br>Contractor) are incorporated or implemented pursuant to the
provisions

<br>of this Intel FPGA IP Agreement.

<br>&nbsp;

<br>&quot;Maintenance Expiration Date&quot; is set as 12 months
from the latter of

<br>date of license/ license renewal and license activation. 
The

<br>Maintenance Expiration date for each seat license is noted
in the

<br>License Key.  Further description is provided in Section 8.1
below.

<br>&nbsp;

<br>&quot;Intel FPGA IP&quot; means one or more design files,
including

<br>encrypted netlists, RTL, test vectors, simulation models
(such as VHDL

<br>, Verilog HDL, Quartus simulation, Matlab, Simulink, Verisity,

<br>Specman, Synopsys, Vera, etc.) and other models, each of
which may be

<br>provided in either as unencrypted source code or object code
formats,

<br>or in encrypted  netlist or encrypted source code formats,
and memory

<br>controllers provided in source code format, where each is
designed to

<br>implement or supports the design of a specific function into
a Device,

<br>together with any updates Altera may provide to You pursuant
to this

<br>Intel FPGA IP Agreement, except for components, files, or
portions that are

<br>subject to any license agreement(s) set forth in any Third
Party

<br>Licenses document or file.

<br>&nbsp;

<br>&quot;OpenCore Plus Evaluation Mode&quot; means a limited
licensing feature

<br>offered by Altera that permits free evaluation of a Intel
FPGA IP

<br>upon installation and prior to payment of a licensing fee.

<br>&quot;Open Source Software&quot; means any software that
requires as a condition

<br>of use, modification and/or distribution of such software
that such

<br>software or other software incorporated into, derived from
or

<br>distributed with such software: (a) be disclosed or
distributed in

<br>Source Code form; (b) be licensed for the purpose of making
derivative

<br>works; and (c) be redistributable at no charge. Open Source
Software

<br>includes, without limitation, software licensed or
distributed under

<br>any of the following licenses or distribution models, or
licenses or

<br>distribution models similar to any of the following: (i)
GNU's General

<br>Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the
Artistic

<br>License (e.g., PERL); (iii) the Mozilla Public License; (iv)
the

<br>Netscape Public License; (v) the Sun Community Source
License (SCSL);

<br>(vi) the Sun Industry Source License (SISL); and (vii) the
Common

<br>Public License (CPL). The Open Source Software components
associated

<br>with the Licensed Software and their corresponding license
terms may

<br>be found in one or more of: (A) text files associated with
the

<br>Licensed Software; (B) within the Source Code of the
Licensed

<br>Software; or (C) within the Source Code of the Open Source
Software

<br>that is provided with the Licensed Software.

<br>&nbsp;

<br>&nbsp;

<br>&quot;Seat&quot; means the right granted under this
Agreement by Altera to Use

<br>the Licensed Software by a single User in accordance with
the terms

<br>and conditions of this Agreement or an Authorized
Distributor's

<br>license agreement.  A Seat is either a Floating Node Seat or
a Fixed

<br>with Companion License, which is enabled via a License Key.

<br>&nbsp;

<br>&quot;Specification&quot; means technical data in human or
machine readable form

<br>furnished by Altera which: (i) provides operating
instructions for

<br>using the Licensed Software, or (ii) explains the
capabilities and

<br>functions of such items, and any full or partial copies of
any such

<br>technical data.

<br>&nbsp;

<br>&quot;Support&quot; means any support or maintenance
services provided to You by

<br>Altera, an Authorized Distributor, and/or authorized Altera

<br>representatives in responding to email, telephone, or other
inquiries

<br>from You for maintenance, technical, or other support
requests in

<br>connection with the Licensed Software or the Licensed
Products.

<br>&nbsp;

<br>&quot;Third Party Licenses&quot; is a separate file, header,
or release notes

<br>that contains additional terms, conditions or restrictions
imposed by

<br>Third Party Licensors.  Such Third Party Licenses will be
identified

<br>in a separate list at the end of this Intel FPGA IP
Agreement describing

<br>each Third Party License.   A hyperlink to an Altera
database

<br>containing the text of all Third Party Licenses may be
accessed by

<br>clicking on the applicable line in the Third Party Licenses

<br>document.

<br>&nbsp;

<br>&quot;Third Party Licensors&quot; means and includes any
third party that

<br>licenses or provides Third Party Materials to Altera.

<br>&nbsp;

<br>&quot;Third Party Materials&quot; are materials or
components included in the

<br>download that include but are not limited

<br>to software, code portions or files owned by Third Party Licensors,

<br>and are provided subject to Third Party Licenses.

<br>&nbsp;

<br>&quot;Unlicensed Software&quot; means any Altera computer
programs or code in

<br>any format for which You do not hold an active License Key
issued by

<br>Altera, including but not limited to any non-subscribed or disabled

<br>features.

<br>&nbsp;

<br>&quot;Use&quot; means downloading, installing, using and
copying all or any

<br>portion of the Licensed Software into the Designated
Equipment for

<br>processing the instructions contained in the Licensed
Software, and/or

<br>loading data into or displaying, viewing or extracting
output results

<br>from, or otherwise operating, any portion of the Licensed
Software in

<br>accordance with the rights granted under this Intel FPGA IP
Agreement.

<br>&nbsp;

<br>&quot;User&quot; means an individual identified by You as a
person authorized to

<br>Use the Licensed Software on behalf of and for Your sole
benefit.

<br>&nbsp;

<br>&quot;You&quot; means an individual, corporation or other
legal entity to which

<br>Altera or an Authorized Distributor has issued a Seat or
licensed the

<br>Licensed Software, as the case may be.

<br>&nbsp;

<br>2.   Grant of License, Restrictions and Limitations.

<br>&nbsp;

<br>        2.1  Altera License.  Subject to and conditioned
upon Your

<br>compliance with the terms and conditions of this Agreement,
including

<br>payment of the applicable license fee (unless You are using
the

<br>Licensed Software through the OpenCore Plus Evaluation
Feature) Altera

<br>hereby grants to You a personal, worldwide, non-exclusive,
non-

<br>transferable, perpetual (but subject to termination as
otherwise

<br>described in this Agreement), royalty-free  license with no
right to

<br>sublicense under Altera's copyright and trade secret rights
embodied

<br>in and to the Licensed Software to Use the Licensed Software
during

<br>the License Period solely to:

<br>&nbsp;

<br>                (a)     design with, parameterize, compile,
route, and

<br>generate programming files and netlists with the Licensed
Software,

<br>solely for implementation in Devices, provided You have: (i)
obtained

<br>from Altera a Fixed with Companion License or Checkout
License; or

<br>(ii) if You have purchased a Floating Node Seat, multiple
users on

<br>networked workstations up to the number of Concurrent Users
for which

<br>You have obtained licenses from Altera;

<br>&nbsp;

<br>        (b)    program Devices with the Licensed Software;

<br>&nbsp;

<br>                (c)     exercise the rights granted in
Sections (a)

<br>and (b) of this Section 2.1 through Authorized Contractors;

<br>&nbsp;

<br>        (d)     install the Licensed Software on one (1) or
more

<br>computers, as specified in the Fixed with Companion License,
Floating

<br>Node Seat, or Checkout License (as applicable) that You have
obtained

<br>from Altera, in accordance with the provisions of this
Section 2.1;

<br>&nbsp;

<br>        (e)   except as otherwise provided in Section 2.2
(Use

<br>Restrictions) below, You may manufacture or have
manufactured, market,

<br>offer for sale, sell, or otherwise distribute or have
distributed

<br>Your products containing one or more Licensed Software; and

<br>&nbsp;

<br>         (f)   subject to Altera's prior written approval,
upon the

<br>negotiation of a mutually acceptable agreement and your
payment to

<br>Altera of license fees and royalties, You may incorporate
the Licensed

<br>Software within the approved ASIC for a specific project.

<br>&nbsp;

<br>        2.2    Use Restrictions.  No right is granted under
this

<br>Agreement to use the Licensed Software or any
machine-executable,

<br>binary form of a core used to design, develop, or program
other

<br>devices.   However, You may port ASIC designs to Devices for
the sole

<br>purposes of prototyping and verification.  Altera
specifically

<br>disclaims any liability for results obtained when using the
Licensed

<br>Software to program other devices.  Additionally, You may
not: (i)

<br>modify or synthesize any simulation model output files
generated from

<br>or resulting from the Licensed Software;  (ii) Use, and You
shall

<br>prevent

<br>any third parties or Authorized Contractors from using, the
Licensed

<br>Software to program programmable logic devices, field
programmable

<br>gate arrays (&quot;FPGAs&quot;) application specific
integrated circuits

<br>(ASICs), application specific standard products, or any other

<br>integrated circuit products designed or manufactured by any
company or

<br>entity other than Altera or its parent or affiliated
companies; and,

<br>except as otherwise permitted under

<br>this Agreement, You may not sublicense or transfer the
Licensed

<br>Software and any rights granted to You under this
Agreement.   If You

<br>transfer possession or control of the Licensed Software
(including any

<br>modifications or portions thereof) or transfer any rights
granted

<br>under this Agreement to a third party, this license shall

<br>automatically terminate without notice. You may not
decompile,

<br>disassemble, reverse engineer, or otherwise attempt to
access or

<br>derive the source code of the Licensed Software, or any
algorithms,

<br>concepts, techniques, methods or processes embodied therein,
or reduce

<br>the source code of the Licensed Software  to a human
readable form

<br>(&quot;Reverse Engineer&quot;) except as otherwise permitted
in this Agreement,

<br>or as permitted by applicable law and/or any applicable
third party

<br>software license terms accompanying the Licensed Software.  
In such

<br>case, You may Reverse

<br>Engineer, but only after giving written notice to Altera,
and only to

<br>the extent permitted by the Agreement or applicable law or
any

<br>applicable third party software license terms accompanying
the

<br>Licensed Software.  You may not

<br>publish or disclose the results of any benchmarking or
testing of the

<br>Licensed Software or portions thereof, or use such results
for Your

<br>own competing software development activities, without the
prior

<br>written permission of Altera.

<br>&nbsp;

<br>        2.3.  OpenCore Plus Evaluation License.  
Notwithstanding

<br>anything to the contrary in Section 2.1 above, if You are
using the

<br>Licensed Software through the OpenCore Plus Evaluation
Feature, Your

<br>license is more limited than the license granted by Altera
in Section

<br>2.1 of this Intel FPGA IP Agreement.   Altera grants to You
a temporary,

<br>limited, nonexclusive, nontransferable, single Concurrent
User right

<br>and license to: (i) evaluate the logic designs of Devices by

<br>performing the following functions:  design entry, timing,
place and

<br>route, compilation and verification of logic designs for
Devices; and

<br>(ii) evaluate the hardware in Devices  by programming the
Intel FPGA IP

<br>into such Devices, but only for so long as the Devices are

<br>continuously connected via a programming cable to a host
development

<br>computer that is running the Altera development tool
programmer

<br>software.   Otherwise, the Licensed Software will operate
for a

<br>predetermined amount of time, after which the Licensed
Software will

<br>be

<br>automatically disabled and will be inoperable.  Certain
features and

<br>functions of the Licensed Software may be disabled by Altera
during

<br>the OpenCore Plus evaluation.  In no event will Altera be
held liable

<br>for any damages or losses to You or any third party resulting
from the

<br>automatic disabling of any Intel FPGA IPs obtained through

<br>Altera's Opencore Plus evaluation license.

<br>&nbsp;

<br>       2.4.  Reservation of Rights.  Except for the licenses
expressly

<br>granted to You in this Section 2, no other licenses are
granted to

<br>You by implication, estoppel, or otherwise, and all rights
not

<br>expressly granted to You in this Section 2 are reserved by
Altera.

<br>&nbsp;

<br>       2.5. Delivery of Licensed Software.  The Licensed
Software will

<br>be delivered electronically, and will be accepted upon
delivery.   You

<br>may copy the Licensed Software solely for back-up or
archival

<br>purposes, and may use the Licensed Software over a network.

<br>&nbsp;

<br>       2.6. License Key.  Altera will deliver the License
Key to You

<br>after Altera's receipt of all information required to
generate the

<br>License Key, including the product name and quantity of
Seats licensed

<br>for the designated server or computer onto which You will
install the

<br>License Key management software.   In accordance with its
distribution

<br>method, Altera may include with the Licensed Software
additional

<br>Unlicensed Software to which the License Key will not permit
access.

<br>Inclusion of such Unlicensed Software in no way implies a
license from

<br>Altera to access or use such Unlicensed Software, and You
agree not to

<br>access or use such Unlicensed Software, unless the License
Key

<br>specifically authorizes such access and use.

