LICENSED SOFTWARE ENCLOSED: The Software enclosed in this envelope (the "Software") is licensed by MUSIC Semiconductors¨, Inc. If you use the Software, you will automatically be accepting the terms of this License Agreement. If you have received the Software and do not agree to the terms of this License Agreement, please remove all copies from your disk(s) and return the Software unused to: MUSIC Semiconductors, Inc., 121 Union Ave, Suite 2, Middlesex, NJ 08846. NOTICE: OPENING THE ENVELOPE IN WHICH THIS SOFTWARE WAS SHIPPED CONSTITUTED YOUR ACCEPTANCE OF THE LICENSE AGREEMENT PRINTED BELOW, AND ACKNOWLEDGED THAT YOU HAVE READ THAT AGREEMENT AND UNDERSTAND IT. THE LICENSE AGREEMENT ON THE ENVELOPE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSE AGREEMENT AND SUPERSEDES ANY ORAL OR WRITTEN REPRESENTATIONS OR COMMUNICATIONS RELATING TO THE SOFTWARE. THIS COPY IS PROVIDED AS A REMINDER OF YOUR OBLIGATIONS UNDER THAT LICENSE. LICENSE AGREEMENT 1. THE SOFTWARE. The Software to which this license applies (the "Software"), is MUSIC Device Models, including VHDL, Verilog, and/or VMC/SWIFT Models. 2. OWNERSHIP. MUSIC Semiconductors¨, Inc. ("MUSIC") is the owner of the Software and all copyrights in the Software. The Software is protected by title 17 of the United States Code (the Copyright Act), and you must honor all rights established by the Copyright Act with respect to the Software. The Software embodies substantial creative efforts and confidential information, ideas, and structure, which have not been revealed to the public. 3. USE OF SOFTWARE. You may use the Software on a single computer, and may move the Software to a different computer. You may copy the Software for support and backup purposes. Nevertheless, you may not: (a.) use or install the Software on more than one computer at a time, (b.) make any copies of the manual materials concerning the Software, (c.) modify, decompile, disassemble, reverse engineer, nor create derivative works from the Software nor merge it into any other program, nor (d.) allow any person, including employees, to do any of these things. 4. NO ASSIGNMENT. You may not transfer, lease, assign, nor sublicense this license or the Software without the prior written consent of MUSIC. 5. REVISIONS. From time to time MUSIC may issue revisions of the Software. You will have the right to purchase such revisions only if you are a registered user of the Software at the time such revisions are issued. If you receive a revision, you agree to replace the Software with the revised version and acknowledge that the update will be governed by the terms of this License Agreement. 6. WARRANTY. MUSIC warrants to you that the Software, if properly installed and operated on a computer for which it is designed, will perform substantially in accordance with the specifications set forth in the manual provided with the Software. 6.1 Warranty Obligations. During the warranty period, MUSIC will repair or replace, at its sole option, without charge to you, any portion of the Software which does not meet the requirements of this warranty. To obtain service, you must notify MUSIC by calling (732) 469-1886 or by sending written notice to MUSIC Semiconductors, Inc., 121 Union Ave, Suite 2, Middlesex, NJ 08846. Any correspondence requesting warranty service must include your license number and proof of purchase. At its option, MUSIC may refund the purchase price for the Software instead of repairing or replacing the Software. 6.2 Warranty Period. The warranty period shall commence on the date the Software is purchased and continue for 60 days thereafter. All requests for warranty service must be received by MUSIC during the warranty period. 6.3 Your Responsibilities. All warranties of the Software are contingent on proper use of the Software by you and do not cover damage due to accident, unusual physical, electrical, or electromechanical stress, neglect, misuse, failure of electric power, environmental condition, transportation, operation with operating systems, media, other software, or hardware not approved by MUSIC, or tampering with or altering of the Software. In addition, you assume responsibility for the selection of the Software to achieve your intended results and for the installation, use, and results obtained from the Software. 6.4 Limits of Liability. The remedies described in this Section 6 are exclusive of any other remedies which you might otherwise claim. MUSIC SHALL NOT BE LIABLE FOR LOSS OF DATA, LOSS OF PROFITS, LOST SAVINGS, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHER LEGAL THEORY EVEN IF THE COMPANY OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBLIITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE IS LICENSED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the exclusion or limitation of liability contained herein, so the above limitations or exclusions may not apply to you. 7. DEFAULT AND REMEDIES. If you or any of your employees or agents violates or attempts to violate any provision of this Agreement or any copyright laws with respect to the Software, the license of the Software to you shall automatically terminate. Furthermore, MUSIC shall be entitled to all legal and equitable remedies including an injunction of any actions prohibited hereby, specific performance of your obligations hereunder, remedies set forth in 17 U.S.C. 501, et seq., and recovery of the costs of enforcing this Agreement including attorney's fees, expert witness fees and costs. If any provision hereof is deemed to be unenforceable, then the remainder of this Agreement shall not be affected, and shall be enforced as if the unenforceable provision were not included herein. This license agreement will be governed by the laws of Colorado except as to matter preempted by United States law. In the event of any dispute involving this license, you agree to exclusive jurisdiction and venue in either state or federal courts in Colorado and agree that the prevailing party shall be entitled to its attorney fees and costs.