<br>&nbsp;

<br>       2.7  Intellectual Property Rights Notices.  Any
copies of the

<br>Licensed Software made by or for You shall include all
intellectual

<br>Property Rights notices.  You will not, and shall cause Your

<br>Authorized Contractors and its customers and/or end users
not to,

<br>remove any Altera Intellectual Property Rights notices or
other

<br>proprietary markings from the Licensed Software.  Any copy
of the

<br>Licensed Software or portions thereof, including but not
limited to

<br>any modified versions, Derivative Works, any portion merged
into a

<br>design, and/or any design or product that incorporates all
or any

<br>portion of the Licensed Software, will continue to be
subject to the

<br>terms and conditions of this Agreement.

<br>&nbsp;

<br>       2.8  Feedback.  If You provide to Altera any comments
or

<br>suggestions with respect to the modification, correction,
improvement,

<br>or enhancement of: (i) the Licensed Software or portions
thereof; (ii)

<br>any Confidential Information disclosed by Altera to You; or
(iii)

<br>Licensed Products that may embody such Confidential
Information

<br>(collectively, the &quot;Feedback&quot;) then You agree to
grant and hereby

<br>grant to Altera a nonexclusive, irrevocable, perpetual,
worldwide,

<br>royalty-free, fully paid up right and license under any
Intellectual

<br>Property Rights You may have in and to the Feedback,
including but not

<br>limited to the following rights: (a) create Derivative Works
of the

<br>Feedback; (b) modify, enhance, and customize the Feedback;
(c)

<br>sublicense the Feedback to Altera licensees and customers;
and (d)

<br>market, perform, copy, have copied, make, have made, Use,
offer to

<br>sell, sell, and otherwise distribute Altera's and Your
sublicensees'

<br>products including or embodying Feedback in any manner and
via any

<br>media Altera chooses.

<br>&nbsp;

<br>       2.9. No Other Licenses or Grant of Intellectual
Property

<br>Rights.  Except as provided in this Agreement, neither party
grants to

<br>the other party, either directly or indirectly, by
implication, or by

<br>way of estoppel, any license or any other rights under such
party's

<br>Intellectual Property Rights.   You acknowledge and agree
that: (i)

<br>this Agreement does not grant to You any right to practice,
or any

<br>other right at all with respect to, any patent of Altera or
its

<br>licensors, and a separate license agreement from Altera or
its

<br>licensors is needed to use or practice any patent of Altera
or its

<br>licensors.  You, on behalf of Your Users, affiliates and
subsidiaries,

<br>agree not to contend in any context that, as a result of
this

<br>Agreement, either Altera or its licensors have any
obligation to

<br>extend, or You, Your Users or any other party has obtained
any right

<br>to, any license, whether express or implied, with respect to
any

<br>patent of Altera or its licensors, for any purpose
whatsoever.

<br>&nbsp;

<br>3.  Ownership and Future Development.

<br>&nbsp;

<br>     3.1.  Ownership of Licensed Software.  As between You
and Altera,

<br>You acknowledge and agree that Altera and its licensors have
and shall

<br>have exclusive ownership of all worldwide right, title and
interest in

<br>and to the Licensed Software and all Intellectual Property
Rights and

<br>industrial rights associated therewith, including but not
limited to

<br>enhancements, corrections, improvements, modified versions,
or

<br>Derivative Works of all the foregoing, in whole or in part,
whether

<br>developed or co-developed by Altera, or developed or
co-developed by

<br>You pursuant to this Intel FPGA IP Agreement. To assist
Altera in

<br>perfecting its ownership rights in and to the intellectual
property

<br>described in this Section 3.1, You agree to assign and
hereby do

<br>assign to Altera all Intellectual Property Rights that You
may

<br>otherwise have acquired in and to the intellectual property
described

<br>in this Section 3.1,  and You  agree to assist and cooperate
with

<br>Altera in all reasonable respects in: (i) any actions to
establish,

<br>transfer, or maintain such ownership rights, including
executing any

<br>documents associated therewith; and (ii) actions of
enforcement of

<br>such ownership rights.  To the extent that any rights You
may have

<br>acquired cannot be assigned under applicable law (for
example, moral

<br>rights) You agree to waive and hereby waive any and all
rights related

<br>to the Intellectual Property Rights described in this
Section 3.1,

<br>including without limitation any and all rights of
identification of

<br>authorship and any and all rights of approval, restrictions
or

<br>limitation on use, or subsequent modification.

<br>&nbsp;

<br>       3.2.  You recognize and acknowledge that Altera is or
may be

<br>independently developing for commercial use products that
may be

<br>complementary to or competitive with Your products and may
in future

<br>independently develop products that may compete with Your
products.

<br>Nothing in this Agreement shall limit Altera's independent
development

<br>and marketing or distribution of any products or systems,
provided

<br>such independent development is accomplished without use of
Your

<br>confidential information.  The existence of this Intel FPGA
IP Agreement

<br>shall not prevent Altera from undertaking discussions with
third

<br>parties, including Your competitors.

<br>&nbsp;

<br>4.      Confidential Information.  The Confidential
Information

<br>constitutes trade secrets and confidential and proprietary
information

<br>of Altera and its licensors, and You agree not to access or
Use the

<br>Licensed Software or portions thereof, directly or
indirectly, except

<br>and to the extent expressly permitted under this Agreement
or by

<br>applicable law.   Altera and its licensors retain all rights
in and to

<br>the Licensed Software, modifications, derivatives, updates,
and

<br>upgrades, and all Intellectual Property Rights associated
with any of

<br>the foregoing.  No other rights or licenses are granted by

<br>implication, estoppel or otherwise, to You or any third
party.

<br>&nbsp;

<br>        4.1  With respect to Confidential Information, You 
agree: (i)

<br>to use at least the same degree of care as You use with
respect to

<br>Your own Confidential Information of similar nature and
importance,

<br>but in no event less than a reasonable standard of care, to
prevent

<br>any Confidential Information from being disclosed to any
third party,

<br>except as otherwise permitted by this Agreement; (ii) not to
use or

<br>disclose Confidential Information for any purpose except to
the extent

<br>necessary and for the purpose of programming Devices with
the Licensed

<br>Software (the &quot;Intended Purpose&quot;); and (iii) to
restrict the

<br>disclosure and possession of Confidential Information solely
to those

<br>of Your Users, employees and Authorized Contractors with a
need to

<br>know/need to access for the Intended Purpose, who agree to
be bound by

<br>written confidentiality agreements no less strict than those
contained

<br>in this Agreement.  You agree to be liable to Altera for any
breaches

<br>by Your Users, employees and Authorized Contractors of the

<br>confidentiality obligations in this Section 4.1.

<br>&nbsp;

<br>        4.2  You will have no obligation of confidentiality
with

<br>respect to any Confidential Information to the extent that
it is: (a)

<br>already in the public domain or falls into the public domain
through

<br>no breach of this Agreement (or any other obligation to
Altera) by

<br>You, Your employees, Your Users, and Authorized Contractors;
(b)

<br>already rightfully known to You, Your employees, Your Users
and

<br>Authorized Contractors  without any obligation of
confidentiality; (c)

<br>is rightfully obtained by You, Your employees, Your Users
and

<br>Authorized Contractors from a third party with no obligation
of

<br>confidentiality; or (d) developed independently by You, Your

<br>employees, Your Users and Authorized Contractors without
breach of

<br>Your obligation of confidentiality under this Agreement.  
With

<br>respect to a disclosure required by order of a court or an
authorized

<br>government agency, You may disclose  Confidential
Information,

<br>provided that: (i) You give prompt written notice of any
such required

<br>disclosure to Altera; (ii) You disclose the Confidential
Information

<br>only to the extent required by such court or governmental
agency; and

<br>(iii) You provide reasonable assistance to Altera in its
efforts to

<br>protect the confidentiality of the Confidential Information
required

<br>to be disclosed.

<br>&nbsp;

<br>        4.3  Notwithstanding anything in this Agreement to
the

<br>contrary, You agree that Altera may disclose Your identity
by name and

<br>address and contact information, and identify the Licensed
Software

<br>licensed to You, to the extent required by Altera's
agreement with its

<br>licensors and Authorized Distributors.

<br>&nbsp;

<br>5.   Limited Warranty and Disclaimer of Warranties.

<br>&nbsp;

<br>        5.1  Limited Warranty.   Unless You are using the
Licensed

<br>Software through the OpenCore Plus Evaluation Feature (in
which case

<br>the limited warranty described in this Section 5 will not
apply, and

<br>the Licensed Software is provided to You on an
&quot;AS-IS&quot;, &quot;with all

<br>faults&quot;, and on a &quot;no warranty&quot; basis) 
Altera warrants that, until

<br>the Maintenance Expiration Date (the &quot;Warranty
Period&quot;), the Licensed

<br>Software will conform to the Specifications in all material
respects

<br>if used in compliance with the terms and conditions of this
Agreement.

<br>This warranty is personal to You, and is not transferable to
your

<br>affiliates, subsidiaries, end-user customers or to any third
party.

<br>If the Licensed Software does not materially conform to its

<br>Specifications, You agree to promptly notify Altera in
writing of such

<br>alleged nonconformance, and provide sufficient details or
evidence to

<br>allow Altera to reproduce the alleged defect or
nonconformance.

<br>Altera shall have no obligation to remedy any nonconformance
or defect

<br>it cannot replicate. During the Warranty Period, Altera may,
at

<br>Altera's sole option: (i) replace any Licensed Software not
meeting

<br>the foregoing warranty (either directly or through its
Authorized

<br>Distributor) provided the Licensed Software is returned to
Altera or

<br>the Authorized Distributor with adequate proof of purchase;
or (ii) if

<br>Altera is unable to remedy the defect or nonconformance
after

<br>reasonable commercial efforts, Altera may elect to refund to
You the

<br>license fee actually paid for the Licensed Software during
the

<br>previous twelve (12) months.  Any replacement Licensed
Software will

<br>be warranted for the remainder of the original Warranty
Period or

<br>thirty (30) days, whichever is longer.   Your sole remedy,
and

<br>Altera's sole obligation for a breach of the warranty in
this Section

<br>5.1 shall be replacement or the refund specified in

<br>subsections (i) and (ii) above.  If Altera refunds the
license fee in

<br>accordance with subsection (ii) above, Your license and any
rights

<br>granted to You under this Agreement will terminate
immediately, and

<br>You agree to irrevocably destroy the nonconforming Licensed
Software

<br>including any copies thereof and portions thereof
incorporated into a

<br>design or product, and certify in writing of its destruction
to

<br>Altera.

<br>&nbsp;

<br>        5.2  The foregoing warranty in Section 5.1 extends
only to the

<br>Licensed Software in the form delivered by Altera and its
Authorized

<br>Distributors to You, and not to any: (a) modifications not
made by

<br>Altera or its Authorized Distributor; (b) misuse, abuse, or use
of the

<br>Licensed Software outside its Intended Purpose; (c) failure
to use

<br>compatible Devices as set forth in the Specifications; or
(d) Third

<br>Party Materials.

<br>&nbsp;

<br>        5.3.  Disclaimer of Warranties.  THE FOREGOING
WARRANTIES ARE

<br>IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO

<br>THE LICENSED SOFTWARE OR SUPPORT SERVICES, INCLUDING BUT NOT
LIMITED

<br>TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

<br>PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED

<br>WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE
OF

<br>PERFORMANCE OR USAGE OF TRADE.  ALTERA DOES NOT WARRANT THAT
THE

<br>FUNCTIONS IN THE LICENSED SOFTWARE WILL MEET YOUR
REQUIREMENTS OR THAT

<br>THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED
OR ERROR-

<br>FREE, AND DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE
USE OF THE

<br>LICENSED SOFTWARE FOR ACCURACY, RELIABILITY, OR OTHERWISE. 
ALTERA

<br>EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED IN
THIS

<br>AGREEMENT.   EXCEPT AND TO THE EXTENT OTHERWISE PROVIDED
UNDER THIS

<br>AGREEMENT, YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND

<br>PERFORMANCE OF THE LICENSED SOFTWARE AND ANY DESIGN OR
PRODUCT IN

<br>WHICH THE LICENSED SOFTWARE MAY BE USED, INCLUDING, WITHOUT

<br>LIMITATION, ANY LICENSED PRODUCTS.  No representation or
other

<br>affirmation of fact, including but limited to statements
regarding

<br>capacity, suitability for use or performance of the Licensed
Software,

<br>whether made by Altera employees or otherwise, shall be
deemed to be a

<br>warranty for any purpose or give rise to any liability of
Altera

<br>whatsoever.   Some jurisdictions do not allow the exclusion
of implied

<br>warranties, so the above exclusions may not apply to You but
shall be

<br>interpreted to apply to the maximum extent permissible under

<br>applicable law.

<br>&nbsp;

<br>6.      Third Party Licensors.  The Licensed Software may
contain or

<br>include Third Party Materials licensed or provided to Altera
by Third

<br>Party Licensors which may be subject to additional terms and

<br>conditions or restrictions imposed by such Third Party
Licensors in a

<br>separate license agreement (the &quot;Third Party
Licenses&quot;).   Such Third

<br>Party Licenses will be identified in a separate file,
header, or

<br>release notes.   A hyperlink to an Altera database containing

<br>the text of all Third Party Licenses may be accessed by
clicking on

<br>the applicable line in the Third Party Licenses document
following

<br>this Intel FPGA IP Agreement.  With respect to the Third
Party Materials

<br>that are not governed by a separate Third Party License, the
Third

<br>Party Licensors of such Third Party Materials are intended
third party

<br>beneficiaries of the terms of this Agreement.

<br>&nbsp;

<br>7.    Term and Termination.

<br>&nbsp;

<br>        7.1  Term.  This Agreement will commence when you
download and

<br>install the Licensed Software, and will remain in effect
unless

<br>terminated by either party, or terminated in accordance with
its

<br>terms, whichever occurs first.

<br>&nbsp;

<br>        7.2  Termination.  If the Licensed Software is
licensed for

<br>evaluation purposes as described in Section 2.3 of this
Intel FPGA IP

<br>Agreement, then this Agreement and the rights granted
hereunder will

<br>automatically terminate in accordance with Section 2.2
above, or upon

<br>notice by Altera.  Additionally, Altera may terminate this
Agreement

<br>in accordance with its terms.  You may terminate this Intel
FPGA IP

<br>Agreement at any time by uninstalling and irrevocably
destroying the

<br>Licensed Software, including all modifications, copies, and
all

<br>portions of the foregoing, and certifying to such
destruction in a

<br>writing signed by an officer of Your company.   Altera may
terminate

<br>the license immediately if You or an Authorized Contractor
fail to

<br>comply with any material term or condition of this
Agreement,

<br>including but not limited to Your or an Authorized
Contractor's breach

<br>of the license rights granted in this Agreement, breach of
Your or an

<br>Authorized Contractor's obligation of confidentiality, or if
You: (i)

<br>cease to do business or terminates its business operations;
or (ii)

<br>become insolvent or seek protection under any bankruptcy or

<br>liquidation or similar proceedings, or make an assignment of
all or a

<br>majority of Your assets for the benefit of creditors.

<br>&nbsp;

<br>        7.3  Effect of Termination.   Upon termination of
this

<br>Agreement for any reason, the licenses and any rights
granted under

<br>this Agreement shall terminate, and You agree to irrevocably
destroy,

<br>and shall cause any of Your employees and Authorized
Contractors to

<br>irrevocably destroy, the Licensed Software and all portions
thereof in

<br>Your possession or under Your control (including any
portions thereof

<br>merged into a design or Licensed Product not already
distributed), and

<br>certify to such destruction in writing to Altera.   You
shall not

<br>continue to use the Licensed Software or any portion thereof
in

<br>development after termination of the Agreement, but You may
keep a

<br>single copy of the Licensed Software solely for archival
purposes, or

<br>to provide support to end users or customers.

<br>&nbsp;

<br>8.   Maintenance and Support.

<br>&nbsp;

<br>        8.1  Unless You have licensed the Licensed Software
through

<br>the OpenCore Plus Evaluation Feature, Altera will provide
support and

<br>maintenance for the Licensed Software until the date listed
in the

<br>license file for a particular Intel FPGA IP in the format

<br>&quot;YYYY.MM&quot; (the &quot;Maintenance Expiration
Date&quot;).   After expiration of

<br>the Warranty Period, upon payment of the applicable support
fee Altera

<br>or its Authorized Distributor, as the case may be, shall:
(i) be

<br>obligated to provide Support for the Licensed Software
(including bug

<br>fixes, error corrections and any other updates made
generally

<br>available by Altera to licensees that purchase support and

<br>maintenance) for a period of 12 months from the date of the
license

<br>purchase or renewal, or the date of the license activation,
whichever

<br>is later; and (ii)  use commercially reasonable efforts to
provide to

<br>You fixes to defects in the Licensed Software that cause the
Licensed

<br>Software not to conform in all material respects with the

<br>Specifications that are diagnosed as non-conformances, and
are capable

<br>of replication by Altera; (iii) provide to You fixes and
other updates

<br>to the Licensed Software that Altera, in its sole
discretion, chooses

<br>to make generally available to its licensees without a
separate

<br>charge; and (iv) respond by telephone or email to Your
inquiries for

<br>support.

<br>&nbsp;

<br>        8.2   Exclusions.   Altera is not and shall not be
obligated

<br>to provide any maintenance or support for Licensed Software
obtained

<br>through the OpenCore Plus Evaluation Feature.  Except as
otherwise

<br>described in Section 8.1 above, Altera will not have any
obligation to

<br>provide any

<br>maintenance, support, or training, or to provide any error

<br>corrections, updates, upgrades, new versions, other
modifications, or

<br>enhancements to the Licensed Software, Devices, or any
Licensed

<br>Products.   You will be responsible, at Your own expense,
for

<br>providing technical support and training to Your customers
and any

<br>other end users of the Licensed Software or Licensed
Products, and

<br>Altera will have no obligation to support any of the
foregoing.  You

<br>will be solely responsible for, and Altera shall have no
obligation to

<br>honor, any warranties that You may provide to Your customers
or to any

<br>other end users of the Licensed Products.

<br>&nbsp;

<br>9.   Indemnification.

<br>&nbsp;

<br>        9.1  Subject to the provisions of this Agreement,
and provided

<br>You have not acquired the Licensed Software through the
OpenCore Plus

<br>Evaluation License (in which case Altera is not obligated to
provide

<br>any defense or indemnification),  Altera will defend You
from and to

<br>the extent based on a claim by a third party that the
Licensed

<br>Software, in the form delivered by Altera or its Authorized

<br>Distributor and used by You in accordance with this
Agreement,

<br>infringes a third party's United States or European Union
copyright,

<br>trade secret or trademark, and will pay any damages finally
awarded as

<br>a result of the claim or amount agreed to by Altera as part
of a

<br>settlement, provided that You: (i) notify  Altera promptly
in writing

<br>of any such claim, and (ii) reasonably cooperate, at
Altera's

<br>expense, in the defense or settlement of such claim.  Altera
shall

<br>have sole authority to control the defense and all related
settlement

<br>negotiations, but You will have the right to be represented
by your

<br>own

<br>attorney, at your sole expense.   The foregoing indemnity 
does not

<br>extend to claims resulting from:  (a) any modifications of
the

<br>Licensed Software by a party other than Altera and its
Authorized

<br>Distributors; (b) use of the Licensed Software outside the
scope of

<br>the licenses granted under this Agreement; (c) the
combination or use

<br>of the Licensed Software with other products, software
components or

<br>systems, to the extent that the claim of infringement
results from

<br>such combination or use; (d) the use of other than the most
recent

<br>version of the Licensed Software, if the infringement claim
would have

<br>been avoided by use of the most recent version of Licensed
Software;

<br>(e) any requirements specified by You; (f) any unauthorized
use of the

<br>Licensed Software, to the extent Altera has indicated in the

<br>Specifications that third-party licenses may be required to
use

<br>suchLicensed Software; (g) any third party products,
software,

<br>components, systems, or materials; or (h) a Product's
alleged

<br>implementation of some or all of a Standard (for purposes of
this

<br>Agreement, &quot;Standard&quot; is a technology
specification created by a

<br>government sponsored group, an industry sponsored group, or
any

<br>similar group or organization that creates technology
specifications

<br>to be used by others.  Examples of Standards include GSM,
LTE, 5G, Wi-

<br>Fi, CDMA, MPEG, and HTML.  Examples of groups that create
Standards

<br>include IEEE, ITU, 3GPP, and ETSI).

<br>&nbsp;

<br>        9.2  Remedies.  If, in Altera's judgment, the Use
and/or

<br>licensing of the Licensed Software is likely to be enjoined
by a

<br>court, Altera shall, at its option and expense (but subject
to the

<br>terms and conditions of this Agreement) either: (i) procure
the right

<br>to allow You the continued rights to use the Licensed
Software; or

<br>(ii) replace or modify the Licensed Software so that it
becomes non-

<br>infringing, provided that the replacement or modified
version

<br>substantially meets the Specifications applicable to the
original

<br>Licensed Software.  If Altera is unable, after exercising
reasonable

<br>commercial efforts, to obtain such license or provide such
replacement

<br>or modification, Altera may in its sole discretion terminate
this

<br>Agreement, in which case You agree to irrevocably destroy
the Licensed

<br>Software, including all copies and portions thereof in any
form

<br>(including any portions thereof merged into a design or a
product that

<br>has not been distributed), and certify the same in writing
to Altera.

<br>Altera will refund the license fee paid during the previous
one (1)

<br>calendar year for such Licensed Software.   Upon performance
by Altera

<br>of the remedies above, the liability of Altera for such
alleged

<br>infringement shall terminate with respect to all damages
arising from

<br>or relating to such alleged infringement after the date of
Altera's

<br>performance.   Sections 9.1 and 9.2 of the Agreement state
Altera's

<br>entire liability, and Your  sole and exclusive remedies,
with regards

<br>to infringement claims.

<br>&nbsp;

<br>10.   Limitation of Liability.

<br>&nbsp;

<br>        10.1 OpenCore Plus Evaluation License Limitation of
Liability.

<br>YOU UNDERSTAND AND AGREE THAT THE LICENSED SOFTWARE MAY BE
FUNCTION-,

<br>TIME-, OR CLOCK CYCLE LIMITED, AND THEREFORE YOU ACKNOWLEDGE
AND AGREE

<br>THAT IN NO EVENT WILL ALTERA BE HELD LIABLE FOR ANY DAMAGES,
LOSSES,

<br>COSTS, LIABILITIES OR EXPENSES TO YOU OR TO ANY THIRD PARTY
ARISING

<br>FROM OR RELATING TO THE AUTOMATIC DISABLING OF ANY LICENSED
SOFTWARE

<br>FUNCTIONS OBTAINED THROUGH THE OPENCORE PLUS EVALUATION
LICENSE.

<br>&nbsp;

<br>        10.2 No Indirect Damages.  TO THE MAXIMUM EXTENT
PERMITTED BY

<br>APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ALTERA, ITS
LICENSORS OR

<br>AUTHORIZED DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD
PARTY FOR ANY

<br>INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL
DAMAGES OF

<br>ANY KIND OR NATURE INCLUDING BUT NOT LIMITED TO LOSS OF
PROFITS, LOSS

<br>OR INACCURACY OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF
SUBSTITUTE

<br>GOODS OR SERVICES IN CONNECTION WITH THE SUBJECT MATTER OF
THIS

<br>AGREEMENT OR USE OF THE LICENSED SOFTWARE, IN WHOLE OR IN
PART, UNDER

<br>ANY THEORY OF LIABILITY, EVEN IF SUCH LOSSES WERE REASONABLY

<br>FORESEEABLE OR ALTERA HAS BEEN ADVISED OF THE POSSIBILITY OF

<br>OCCURRENCE OF SUCH DAMAGES.

<br>&nbsp;

<br>        10.3  Damages Cap.  IN NO EVENT SHALL ALTERA'S TOTAL
AGGREGATE

<br>LIABILITY UNDER THIS  AGREEMENT EXCEED THE LICENSE FEE
ACTUALLY PAID

<br>BY  YOU TO ALTERA FOR THE SPECIFIC LICENSE GIVING RISE TO
THE CLAIM

<br>FOR THE PRECEDING ONE (1) YEAR PERIOD.

<br>&nbsp;

<br>        10.4  Failure of Essential Purpose.  WITHOUT
LIMITING THE

<br>FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE
PARTIES HERETO

<br>THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH
PROVIDES FOR A

<br>LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION
OF

<br>DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND
INDEPENDENT OF

<br>ANY OTHER SUCH PROVISION.   FURTHER, IN THE EVENT THAT ANY
REMEDY

<br>HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE, ALL

<br>LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL
REMAIN IN

<br>EFFECT, TO THE MAXIMUM EFFECT PERMITTED BY APPLICABLE LAW.

<br>&nbsp;

<br>        10.5  Hazardous Applications and Uses.  THE LICENSED
SOFTWARE

<br>IS NOT INTENDED OR DESIGNED TO BE FAIL- SAFE FOR USE IN ANY

<br>APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS LIFE
SUPPORT,

<br>SAFETY OR MEDICAL DEVICE SYSTEMS, NUCLEAR FACILITIES, OR ANY
OTHER

<br>APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR
SEVERE

<br>PROPERTY OR ENVIRONMENTAL DAMAGE (COLLECTIVELY,
&quot;HAZARDOUS

<br>APPLICATIONS&quot;).  THE LICENSED SOFTWARE IS ALSO NOT
DESIGNED OR

<br>INTENDED FOR USE WITH ANY APPLICATIONS THAT CONTROL VEHICLES
OR

<br>AIRCRAFT.  YOU AGREE THAT PRIOR TO USING OR DISTRIBUTING ANY
SYSTEMS

<br>DEVELOPED BY USE OF THE LICENSED SOFTWARE OR THAT
INCORPORATE A

<br>PORTION OF THE LICENSED SOFTWARE, TO THOROUGHLY TEST SUCH
SYSTEMS FOR

<br>SAFETY PURPOSES.  TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW,

<br>YOU ASSUME ALL RISK AND LIABILITY FOR ANY HAZARDOUS
APPLICATIONS AND

<br>USES IN APPLICATONS THAT CONTROL VEHICLES OR AIRCRAFT.

<br>&nbsp;

<br>        10.6  Altera is willing to enter into this Agreement
only in

<br>consideration of and in reliance of the terms and conditions
contained

<br>herein limiting Altera's exposure to liability.  Such
provisions

<br>constitute an essential part of the bargain underlying this
Agreement

<br>and have been reflected in the consideration hereto.  The
parties

<br>understand and agree that the exclusion of warranties,
limitation of

<br>liability, and the limitation of remedies allocate risks
between the

<br>parties as authorized under applicable law.

<br>&nbsp;

<br>        10.7  NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS
OF

<br>LIABILITY IN THIS SECTION 10 WILL NOT APPLY WITH RESPECT TO
DEATH,

<br>SERIOUS BODILY INJURY, OR DAMAGE TO PERSONAL PROPERTY
RESULTING FROM A

<br>PARTY'S GROSS NEGLIGENCE OR FRAUDULENT OR INTENTIONAL
MISCONDUCT.

<br>&nbsp;

<br>11.   General Terms and Conditions.

<br>&nbsp;

<br>        11.1  General Terms.  This Agreement is entered into
for the

<br>benefit of Altera, its licensors, and Authorized
Distributors, and all

<br>rights granted to You, Your Users, and Authorized
Contractors, and

<br>Your obligations owed to Altera and the Authorized
Distributors, shall

<br>be

<br>enforceable by Altera, its licensors and the Authorized
Distributors.

<br>No modification of this Agreement will be binding unless in
writing

<br>and signed by authorized representatives of each party.   If
any of

<br>the provisions of this Agreement are in violation of
applicable law,

<br>void, or unenforceable, then such provisions shall be deemed
to be

<br>deleted from the Agreement, but the remaining provisions
shall remain

<br>in full force and effect.  If You have any questions
concerning this

<br>Agreement, including questions relating to software
maintenance or

<br>warranty service, please contact Altera Corporation, 101
Innovation

<br>Drive, San Jose, CA 95134.

<br>&nbsp;

<br>        11.2  By downloading, installing, copying or using
the

<br>Licensed Software, or by paying a license or other
applicable fee, You

<br>acknowledge that You have read this Agreement, understand
it, and

<br>agree to be bound by its terms and conditions.   You further
agree

<br>that the Agreement is the complete and entire agreement
between You

<br>and Altera with respect to the subject matter hereof.   No
statements,

<br>promises or representations have been made by one party to
the other,

<br>or are relied upon by either party when entering into this
Agreement.

<br>All prior and contemporaneous discussions and negotiations,
whether

<br>verbal or written, are merged into and superseded by the
Agreement.

<br>No entity or person not a party hereto shall have any
interest under

<br>this Agreement, or be deemed to be a third party beneficiary
thereof.

<br>&nbsp;

<br>        11.3  Audit Rights.   You agree to keep complete and
accurate

<br>books and records which confirm Your compliance with the
terms and

<br>conditions of this Agreement.  Altera shall have a right to
audit Your

<br>facilities and records, provided that such audit: (i) shall
be

<br>conducted at reasonable times, upon reasonable prior written
notice;

<br>and (ii) shall not unreasonably interfere with Your normal
business

<br>operations.  This Section 11.3 shall survive for three (3)
years after

<br>expiration or termination of this Agreement.

<br>&nbsp;

<br>        11.4  No Assignment.  The license and rights granted
to You

<br>hereunder are personal in nature.  You may not sublicense,
delegate,

<br>assign, or otherwise transfer this Agreement or

<br>any of the rights or obligations contained therein without
Altera's

<br>written consent.  Any attempt to do

<br>so will be void and shall have no force and effect, and
shall

<br>immediately terminate all licenses and rights granted under
this

<br>Agreement.  For the purposes of this Section, a change in
the persons

<br>or

<br>entities that directly or indirectly control fifty percent
(50%) or

<br>more of the equity securities or beneficial or voting
interest of

<br>Licensee shall be considered an assignment by Licensee and
shall

<br>require the other Party's prior written consent, which shall
not be

<br>unreasonably withheld.

<br>&nbsp;

<br>        11.5  Export Control.   You shall not export,
directly or

<br>indirectly, any Confidential

<br>Information, the Licensed Software, or any any product,
service or

<br>technical data or system incorporating the Licensed Software

<br>without first obtaining any required license or other
approval from

<br>the U.S. Department of Commerce or any other agency or
department of

<br>the U.S. government. In the event of export from the United
States or

<br>re-export from a foreign destination, You will ensure that
the

<br>distribution and export or import of the product is in
compliance with

<br>all laws, regulations, orders, or other restrictions of the
U.S.

<br>Export Administration Regulations and the appropriate
foreign

<br>government.

<br>&nbsp;

<br>        11.6  Governing Law/Venue.  This Agreement will in
all

<br>respects be governed by, and construed and interpreted
under, the

<br>laws of the United States of America and the State of
Delaware,

<br>without reference to conflict of laws principles.   The
parties agree

<br>that the United Nations Convention on Contracts for the
International

<br>Sale of Goods (1980) is specifically excluded from and will
not apply

<br>to this Agreement. All disputes arising out of or related to
this

<br>Agreement will be subject to the exclusive jurisdiction of
the courts

<br>of the State of Delaware or of the Federal courts sitting in
that

<br>State. Each party submits to the personal jurisdiction of
those courts

<br>and waives all objections to that jurisdiction and venue for
those

<br>disputes.

<br>&nbsp;

<br>        11.7  U.S. Government Restricted Rights.   You
acknowledge and

<br>agree that all software and software-related items licensed
by Altera

<br>pursuant to this Agreement are &quot;Commercial Computer
Software&quot;  or

<br>&quot;Commercial Computer Software Documentation&quot; as
defined in FAR 12.212

<br>for civilian agencies and  DFARS 227-7202 for military
agencies (as

<br>amended) and in the event You are permitted under this
Agreement to

<br>provide such items to the U.S. government, such items shall
be

<br>provided under terms that are at least as restrictive as the

<br>provisions of this Agreement.   The Contractor/manufacturer
is Altera

<br>Corporation, 101 Innovation Drive, San Jose, CA 95134.

<br>&nbsp;

<br>        11.8  Survival.  If the Agreement terminates for any
reason,

<br>all definitions in this Agreement and the rights, obligations,
and

<br>restrictions under Sections 1 (Definitions); 2.3
(Reservation of

<br>Rights) 2.6 (Intellectual Property Rights Notices); 2.9 (No
Other

<br>Licenses or Grant of Intellectual Property Rights); 3
(Ownership and

<br>Future Development); 4 (Confidential Information); 5.3
(Disclaimer of

<br>Warranties); 6 (Third Party Licensors); 7.3 (Effect of
Termination); 9

<br>(Indemnification); 10 (Limitation of Liability); and 11
(General Terms

<br>and Conditions) shall survive termination of the Agreement.

<br>&nbsp;

<br>12. OPEN SOURCE STATEMENT. The Licensed Software may include
Open

<br>Source Software that is licensed pursuant to the applicable
Open

<br>Source Software license agreement(s) identified in the Open
Source

<br>Software comments in the applicable source code file(s)
and/or file

<br>header(s) provided with or otherwise associated with the
Licensed

<br>Software. Additional detail may be provided (where
applicable) in the

<br>accompanying on-line documentation, or within the user
interface of

<br>the device, if any. With respect to Open Source Software,
nothing in

<br>this Intel FPGA IP Agreement limits any rights under, or
grants rights that

<br>supersede, the terms of any applicable Open Source Software
license

<br>agreement. Neither Licensee nor any OEM, ODM, customer, or

<br>distributor, will subject the Licensed Software or
associated

<br>Documentation, in whole or in part, to any license
obligations

<br>associated with Open Source Software including combining or

<br>distributing the Licensed Software and/or Documentation with
Open

<br>Source Software in a manner that subjects Intel or any
portion of the

<br>Licensed Software to any license obligations of such Open
Source

<br>Software.

<br>&nbsp;

<br>&nbsp;

<br>[END OF INTEL FPGA IP V. 17.1 LICENSE TERMS AND

<br>CONDITIONS]

<br>&nbsp;

<br>&nbsp;

<br>===================================================================

<br>&nbsp;

<br>THIRD-PARTY LICENSES

<br>&nbsp;

<br>NOTE: The following third-party licenses and notices
represent each

<br>third-party contributor's use requirements for Your usage of
any third-

<br>party software incorporated into or provided in conjunction
with the

<br>Intel FPGA product(s) licensed under the Intel FPGA Software
License Agreement

<br>(&quot;Agreement&quot;).  The provisions contained in each
such license apply

<br>only to the respective Third-Party Components (as such term
is defined

<br>in the Agreement) and not to any Intel FPGA products
licensed to You.

<br>&nbsp;

<br>Quartus Prime THIRD-PARTY LICENSES

<br>------------------------------------------------------------------

<br>1. Alphanum 1.0 (libpng/zlib License)

<br>2. Apache Xerces C++ 2.6 (Apache v. 2.0 license)

<br>3. autopep8 0.9.7 (MIT License)

<br>4. Base64 decoder 1.0 (Zlib License)

<br>5. boost 1.53.0 (MIT-style License)

<br>6. Bottle 0.12.7 (MIT License)

<br>7. buddy 2.2 (BSD-style License)

<br>8. bwidget 1.4.1 (BSD-style License)

<br>9. Cajun 2.0.1 (3 Clause BSD License)

<br>10. CherryPy 3.5.0 (3 Clause BSD License)

<br>11. Cygwin 1.7.32 (GPL v. 3.0)

<br>12. DataTables 1.10.15 (MIT)

<br>13. Django 1.6 (3 Clause BSD License)

<br>14. Editline Library (libedit) 0:42:0 (NetBSD License)

<br>15. Eigen3 3.2.1 (Mozilla Public License Version 2.0)

<br>16. Flake8 2.1.0 (MIT License)

<br>17. GD 2.0.34 (BSD-style License)

<br>18. gzip 1.3.12 (GPL v. 2.0 License)

<br>19. IBM.ICU 4.4.2 (IBM ICU License and additional Third
Party terms)

<br>20. ICU 3.4 (IBM License and additional third party terms)

<br>21. INCR TCL 4.0 (BSD-Style License)

<br>22. javasysmon 0.3.5 (BSD 2 Clause License)

<br>23. jdbc sqlite 20120209 (Apache v. 2.0 license)

<br>24. jQuery 1.11.3 (MIT License)

<br>25. jQuery UI 1.10.2 (MIT License)

<br>26. jQuery UI Layout Plug-in 1.3.0.rc30.79 (MIT License, GPL
v.3 License)

<br>27. JRE Java SE 6 (Oracle Binary Code License)

<br>28. LEMON 1.3.1 (Boost Software License, Version 1.0)

<br>29. LIBCURL 7.36.0 (MIT/X Derivative License)

<br>30. Libelf 0.8.10 (LGPL v. 2.1 License)

<br>31. Liberation Fonts 2.00.1 (SIL Open Font License, Version
1.1)

<br>32. libpng 1.2.18 (Libpng License)

<br>33. make 3.81 (GPL v. 2.0 License)

<br>34. McCabe 0.2.1 (MIT License)

<br>35. metis 4.0.1 (GPL v. 2.0 License)

<br>36. MINISAT 2 2.2.0 (MIT License)

<br>37. Normalize.css 2.1.3 (MIT License)

<br>38. OpenSSL 1.0.1h (BSD-style License)

<br>39. OpenSSL 1.0.1m (BSD-style License)

<br>40. Peewee 2.1.6 (MIT License)

<br>41. pep8 1.4.6 (MIT License)

<br>42. Perl 5.8.8 (GPL v. 1.0 or the Artistic License)

<br>43. PicNet Table Filter  (MIT License)

<br>44. Protobuf 2.5.0 (BSD 3 Clause License)

<br>45. psutil 1.2.1 (3 Clause BSD License)

<br>46. pyflakes 3.2.2 (MIT License)

<br>pyreadline copyright and licensing notes

<br>48. Python 3.3.0 (PSF License for Python 3.3.0)

<br>49. pyzeromq 14.0.0 (Modified BSD License)

<br>50. Requests 2.3.0 (Apache v. 2.0 license)

<br>51. setuptools 2.0 (PSF or ZPL License)

<br>52. SUNDIALS 2.7.0 (BSD License)

<br>53. superlu 2.2.0 (BSD 3 Clause License)

<br>54. Tablelist 5.5 (MIT style license)

<br>55. TableSorter 2.7.3 (MIT License, GPL v. 3.0 Licenses)

<br>56. tbb 4.2.2 (GPL v.2.0 License)

<br>57. TCL-TK 8.6 (BSD-style License)

<br>58. tcldom 3.0 (BSD Style License)

<br>59. tcllib 1.11 (BSD 4 Clause License)

<br>60. tclsoap 1.6.7 (MIT License)

<br>61. tclxml 3.2 (BSD style License)

<br>62. TinyXML2 4.0.1 (zlib)

<br>63. tktable 2.10 (Tcl/Tk license)

<br>64. TLS 1.6 (BSD License)

<br>65. Twitter Bootstrap version 3.0.3 (Apache v. 2.0 License)

<br>66. Twitter Bootstrap version 3.3.6 (MIT License)

<br>67. Underscore.js 1.4.4 (MIT License)

<br>68. unzip 6.00 (BSD Style Info-Zip License)

<br>69. xmlgen 1.4 (Apache v. 2.0 license)

<br>70. ZeroMQ 4.0.3 (LGPL v. 3 License)

<br>71. ZLIB 1.2.3 (Zlib License)

<br>&nbsp;

<br>MegaCore (IP) THIRD-PARTY LICENSES

<br>------------------------------------------------------------------

<br>1. antlr 2.7.2 (BSD 4 Clause License)

<br>2. antlr 4.5.1 (BSD 3 Clause License)

<br>3. appframework 1.03 (LGPL v. 2.1 License)

<br>4. asm 3.1 (BSD 3 Clause License)

<br>5. beansbinding 1.2.1 (LGPL v. 2.1 License)

<br>6. JGoodies Binding 2.0.6 (BSD 3 Clause License)

<br>7. binutils 2.26.51 (GPL v. 2 License)

<br>8. boost 1.38.0 (MIT-style License)

<br>9. castor 1.0.3 (Apache v. 2.0 and Intalio BSD-style
Licenses)

<br>10. castor 1.2 (Apache v. 2.0 and Intalio BSD-style
Licenses)

<br>11. checker-framework 1.8.7 (GPL v. 2 License)

<br>12. checkstyle 4.2 (LGPL v. 2.1 License)

<br>13. cli 1.1 (Apache v. 2.0 License)

<br>14. cobertura 1.8 (GPL v. 2 License)

<br>15. commons-beanutils 1.6 (Apache v. 1.1 License)

<br>16. commons-digester 1.5 (Apache v. 1.1 License)

<br>17. commons-logging 1.1 (Apache v. 2.0 License)

<br>18. commons-logging 1.2 (Apache v. 2.0 License)

<br>19. commons-math 3.5 (Apache v. 2.0 License)

<br>20. commons-pool 1.2 (Apache v. 2.0 License)

<br>21. cpputest 2.3 (BSD 3-clause &quot;New&quot; or
&quot;Revised&quot; License)

<br>22. DockingFrames 1.1.2p12c (LGPL v. 2.1 License)

<br>23. eclipse-cpp-mars-2 4.5.0 (Eclipse Public License v 1.0)

<br>24. expat 2.1.0 (MIT License)

<br>25. expat 2.2.0 (MIT License)

<br>26. explicitlayout 3.0 (LGPL v. 2.1 License)

<br>27. fmt 4.0.0 (BSD 2-clause &quot;Simplified&quot; License)

<br>28. forms_rt 6.0 (Apache v. 2.0 License)

<br>29. gcc 6.3.0 (GNU Free Documentation v. 1.3 GPL License)

<br>30. gdb 7.11.1 (GPL v. 3 License)

<br>31. gmp 6.1.1 (LGPL v. 3 License)

<br>32. gnu 1.2.5 (GPL v. 2 License)

<br>33. guava-libraries 15.0 (Apache v. 2.0 License)

<br>34. hamcrest 1.3 (BSD 3 Clause License)

<br>35. jacl 1.3.2a (Jacl Software License)

<br>36. jaxb-ri 2.2.7 (CDDL v. 1.1; GPL v. 2 Classpath
Exception)

<br>37. jaxb-xew-plugin 1.4 (LGPL v. 3 License)

<br>38. jaxb2-basics-annotate 1.0.1 (BSD 2 Clause License)

<br>39. jaxb2-basics-tools 0.9.0 (BSD 3 Clause License)

<br>40. jaxen 1.1.1 (BSD 3 Clause License)

<br>41. jaxen 1.1.6 (BSD 3 Clause License)

<br>42. jaxen 1.3 (BSD 4 Clause License)

<br>43. jcommon 1.0.16 (LGPL v. 3 License)

<br>44. JDOM 1 (BSD-style License)

<br>45. JFreeChart 1.0.13 (LGPL v. 3 License)

<br>46. JGraphX 2.2.0.2 (BSD 3 Clause License)

<br>47. jline 2.12 (BSD 3 Clause License)

<br>48. jsap 2.0a (LGPL v. 2.1 License)

<br>49. jsr173 1.0 (Apache v. 2.0 License)

<br>50. junit 3.8.1 (Common Public License v. 1.0)

<br>51. junit 4.0 (Common Public License v. 1.0)

<br>52. junit 4.1 (Common Public License v. 1.0)

<br>53. l2fprod 7.3 (Apache v. 2.0 License)

<br>54. libstdc v3 (GPL v. 3 License)

<br>55. looks 2.0.1 (BSD 2 Clause License)

<br>56. make 3.81 (GPL v. 2 License)

<br>57. miglayout15 3.0.3 (BSD 2 Clause License)

<br>58. miglayout 4.0 (BSD)

<br>59. mpc 1.0.3 (LGPL v. 3 License)

<br>60. mpfr 3.1.0 (LGPL v. 3 License)

<br>61. mpfr 3.1.4 (LGPL v. 3 License)

<br>62. mpir 2.2.1 (LGPL v. 3 License)

<br>63. mydoggy 1.4.2 (LGPL v. 3 License)

<br>64. netbeans-swing-outline 6.9 (LGPL v. 2.1, GPL v. 2.0, and
CDDL v. 1 Licenses plus Classpath Exception)

<br>65. newlib 2.4.0 (Red Hat and BSD 3 Clause Licenses)

<br>66. OpenCL 1.1 (MIT License)

<br>67. powermock 1.5 (Apache v. 2.0 license)

<br>68. quickserver 1.4.7 (LGPL v.2.1 License)

<br>69. stlport 7.1 (Stlport License)

<br>70. swingworker 3 (MPL v. 1.1 and LGPL v. 2.1 Licenses)

<br>71. symphony 5.6.1 (Eclipse Public License v. 1.0)

<br>72. systemc 2.2.0 (SystemC Open Source License v. 3.3)

<br>73. wraplf 0.2 (Apache v. 2.0 License)

<br>74. xerces 2.3.0 (Apache v. 1.1 License)

<br>75. xmlbeans 2.2.0 (Apache v. 2.0 License)


<br>Intel(R) FPGA SDK for OPENCL(TM) VERSION 17.1 LICENSE
AGREEMENT

<br>&nbsp;

<br>&nbsp;

<br>Copyright (C) 2017 Altera(R) Corporation.  All rights

<br>reserved.  &quot;Altera&quot; and &quot;Quartus(R)&quot; are
registered trademarks of

<br>Intel Corporation or its subsidiaries in the U.S. and other
countries.

<br>OpenCL and the

<br>OpenCL logo are trademarks of Apple Inc., and are used by
Altera under

<br>license from Khronos.  Any other trademarks and trade names
referenced

<br>here are the property of their respective owners.  Certain
files,

<br>programs, or other materials provided in connection with the
Licensed

<br>Software may originate or contain components from Third
Party

<br>Licensors and are licensed to You pursuant to the terms of
the

<br>applicable Third Party License appearing upon activation or

<br>installation of the Licensed Software, and/or are contained
or

<br>described in associated release notes, header source files,
or other

<br>documentation.  Any such additional terms, and conditions or

<br>restrictions will also be listed in a separate file called
&quot;Third

<br>Party Licenses document&quot;.  You agree to carefully
review and comply

<br>with the terms of such Third Party Licenses. 
NOTWITHSTANDING ANYTHING

<br>TO THE CONTRARY IN THE AGREEMENT, AS BETWEEN LICENSEE AND
ALTERA, AND

<br>TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH
THIRD

<br>PARTY LICENSES SHALL BE SUBJECT TO PARAGRAPH 11 (DISCLAIMER
OF

<br>WARRANTIES), PARAGRAPH 13 (LIMITATION OF LIABILITY) AND
PARAGRAPH 14

<br>(GOVERNING LAW). ALTERA OFFERS NO WARRANTIES (WHETHER
EXPRESS OR

<br>IMPLIED); INDEMNIFICATION; AND/OR SUPPORT OF ANY KIND WITH
RESPECT TO

<br>THIRD PARTY MATERIALS, EXCEPT THAT WE WILL PASS THROUGH TO
YOU, IF AND

<br>TO THE EXTENT AVAILABLE, ANY WARRANTIES EXPRESSLY PROVIDED
TO US BY

<br>THIRD PARTY LICENSORS RELATING TO  SUCH THIRD  PARTY
MATERIALS.

<br>&nbsp;

<br>PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS SDK
FOR

<br>OPENCL VERSION 17.1 LICENSE AGREEMENT (THE &quot;SDK FOR
OPEN

<br>CL AGREEMENT&quot; OR &quot;AGREEMENT&quot;) CAREFULLY
BEFORE DOWNLOADING, INSTALLING

<br>OR USING THE LICENSED SOFTWARE.  BY (A) DOWNLOADING,
INSTALLING OR

<br>USING THE LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR
OTHER FEE

<br>TO ALTERA; OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR,
YOU

<br>INDICATE YOUR ACCEPTANCE OF THIS SDK FOR OPEN CL AGREEMENT
OR THE

<br>AGREEMENT BETWEEN YOU AND THE AUTHORIZED DISTRIBUTOR FROM
WHICH YOU

<br>HAVE ACQUIRED THE LICENSE.   IN THE EVENT OF ANY
INCONSISTENCY BETWEEN

<br>THE TERMS OF THIS SDK FOR OPEN CL AGREEMENT AND YOUR
AGREEMENT WITH AN

<br>AUTHORIZED DISTRIBUTOR, THIS SDK FOR OPEN CL AGREEMENT WILL
GOVERN AND

<br>CONTROL, EXCEPT WITH REGARDS TO PAYMENT TERMS.

<br>&nbsp;

<br>IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS
SDK FOR OPEN

<br>CL AGREEMENT OR THE TERMS OF ANY THIRD PARTY LICENSES, DO
NOT

<br>DOWNLOAD, INSTALL, OR USE THE LICENSED SOFTWARE.    IF YOU
HAVE

<br>ALREADY DOWNLOADED THE LICENSED SOFTWARE, PLEASE UNINSTALL
IT AND

<br>IRREVOCABLY DESTROY IT AND ANY COPIES YOU HAVE MADE AS SOON
AS

<br>POSSIBLE.  IF YOU HAVE RECEIVED A COPY OF THE LICENSED
SOFTWARE ON A

<br>DVD OR OTHER MANNER THAN ELECTRONIC DOWNLOAD, PLEASE RETURN
THE

<br>LICENSED SOFTWARE UNUSED TO ALTERA OR THE AUTHORIZED
DISTRIBUTOR FROM

<br>WHICH YOU OBTAINED THE LICENSE PROMPTLY.

<br>&nbsp;

<br>1.  Definitions.

<br>&nbsp;

<br>&quot;Altera&quot; means Altera Corporation, a Delaware
corporation with a place

<br>of business at 101 Innovation Drive, San Jose, California
95134 U.S.A.

<br>including its affiliates and subsidiaries worldwide.

<br>&nbsp;

<br>&quot;Altera Devices&quot; means programmable logic devices,
including field

<br>programmable gate arrays (&quot;FPGAs&quot;) devices,
complex programmable logic

<br>devices (&quot;CPLDs&quot;),  SoC devices, and/or any other
semiconductor

<br>devices designed, developed or manufactured by or on behalf
of Altera.

<br>&nbsp;

<br>&quot;Authorized Distributor&quot; means a reseller, OEM,
ODM, or any

<br>distributor that is authorized by Altera to license the
Licensed

<br>Software to end users in a valid agreement entered into
between Altera

<br>and such reseller or distributor.

<br>&nbsp;

<br>&quot;Checkout License&quot; means a time-limited license
granted by Altera

<br>associated with an existing Floating License to install and
Use the

<br>Licensed Software on a single fixed standalone computer for
use by a

<br>single user.  This license shall expire after a specified
time as

<br>designated by Altera.  The total number of Checkout Licenses
that may

<br>be granted in relation to a single Floating License may not
exceed the

<br>total number of individual Seats associated with such
Floating

<br>License.

<br>&nbsp;

<br>&quot;Concurrent Users&quot; means the number of
simultaneous Users accessing

<br>the Licensed Software.  For example, a 20-use concurrent use
license

<br>would allow 20 Users to log in and use the Licensed Software
at one

<br>time, but the 21st User attempting to log in would be
blocked and

<br>unable to do so until one other User logs out.

<br>&nbsp;

<br>&quot;Confidential Information&quot; means and includes, but
is not limited to:

<br>(i) the Licensed Software (whether provided in source code
or binary

<br>form, including any modifications, derivatives, updates and
upgrades

<br>thereto) and the algorithms, concepts, techniques, methods,
and

<br>processes embodied therein; (ii) the Licensed Products and
all

<br>information and specifications associated therewith; (iii)
any

<br>business, marketing, technical, scientific or financial
information

<br>disclosed to Licensee or You by Altera or an Authorized
Distributor;

<br>or (iv)  any information which, at the time of disclosure,
is

<br>designated in writing as confidential or proprietary, or
similar

<br>designation, is disclosed in circumstances of confidence, or
would be

<br>reasonably understood by a person, exercising business
judgment, to be

<br>confidential.

<br>&nbsp;

<br>&quot;Designated Equipment&quot; means the computer system
that is owned or

<br>leased by You and operated on Your premises, and identified
by a

<br>network interface card (&quot;NIC&quot;) or host ID number
on which the Licensed

<br>Software is installed and Used, and which has the
configuration,

<br>capacity, operating system version level, and pre-requisite

<br>applications described in the Documentation as necessary for
the

<br>operation of the Licensed Software, and is designated by the
NIC/host

<br>ID in the License Key as the computer system on which the
License Key

<br>management software will be installed.

<br>&nbsp;

<br>&quot;Documentation&quot; means technical data in human or
machine readable form

<br>furnished by Altera which: (i) provides operating
instructions for

<br>using the Licensed Software, or (ii) explains the
capabilities and

<br>functions of the Licensed Software, and any full or partial
copies of

<br>any such technical data.

<br>&nbsp;

<br>&quot;Fixed with Companion License&quot; means a license to
install: the

<br>Licensed Software on a fixed standalone computer for Use by
a single

<br>User, and (ii) the Licensed Software on up to two companion
fixed

<br>standalone computers.  Under this license, only one Seat may
be used

<br>by a single User at any given time.

<br>&nbsp;

<br>&quot;Floating Node Seat&quot; is a license that allows the
Licensed Software to

<br>be: (i) installed on and accessed from any number of
computers on a

<br>network environment; (ii) Used by the permitted number of
Concurrent

<br>Users that is equal to the number of Seats licensed as
determined by

<br>the License Key; and (iii) Used for the sole purposes of
developing,

<br>programming, synthesizing, testing and verifying designs for
Altera

<br>Devices.

<br>&nbsp;

<br>&quot;Intellectual Property Rights&quot; means all (i)
patents, patent

<br>applications, patent disclosures and inventions (whether
patentable or

<br>not); (ii) trademarks, service marks, trade dress, trade
names, logos,

<br>corporate names, Internet domain names, and registrations
and

<br>applications for the registration for any of them, together
with all

<br>goodwill associated with any of them; (iii) copyrights and

<br>copyrightable works (including computer programs and mask
works) and

<br>registrations and applications for registration; (iv) trade
secrets,

<br>know-how and other Confidential Information; (v) waivable or

<br>assignable rights of publicity, waivable or assignable moral
rights;

<br>(vi) unregistered and registered design rights and any
applications

<br>for registration; (vii) database rights and all other forms
of

<br>intellectual property, such as data; and (viii) any and all
similar or

<br>equivalent rights throughout the world.

<br>&nbsp;

<br>&quot;IP Megafunctions or Components&quot; means one or more
design files,

<br>including encrypted net lists, RTL, test vectors, simulation
models

<br>(such as VHDL, Verilog HDL, Quartus simulation, Matlab,
Simulink,

<br>Verisity Specman, Synopsys Vera, etc.), and other models,
which may be

<br>provided either as unencrypted source code, or in encrypted
netlist or

<br>encrypted source code format, that are designed to implement
or

<br>support the design of at least one logic function into an
Altera logic

<br>device.  &quot;IP Megafunctions or Components&quot; includes
any modified

<br>versions, or updates thereto as may be provided by Altera,
in its sole

<br>and absolute discretion, to You under this Agreement. 
However, for

<br>purposes of this Agreement, the term &quot;IP Megafunctions
or Components&quot;

<br>does not include any software or design files for any Intel
FPGA IPs

<br>(including the Nios(R) II embedded processor) which are

<br>covered by and licensed under a separate Intel FPGA IP
Agreement.

<br>&nbsp;

<br>&quot;License Key&quot; means a FlexNet license key, license
file, license

<br>manager, dongle or other key, code or information provided
by Altera

<br>that: (i) enables a User to download, install, operate
and/or regulate

<br>User access to the Licensed Software; and (ii) describes the
version

<br>number of the Licensed Software and lists the number of
Concurrent

<br>Users authorized to Use the Licensed Software.

<br>&nbsp;

<br>&quot;License Period&quot; means the period of time Licensee
has Use of the

<br>Licensed Software as governed by the License Key.

<br>&nbsp;

<br>&quot;Licensee&quot; means an individual, corporation or
other legal entity to

<br>which Altera has issued a Seat.

<br>&nbsp;

<br>&quot;Licensed Software&quot; means the specific software
enabled via the

<br>License Key, but does not include Unlicensed Software
components,

<br>files, or portions specifically identified as not being
included,

<br>licensed or enabled via the License Key.

<br>&nbsp;

<br>&quot;Maintenance Expiration Date&quot; is set as twelve
(12) months from the

<br>latter of date of license/ license renewal and license
activation.

<br>The Maintenance Expiration date for each seat license is
noted in the

<br>license key.  Further description is provided in Paragraph
12 below.

<br>&quot;Open Source Software&quot; means any software that
requires as a condition

<br>of use, modification and/or distribution of such software
that such

<br>software or other software incorporated into, derived from
or

<br>distributed with such software: (a) be disclosed or
distributed in

<br>Source Code form; (b) be licensed for the purpose of making
derivative

<br>works; and (c) be redistributable at no charge. Open Source
Software

<br>includes, without limitation, software licensed or
distributed under

<br>any of the following licenses or distribution models, or
licenses or

<br>distribution models similar to any of the following: (i)
GNU's General

<br>Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the
Artistic

<br>License (e.g., PERL); (iii) the Mozilla Public License; (iv)
the

<br>Netscape Public License; (v) the Sun Community Source
License (SCSL);

<br>(vi) the Sun Industry Source License (SISL); and (vii) the
Common

<br>Public License (CPL). The Open Source Software components
associated

<br>with the Licensed Software and their corresponding license
terms may

<br>be found in one or more of: (A) text files associated with
the

<br>Licensed Software; (B) within the Source Code of the
Licensed

<br>Software; or (C) within the Source Code of the Open Source
Software

<br>that is provided with the Licensed Software.

<br>&nbsp;

<br>&quot;Seat&quot; means the right granted under this
Agreement by Altera or under

<br>a license agreement by an Authorized Distributor, to Use the
Licensed

<br>Software by a single User in accordance with the terms and
conditions

<br>of this Agreement or an Authorized Distributor's license
agreement.  A

<br>Seat is either a Floating Node Seat or a Fixed with
Companion License,

<br>which is enabled via a License Key.

<br>&nbsp;

<br>&quot;Support&quot; means any support or maintenance
services provided to

<br>Licensee by Altera, an Authorized Distributor, and/or
authorized

<br>Altera representatives in responding to email, telephone, or
other

<br>inquiries from You for maintenance, technical, or other
support

<br>requests in connection with the Licensed Software.

<br>&nbsp;

<br>&quot;Third Party Licenses&quot; is a separate file, header,
or release notes

<br>that contains additional terms, conditions or restrictions
imposed by

<br>Third Party Licensors.  Such Third Party Licenses will be
identified

<br>in a Third Party Licenses Document describing each Third
Party License

<br>associated with every Altera product.  A hyperlink to an
Altera

<br>database containing the text of all Third Party Licenses may
be

<br>accessed by clicking on the applicable line in the Third
Party

<br>Licenses Document.

<br>&nbsp;

<br>&quot;Third Party Licensors&quot; means and includes any
third party that

<br>licenses or provides Third Party Materials to Altera.

<br>&nbsp;

<br>&quot;Third Party Materials&quot; are materials or
components included in the

<br>download that include but are not limited

<br>to software, code portions or files owned by Third Party
Licensors,

<br>and are provided subject to Third Party Licenses.

<br>&nbsp;

<br>&quot;Unlicensed Software&quot; means any Altera computer
programs or code in

<br>any format for which Licensee does not hold an active
License Key

<br>issued by Altera, including but not limited to any non-subscribed
or

<br>disabled features.

<br>&nbsp;

<br>&quot;Use&quot; means downloading, installing and copying
all or any portion of

<br>the Licensed Software into the Designated Equipment for
processing the

<br>instructions contained in the Licensed Software, and/or
loading data

<br>into or displaying, viewing or extracting output results
from, or

<br>otherwise operating, any portion of the Licensed Software.

<br>&nbsp;

<br>&quot;User&quot; or &quot;You&quot; means each individual
identified by Licensee as a

<br>person authorized to Use the Licensed Software on behalf of
and for

<br>the benefit of Licensee.  If Licensee is an individual who
obtained a

<br>Seat for his/her individual use, Licensee and User are and
will be one

<br>and the same.

<br>&nbsp;

<br>2.  Grant of License and License Key.

<br>&nbsp;

<br>        2.1  Grant of License.  Subject to and conditioned
upon

<br>Licensee's compliance with the terms and conditions of this
Agreement,

<br>Altera hereby grants to Licensee, a personal, perpetual (but
subject

<br>to termination as otherwise described in this Agreement),
worldwide,

<br>non-exclusive, non-transferable license with no right to
sublicense,

<br>to Use under Altera's copyrights and trade secret rights in
and to the

<br>Licensed Software (and any updates or upgrades thereof for
which

<br>Licensee has paid a license fee or other applicable fee to
Altera or

<br>an Authorized Distributor) on the terms and conditions set
forth in

<br>this Agreement. Licensee may: (i) use the Licensed Software
on a

<br>single computer (or, if Licensee has purchased a Floating
Node Seat,

<br>the number of Concurrent Users for which Licensee has
obtained

<br>licenses from Altera may use the Licensed Software on
networked

<br>workstations); (ii) use the Licensed Software for the sole
purpose of

<br>creating, simulating, verifying, placing and routing, and
programming

<br>designs on Altera Devices (although if You have obtained the

<br>Licensed Software through Altera's University Program , You
are only

<br>permitted to use the Licensed Software for educational and
academic

<br>purposes, and cannot use the Licensed Software for any
commercial

<br>purposes); (iii)  make one copy of the Licensed Software in
any

<br>computer-readable or printed form for back-up or archival
purposes, or

<br>as otherwise permitted under this Agreement; and (iv) modify
the

<br>Licensed Software, provided all Intellectual Property Rights
notices

<br>(including all copyright and restricted rights notices  on
the

<br>Licensed Software) are included on any  modified, merged, or
combined

<br>portion of the Licensed Software.  Any copy of the Licensed
Software

<br>or portions thereof merged or combined into another program
will

<br>continue to be subject to the terms and conditions of this
Agreement.

<br>Licensee's end customers may use Altera Devices that have
been

<br>programmed with the Licensed Software.

<br>&nbsp;

<br>        2.2  License Key.  Altera will deliver the License
Key to

<br>Licensee after Altera's receipt of all information required
to

<br>generate the License Key, including the host identification
number for

<br>the designated equipment onto which You will install the
License Key

<br>management software.   In accordance with its distribution method,

<br>Altera may include with the Licensed Software additional
Unlicensed

<br>Software to which the License Key will not permit access. 
Inclusion

<br>of such Unlicensed Software in no way implies a license from
Altera to

<br>access or use such Unlicensed Software, and You agree not to
access or

<br>Use such Unlicensed Software, unless the License Key
specifically

<br>authorizes such access and Use.

<br>&nbsp;

<br>        2.3  Transfer of Licensed Software.  The Licensed
Software may

<br>be transferred to a third party, provided such third party
agrees in

<br>writing to accept the terms and conditions of this Agreement
and You

<br>notify Altera in writing of the identity of such third
party.   If You

<br>transfer the Licensed Software in accordance with the
foregoing, You

<br>must: (i) at the same time either transfer all copies or
portions

<br>thereof, whether in printed or in computer-readable form, to
such

<br>third party, or (ii) destroy any copies not transferred,
including all

<br>portions of the Licensed Software contained or merged into
another

<br>program, and certify the same in writing to Altera.

<br>&nbsp;

<br>        2.4  Floating Node Seat.  If Licensee has purchased
a Floating

<br>Node Seat, You may also copy the Licensed Software onto
another

<br>computer (or access it through networked workstations) for
use by

<br>another User or contractor, but only internally, with any
remote

<br>access limited solely to such Users or contractors; provided
that all

<br>Users agree to accept the terms and conditions of this
Agreement in

<br>writing.

<br>&nbsp;

<br>        2.5  IP Megafunctions or Components License.   IP

<br>Megafunctions or Components are provided to You free of
charge, in

<br>source code form, and You may modify, create derivative
works of, and

<br>freely distribute any such IP Megafunctions or Components,
and any

<br>modifications or derivative works thereof, provided that the
IP

<br>Megafunctions or Components may not be used to program any
non-Altera

<br>Devices.

<br>&nbsp;

<br>3.  Delivery of Licensed Software.  The Licensed Software
will be

<br>delivered electronically, and will be accepted upon
delivery.

<br>&nbsp;

<br>4.  Designated Equipment.  For all accepted orders, You will
provide

<br>Altera with the Designated Equipment's host identification
number,

<br>which Altera will include in the applicable License Key. 
Any time

<br>that the Designated Equipment is inoperative due to
malfunction,

<br>repair, or maintenance, You may submit a request to change
the

<br>Designated Equipment and receive a new License Key from
Altera at no

<br>additional charge.  Except for such temporary transfer, You
and/or

<br>Licensee may not transfer or install the License Key on any
other

<br>server or relocate the Designated Equipment without prior
written

<br>consent of Altera.   Whenever You receive a new License Key
in order

<br>to effect a transfer to new Designated Equipment, You will
immediately

<br>cease to use the Licensed Software under the previously
issued License

<br>Key.  You acknowledge and agree that You will not operate
more than

<br>the number of seats of the Licensed Software associated with
your

<br>License Key.

<br>&nbsp;

<br>5.   Confidential Information.   The Confidential
Information

<br>constitutes trade secrets and confidential and proprietary
information

<br>of Altera and its licensors, and You and Licensee agree not
to access

<br>or Use the Licensed Software, directly or indirectly, except
and to

<br>the extent expressly permitted under this Agreement or by
applicable

<br>law.  Altera and its licensors retain all rights in and to
the

<br>Licensed Software and Documentation, modifications,
derivatives,

<br>updates, and upgrades, and all Intellectual Property Rights
associated

<br>with any of the foregoing.  You and Licensee agree not to remove,

<br>alter or obscure any copyright, patent, or other proprietary
notices

<br>in the Licensed Software or Documentation.  No other rights
or

<br>licenses are granted by implication, estoppel or otherwise,
to

<br>Licensee, You or any third party.

<br>&nbsp;

<br>        5.1  With respect to Confidential Information, You
and

<br>Licensee agree: (a) to use at least the same degree of care
as You use

<br>with respect to Your own Confidential Information of similar

<br>importance, but in no event less than reasonable care, to
prevent any

<br>Confidential Information from being disclosed to any third
party,

<br>except as otherwise permitted by this Agreement; (b) not to
use or

<br>disclose Confidential Information for any purpose except to
the extent

<br>necessary and for the purpose of programming Altera Devices
with the

<br>Licensed Software (the &quot;Intended Purpose&quot;); and
(c) to restrict the

<br>disclosure and possession of Confidential Information solely
to those

<br>of Licensee's Users, employees and Authorized Contractors
with a need

<br>to know/need to access for the Intended Purpose, who agree
to be bound

<br>by written confidentiality agreements no less strict than
those this

<br>Agreement.  Licensee agrees to be liable to Altera for any
breaches by

<br>Licensee, its Users, employees and Authorized Contractors of
the

<br>confidentiality obligations in this Section.

<br>&nbsp;

<br>        5.2  You and Licensee will have no obligations of

<br>confidentiality with respect to any Confidential Information
to the

<br>extent that it is: (a) already in the public domain or falls
into the

<br>public domain through no breach of this Agreement (or any
other

<br>obligation to Altera) by Licensee and Authorized
Contractors; (b)

<br>already rightfully known to Licensee without any obligation
of

<br>confidentiality; (c) is rightfully obtained by Licensee from
a third

<br>party; or (d) developed independently by Licensee, its
employees or

<br>Authorized Contractors without breach of Licensee's
obligation of

<br>confidentiality under this Agreement.  With respect to a
disclosure

<br>required by order of a court or an authorized government
agency, You

<br>may disclose  Confidential Information, provided: (i) that
You give

<br>prompt written notice of any such required disclosure to
Altera; (ii)

<br>You disclose the Confidential Information only to the extent
required

<br>by such court or governmental agency; and (iii) You provide
reasonable

<br>assistance to Altera in its efforts to protect the
confidentiality of

<br>the Confidential Information required to be disclosed.

<br>&nbsp;

<br>        5.3  Notwithstanding anything in this Agreement to
the

<br>contrary, You and Licensee agree that Altera may disclose
Licensee's

<br>identity by name and address, and identify the Licensed
Software

<br>licensed to Licensee, to the extent required by its agreement
with its

<br>licensors and Authorized Distributors.

<br>&nbsp;

<br>6.   Restrictions on Use.   You and Licensee may not use,
copy,

<br>modify, distribute, or otherwise transfer the Licensed
Software or any

<br>portions thereof, or permit any remote access thereof by any
person or

<br>entity, except as expressly provided for in this Agreement. 
You shall

<br>not use the Licensed Software to program any device other
than Altera

<br>Devices.   If You or Licensee transfer possession the
Licensed

<br>Software, or any modifications or portions thereof to
another party

<br>except as expressly provided herein, this license shall
automatically

<br>terminate.  You and Licensee may not decompile, disassemble,
reverse

<br>engineer, or otherwise attempt to access the source code of
the

<br>Licensed Software or reduce it to a human readable form
(&quot;Reverse

<br>Engineer&quot;) except as otherwise permitted by applicable
law or any

<br>applicable third party software license terms accompanying
the

<br>Licensed Software.  In such

<br>case, You or Licensee may Reverse Engineer, but only after
giving

<br>written notice to Altera, and only to the extent permitted
by

<br>applicable law.  You or Licensee may not publish or disclose
the

<br>results of any benchmarking or testing of the Licensed
Software, or

<br>use such results for Licensee's own software development
activities,

<br>without the prior written permission of Altera.

<br>&nbsp;

<br>7.  No Other Licenses or Intellectual Property Rights.  The
software

<br>code licensed under the Agreement (the &quot;Licensed
Software&quot;) is

<br>protected by copyright law and international treaties.   
Other than

<br>the rights expressly granted to Licensee  in the Agreement, 
Altera

<br>and its licensors retain and own all right, title and
interest in and

<br>to the Licensed Software,  including any modifications,
derivatives

<br>and updates thereof, and all Intellectual Property Rights in
all of

<br>the foregoing.  Nothing in this Agreement shall be construed
to: (i)

<br>transfer any rights of ownership and/or interest in and to
the

<br>Documentation and Licensed Software or portions thereof, or
any

<br>derivative works of the foregoing to You, except as
specifically

<br>provided in the Agreement; or (ii) enable You to exercise
the rights

<br>granted herein with respect to the Licensed Software with:
(A)

<br>products other than Your products; or (B) using the Licensed
Software

<br>to program any non-Altera Devices.   We expressly reserve
all other

<br>rights in and to the Licensed Software, Documentation, and

<br>Intellectual Property Rights not granted to You under this
Agreement.

<br>&nbsp;

<br> You acknowledge and agree that: (i) this Agreement does not
grant You

<br>or Licensee any right to practice, or any other right at all
with

<br>respect to any patent of Altera or its licensors, and a
separate

<br>license agreement from Altera or its licensors is needed to
use or

<br>practice any patent of Altera or its licensors.  You, on
behalf of

<br>Licensee and its affiliates and subsidiaries, agree not to
contend in

<br>any context that, as a result of this SDK for OpenCL
Agreement, either

<br>Altera or its licensors have any obligation to extend, or
You,

<br>Licensee, or any other party has obtained any right to, any
license,

<br>whether express or implied, with respect to any patent of
Altera or

<br>its licensors, for any purpose whatsoever.

<br>&nbsp;

<br>8.  Third Party Licensors.  The Licensed Software may
contain or

<br>include Third Party Materials licensed or provided to Altera
by third

<br>parties (the &quot;Third Party Licensors&quot;) which may be
subject to

<br>additional terms and conditions or restrictions imposed by
such Third

<br>Party Licensors in a separate license agreement  (the
&quot;Third Party

<br>Licenses&quot;).   Such Third Party Licenses will be
identified in the

<br>Third Party Licenses document describing each such Third
Party

<br>Licenses associated with every Altera product.   A hyperlink
to an

<br>Altera webpage containing the text of all Third Party
Licenses may be

<br>accessed at http://dl.altera.com/eula.

<br>&nbsp;

<br>9.  Term and Termination.  The license is effective until
terminated

<br>by either party, or terminated in accordance with its terms,
whichever

<br>occurs first.   You may terminate it at any time by
uninstalling and

<br>irrevocably destroying the Licensed Software, including all

<br>modifications, copies,   and all portions of the foregoing,
and

<br>certifying to such destruction in a writing signed by an
officer of

<br>Licensee.  Altera may terminate the license if You or
Licensee fail to

<br>comply with any material term or condition of this
Agreement,

<br>including but not limited to Licensee's or Your breach of
the license

<br>rights granted to Licensee in this Agreement, or breach of
Licensee's

<br>obligations of confidentiality, and may also terminate the
license in

<br>accordance with the terms of the Agreement.

<br>&nbsp;

<br>10.  Limited Warranty and Remedies.

<br>&nbsp;

<br>     10.1  Limited Warranty.   For a period of ninety (90)
days from

<br>the date of Licensee's first receipt from Altera or the
Authorized

<br>Distributor, as the case may be, of the License Key  (the
&quot;Warranty

<br>Period&quot;), Altera warrants to Licensee that the Licensed
Software

<br>will perform substantially in accordance with Altera's
Documentation,

<br>if used in full compliance with the terms of this
Agreement.  This

<br>warranty is personal in nature, provided only to Licensee,

<br>and is not transferable to Licensee's end users, customers,
or to any

<br>third party.

<br>&nbsp;

<br>     10.2  Exceptions to Warranty.  During the Warranty
Period, (i)

<br>Altera (either directly or through its Authorized
Distributor) will

<br>replace any Licensed Software not meeting the foregoing

<br>warranty which is returned to Altera or the Authorized
Distributor

<br>with adequate proof of purchase; or (ii) if Altera (either
directly or

<br>through the Authorized Distributor) is unable to deliver
replacement

<br>Licensed Software that performs substantially in accordance
with

<br>Altera's Documentation, Licensee may terminate this
Agreement by

<br>either

<br>returning to Altera or irrevocably destroying the Licensed
Software,

<br>and providing the certification described in Paragraph 8
above.   Any

<br>replacement Licensed Software will be warranted for the

<br>remainder of the original Warranty Period or thirty (30)
days,

<br>whichever is longer.   The foregoing warranty extends only
to the

<br>Licensed Software in the form delivered by Altera to
Licensee, and not

<br>to any: (i) modifications not made by Altera or its
Authorized

<br>Distributor; (ii) misuse, abuse, or use of the Licensed
Software in a

<br>manner not contemplated by this Agreement; (iii) failure to
use

<br>compatible Altera Devices as set forth in the Documentation;
or (iv)

<br>Third Party Materials.

<br>&nbsp;

<br>11.  Disclaimer of Warranties.  EXCEPT AS EXPRESSLY SET
FORTH ABOVE,

<br>AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SDK FOR
OPENCL

<br>AGREEMENT, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS
OR

<br>IMPLIED, ARE MADE WITH RESPECT TO THE LICENSED SOFTWARE
AND/OR SUPPORT

<br>PROVIDED BY ALTERA, ITS LICENSORS, OR ANY AUTHORIZED
DISTRIBUTOR,

<br>INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

<br>MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND

<br>NONINFRINGEMENT.  ALTERA, ITS LICENSORS, AND AUTHORIZED
DISTRIBUTORS

<br>EXPRESSLY DISCLAIM ALL LIABILITY FOR DAMAGES, INCLUDING, BUT
NOT

<br>LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, AND CONSEQUENTIAL

<br>DAMAGES, SUCH AS EXPENSES, RECALL COSTS, BUSINESS
INTERRUPTION

<br>DAMAGES, LOSS OF OR DAMAGE TO INFORMATION, LOSS OF GOODWILL,
LOST

<br>PROFITS, LOST SAVINGS, OTHER DAMAGES ARISING OUT OF THE USE
OF OR

<br>INABILITY TO USE THE LICENSED SOFTWARE; THAT THE FUNCTIONS
CONTAINED

<br>IN THE LICENSED SOFTWARE WILL MEET LICENSEE REQUIREMENTS; OR
THAT THE

<br>OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-

<br>FREE.   LICENSEE ALSO ASSUMES RESPONSIBILITY FOR THE
SELECTION OF THE

<br>LICENSED SOFTWARE TO ACHIEVE ITS INTENDED RESULTS AND FOR
THE

<br>INSTALLATION, USE, AND RESULTS OBTAINED FROM THE LICENSED
SOFTWARE.

<br>YOUR'S AND LICENSEE'S SOLE REMEDIES AND ALTERA'S, ITS
LICENSORS' AND

<br>AUTHORIZED DISTRIBUTORS' ENTIRE LIABILITY ARE AS SET FORTH
ABOVE.

<br>Some jurisdictions do not permit the exclusion of implied
warranties,

<br>so the above exclusion may not apply to You or Licensee, but
shall be

<br>interpreted to apply to the maximum extent permissible under

<br>applicable law.

<br>&nbsp;

<br>12.  Support Services.  After expiration of the Warranty Period,
upon

<br>payment of the applicable support fee  Altera or its
Authorized

<br>Distributor, as the case may be, Altera or the Authorized
Distributor

<br>shall: (i) be obligated to provide Support for the Licensed
Software

<br>(including bug fixes, error corrections and any other
updates) made

<br>generally available by Altera to licensees that purchase
support and

<br>maintenance for a period of 12 months from the date of the
license

<br>purchase or renewal, or the date of the license activation,
whichever

<br>is later; and (ii) use commercially reasonable efforts to
respond by

<br>telephone or email to Your inquiries for support for the
Licensed

<br>Software.  Any information collected by Altera or the
Authorized

<br>Distributor arising from or relating to Your requests for
Support,

<br>including but not limited to design files compiled using the
Licensed

<br>Software provided by You or Licensee for purposes of design

<br>assistance, enhancement, and troubleshooting, may be used
internally

<br>by Altera for the purpose of improving future versions of
the Licensed

<br>Software and developing future products.  Any such
information will

<br>not be disclosed by Altera to any third parties other than
its

<br>subsidiaries, its Authorized Distributors, its authorized
sales

<br>representatives, and to You.

<br>&nbsp;

<br>13.  Limitation of Liability.  Under no circumstances shall
Altera,

<br>its licensors, or an Authorized Distributor be liable to
You, Licensee

<br>or to any third party in an amount greater than One Thousand
Dollars

<br>($1,000.00) or the subscription fee paid by Licensee to
Altera or the

<br>Authorized Distributor for the Licensed Software covered by
this SDK

<br>for OpenCL Agreement.  You or Licensee may not sublicense,
assign, or

<br>transfer the license rights granted herein, or disclose any
trade

<br>secrets associated with the Licensed Software, except as
expressly

<br>provided in this SDK for OpenCL Agreement.  Any attempt  to

<br>sublicense, assign, or transfer any of the rights, duties,
or

<br>obligations hereunder is void and shall automatically
terminate any

<br>licenses and rights granted under this SDK for OpenCL
Agreement.

<br>&nbsp;

<br>14.  Choice of Law/Venue.  This Agreement will in all
respects be

<br>governed by, and construed and interpreted under, the

<br>laws of the United States of America and the State of
Delaware,

<br>without reference to conflict of laws principles.   The
parties agree

<br>that the United Nations Convention on Contracts for the
International

<br>Sale of Goods (1980) is specifically excluded from and will
not apply

<br>to this Agreement. All disputes arising out of or related to
this

<br>Agreement will be subject to the exclusive jurisdiction of
the courts

<br>of the State of Delaware or of the Federal courts sitting in
that

<br>State. Each party submits to the personal jurisdiction of
those courts

<br>and waives all objections to that jurisdiction and venue for
those

<br>disputes.

<br>&nbsp;

<br>15.  Export Control. You shall not export, directly or
indirectly, any

<br>Confidential

<br>Information, the Licensed Software, or any any product,
service or

<br>technical data or system incorporating the Licensed Software

<br>without first obtaining any required license or other
approval from

<br>the U.S. Department of Commerce or any other agency or
department of

<br>the U.S. government. In the event of export from the United
States or

<br>re-export from a foreign destination, You will ensure that
the

<br>distribution and export or import of the product is in
compliance with

<br>all laws, regulations, orders, or other restrictions of the
U.S.

<br>Export Administration Regulations and the appropriate
foreign

<br>government.

<br>&nbsp;

<br>16.  U.S. Government Restricted Rights.   You and Licensee
acknowledge

<br>and agree that all software and software-related items
licensed to

<br>Licensee by Altera pursuant to this Agreement are
&quot;Commercial Computer

<br>Software&quot;  or &quot;Commercial Computer Software
Documentation&quot; as defined

<br>in FAR 12.212 for civilian agencies and  DFARS 227-7202 for
military

<br>agencies (as amended) and in the event You are permitted
under this

<br>SDK for OpenCL Agreement to provide such items to the U.S.
government,

<br>such items shall be provided under terms that are at least
as

<br>restrictive as the provisions of this SDK for OpenCL
Agreement.   The

<br>Contractor/manufacturer is Altera Corporation, 101
Innovation Drive,

<br>San Jose, CA 95134 and its licensors.

<br>&nbsp;

<br>17.  Assignment.   Licensee may not assign or transfer any
rights and

<br>obligations under this Agreement without Altera's prior
written

<br>consent, and any attempt to do so will be null and void. 
This

<br>prohibition against assignment (whether effected voluntarily
or by

<br>operation of law) shall apply even in the event of merger,

<br>reorganization, or when a third party purchases all or
substantially

<br>all of Licensee's assets.  Subject to the foregoing, this
Agreement

<br>will be binding upon and will inure to the benefit of the
parties'

<br>respective permitted successors and assigns.

<br>&nbsp;

<br>&nbsp;

<br>&nbsp;

<br>18.  Access to Information on the ALTERA Cloud Site.  If
enabled, all

<br>users have the ability to view the compile data transmitted
by logging

<br>into the https://cloud.altera.com ALTERA cloud site with the
same user

<br>account specified when enabling the Quartus Prime
notifications

<br>feature.

<br>From this site, any users can browse the compile status
data, or

<br>delete/purge results as they wish.

<br>&nbsp;

<br>19. OPEN SOURCE STATEMENT. The Licensed Software may include
Open

<br>Source Software that is licensed pursuant to the applicable
Open

<br>Source Software license agreement(s) identified in the Open
Source

<br>Software comments in the applicable source code file(s)
and/or file

<br>header(s) provided with or otherwise associated with the
Licensed

<br>Software. Additional detail may be provided (where
applicable) in the

<br>accompanying on-line documentation, or within the user
interface of

<br>the device, if any. With respect to Open Source Software,
nothing in

<br>this SDK for OpenCL Agreement limits any rights under, or
grants

<br>rights that supersede, the terms of any applicable Open
Source

<br>Software license agreement. Neither Licensee nor any OEM,
ODM,

<br>customer, or distributor, will subject the Licensed Software
or

<br>associated Documentation, in whole or in part, to any
license

<br>obligations associated with Open Source Software including
combining

<br>or distributing the Licensed Software and/or Documentation
with Open

<br>Source Software in a manner that subjects Intel or any
portion of the

<br>Licensed Software to any license obligations of such Open
Source

<br>Software.

<br>&nbsp;

<br>20.  General Terms.  This SDK for OpenCL Agreement is
entered into for

<br>the benefit of Altera, its licensors and Authorized
Distributors, and

<br>all rights granted to Licensee, and all obligations owed to
Altera,

<br>its licensors and Authorized Distributors shall be
enforceable by

<br>Altera, its licensors and its Authorized Distributors.  No

<br>modification of this SDK for OpenCL Agreement will be
binding unless

<br>in writing and signed by authorized representatives of each
party.  If

<br>any of the provisions of this SDK for OpenCL Agreement are
found to be

<br>in violation of applicable law, void, or unenforceable, then
such

<br>provisions shall be deemed to be deleted from the SDK for
OpenCL

<br>Agreement, but the remaining provisions of the SDK for
OpenCL

<br>Agreement shall remain in full force and effect.  If You
have any

<br>questions concerning this SDK for OpenCL Agreement,
including

<br>questions relating to software maintenance or warranty
service, please

<br>contact Altera Corporation, 101 Innovation Drive, San Jose,
CA 95134.

<br>&nbsp;

<br>By downloading, installing, copying or using the Licensed
Software, or

<br>by paying a subscription or other applicable fee, You
acknowledge that

<br>You have read this SDK for OpenCL Agreement, understand it,
and agree

<br>to be bound by its terms and conditions.   You further agree
that the

<br>SDK for OpenCL Agreement is the complete and entire
agreement of the

<br>parties with respect to the subject matter hereof.  No
statements,

<br>promises or representations have been made by one party to
the other,

<br>or are relied upon by either party when entering into this
SDK for

<br>OpenCL Agreement.  All prior and contemporaneous discussions
and

<br>negotiations, whether verbal or written, are merged into and

<br>superseded by the SDK for OpenCL Agreement.   No entity or
person not

<br>a party hereto shall have any interest under this SDK for
OpenCL

<br>Agreement, or be deemed to be a third party beneficiary of
the SDK for

<br>OpenCL Agreement.   If the Agreement terminates for any
reason, all

<br>definitions in this Agreement and the rights, obligations,
and

<br>restrictions under Paragraphs 1 (Definitions); 5
(Confidential

<br>Information; 6 (Restrictions on Use); 7 (No Other Licenses
or

<br>Intellectual Property Rights); 8 (Third Party Licensors); 10
(Limited

<br>Warranty and Remedies); 11 (Disclaimer of Warranties); 13
(Limitation

<br>of Liability); 14 (Choice of Law/Venue); 15 (Export
Control); 16 (U.S.

<br>Government Restricted Rights); 17 (Assignment); and 20
(General Terms)

<br>shall survive termination of this Agreement.

<br>&nbsp;

<br>&nbsp;

<br>[END OF ALTERA(R) SDK for OPENCL(TM) VERSION 17.1 LICENSE

<br>TERMS AND CONDITIONS]

<br>&nbsp;

<br>===================================================================

<br>&nbsp;

<br>THIRD-PARTY LICENSES

<br>&nbsp;

<br>NOTE: The following third-party licenses and notices
represent each

<br>third-party contributor's use requirements for Your usage of
any third-

<br>party software incorporated into or provided in conjunction
with the

<br>Intel FPGA product(s) licensed under the Intel FPGA Software
License Agreement

<br>(&quot;Agreement&quot;).  The provisions contained in each
such license apply

<br>only to the respective Third-Party Components (as such term
is defined

<br>in the Agreement) and not to any Intel FPGA products
licensed to You.

<br>&nbsp;

<br>Intel FPGA SDK for OpenCL Pro Edition THIRD-PARTY LICENSES

<br>------------------------------------------------------------------

<br>1. Ace 1.1.3 (3 Clause BSD License)

<br>2. Ace 1.1.3 (3 Clause BSD License)

<br>3. Algorithmic C Datatypes 3.7 (Apache2 License)

<br>4. autoconf LLVM 3.0 (LLVM and MIT/X Consortium License)

<br>5. boost 1.52.0 (MIT-style License)

<br>6. Bootstrap 3.2.0 (MIT License)

<br>7. buddy 2.4 (BSD-style License)

<br>8. CellSPU LLVM 3.0 (University of Illinois/NCSA Open Source
License)

<br>9. D3 3.4 (3 Clause BSD License)

<br>10. dagre-d3 0.4.10 (MIT License)

<br>11. Fancytree 2.19.0 (MIT License)

<br>12. googltest 1.6.0 from LLVM 3.0 (BSD 3 Clause License)

<br>13. icd 2.0 (Khronos open source (MIT derivative))

<br>14. jQuery 2.1.1.min (MIT License)

<br>15. Libelf 0.8.13 (GNU LIBRARY GPL v. 2 License)

<br>16. libzmq 2.2.0 (GNU LGPL v. 3 License)

<br>17. LLVM 3.0 (University of Illinois/NCSA Open Source
License)

<br>18. OpenBSDRegex LLVM 3.0 (3 Clause BSD License)

<br>19. opencl_headers 1.1 (Khronos open source (MIT
derivative))

<br>20. opencl_headers 2.0 (Khronos open source (MIT
derivative))

<br>21. Perl 5.8.8 (GPL v. 1.0 or the Artistic License)

<br>22. TinyXml 2.0.2 (zlib License)

<br>23. valgrind 3.8.1 (GNU Free Documentation License v. 1.2)

<br>24. Xerces 2.6 (Apache v. 2.0 license)

<br>25. zlib 1.2.11 (any purpose, including commercial
applications (see license text))