PLEASE READ THE TERMS AND CONDITIONS BELOW CAREFULLY. BY CLICKING ON "I AGREE", BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW.

1. License Grant. Subject to the terms and conditions of this Agreement, AMCC hereby grants to you a non-transferable, non-exclusive, limited license to: (i) download, reproduce, use, and create derivative works of the schematics and layouts provided with this Agreement (the "Licensed Materials") solely to design and develop any product based on AMCC's PowerPC microprocessors ("Your Product"); and (ii) distribute the Licensed Materials to customers of Your Product.
2. Restrictions. Except as permitted hereunder, you will not: (i) modify, adapt, alter, translate, or create derivative works from the Licensed Materials; (ii) merge the Licensed Materials with other materials; (iii) sublicense, lease, rent, loan, or otherwise transfer the Licensed Materials to any third party; or (iv) otherwise use or copy the Licensed Materials. You will not knowingly use or integrate the Licensed Materials or derivative works based thereon or distribute to others for use, or otherwise permit, others to use the Licensed Materials or derivative works based thereon, in any application where failure of the Licensed Materials or derivative works based thereon could reasonably lead to death, bodily injury, or catastrophic property damage.
3. IP Ownership. The Licensed Materials and all intellectual property rights therein are the exclusive property of AMCC and its licensor. No ownership interest in or title to the Licensed Materials is transferred to you hereunder. The Licensed Materials is licensed, not sold, to you for use only under the terms of this Agreement. Except as provided in Section 1, nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license under any of AMCC's existing or future intellectual property rights. You may not remove any copyright notices and/or other notice of proprietary rights provided with the Licensed Materials.
4. Distribution. Before distributing the Licensed Materials to your customers, you must enter into binding, written agreements with such customers ("Sublicense Agreements") that contain terms no less restrictive than those provided herein and you must disclaim all warranties and liabilities on behalf of AMCC and its licensor.
5. Warranty Disclaimer. THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OR INDEMNITY OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
6. Indemnification. You will indemnify, defend and hold harmless AMCC, its licensor, and their successors, affiliates, directors, agents, officers, and employees, with respect to any claims, liabilities, losses, damages, costs, and expenses (including attorneys' fees, expert witness fees, and court costs) directly or indirectly arising from Your Product or your use of the Licensed Materials in violation of this Agreement.
7. Limitation of Liability. IN NO EVENT SHALL AMCC OR ITS LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT OR TORT ARISING OUT OF THIS AGREEMENT OR RELATED TO THE LICENSED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED MATERIALS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, FOR AMCC OR ITS LICENSOR, WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500).
8. Term and Termination. This Agreement continues in perpetuity until terminated as provided herein. AMCC may terminate this Agreement: (i) upon thirty (30) days prior written notice, if you materially breach any term of this Agreement and fail to cure such breach during this period; or (ii) immediately upon notice, if AMCC has a reasonable basis to believe the Licensed Materials infringes an intellectual property right of any third party. Upon termination of this Agreement, all licenses granted hereunder shall terminate and you will immediately discontinue all use of the Licensed Materials.
9. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to conflicts of law principles that would require the application of the laws of any other state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Southern District of California or in a state court in San Diego County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
10. Notice. All notices required by this Agreement must be in writing and will be effective: (i) upon personal delivery; (ii) 24 hours after sending by air courier or electronic means; or (iii) 72 hours after deposit in the U.S. mail certified mail, return receipt requested. All notices to AMCC should be sent to the address below or another address designated by AMCC: 
    
    Applied Micro Circuits Corporation
    215 Moffett Park Drive
    Sunnyvale, CA 94089
    Attention: General Counsel
     
11. General. You acknowledge that any actual or threatened breach of Section1 will constitute immediate, irreparable harm to AMCC for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. You may not assign or transfer any of the rights or obligations under this Agreement to any third party without the prior written consent of AMCC. AMCC may freely assign this Agreement. Any attempted transfer in violation of the foregoing will be null and void. If any provision of this Agreement is unenforceable, such provision will be changed an interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. You will not export or re-export the Licensed Materials in violation of the U.S. Export Administration regulations or other applicable laws and regulations. You will defend, indemnify, and hold harmless AMCC from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by AMCC as a result of any violation of such laws and regulations by you or any of your agents or employees. The Licensed Materials is a "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer Licensed Materials" and "commercial computer Licensed Materials documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Licensed Materials with only those rights set forth therein. All waivers must be in writing. A party's failure to exercise any of its rights under this Agreement shall not constitute a waiver or forfeiture of any such rights nor of any other rights. This Agreement represents the entire agreement between you and AMCC as to the matters set forth herein and integrates all prior discussions and understanding between us. Any additional or inconsistent terms provided in any purchase order will not have any legally binding effect. This Agreement may be modified only by a binding written instrument entered into by you and AMCC.

PLEASE READ THE TERMS AND CONDITIONS BELOW CAREFULLY. BY CLICKING ON "I AGREE", BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW.

1. License Grant. Subject to the terms and conditions of this Agreement, AMCC hereby grants to you a non-transferable, non-exclusive, limited license to: (i) download, reproduce, use, and create derivative works of the schematics and layouts provided with this Agreement (the "Licensed Materials") solely to design and develop any product based on AMCC's PowerPC microprocessors ("Your Product"); and (ii) distribute the Licensed Materials to customers of Your Product.
2. Restrictions. Except as permitted hereunder, you will not: (i) modify, adapt, alter, translate, or create derivative works from the Licensed Materials; (ii) merge the Licensed Materials with other materials; (iii) sublicense, lease, rent, loan, or otherwise transfer the Licensed Materials to any third party; or (iv) otherwise use or copy the Licensed Materials. You will not knowingly use or integrate the Licensed Materials or derivative works based thereon or distribute to others for use, or otherwise permit, others to use the Licensed Materials or derivative works based thereon, in any application where failure of the Licensed Materials or derivative works based thereon could reasonably lead to death, bodily injury, or catastrophic property damage.
3. IP Ownership. The Licensed Materials and all intellectual property rights therein are the exclusive property of AMCC and its licensor. No ownership interest in or title to the Licensed Materials is transferred to you hereunder. The Licensed Materials is licensed, not sold, to you for use only under the terms of this Agreement. Except as provided in Section 1, nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license under any of AMCC's existing or future intellectual property rights. You may not remove any copyright notices and/or other notice of proprietary rights provided with the Licensed Materials.
4. Distribution. Before distributing the Licensed Materials to your customers, you must enter into binding, written agreements with such customers ("Sublicense Agreements") that contain terms no less restrictive than those provided herein and you must disclaim all warranties and liabilities on behalf of AMCC and its licensor.
5. Warranty Disclaimer. THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OR INDEMNITY OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
6. Indemnification. You will indemnify, defend and hold harmless AMCC, its licensor, and their successors, affiliates, directors, agents, officers, and employees, with respect to any claims, liabilities, losses, damages, costs, and expenses (including attorneys' fees, expert witness fees, and court costs) directly or indirectly arising from Your Product or your use of the Licensed Materials in violation of this Agreement.
7. Limitation of Liability. IN NO EVENT SHALL AMCC OR ITS LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT OR TORT ARISING OUT OF THIS AGREEMENT OR RELATED TO THE LICENSED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED MATERIALS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, FOR AMCC OR ITS LICENSOR, WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500).
8. Term and Termination. This Agreement continues in perpetuity until terminated as provided herein. AMCC may terminate this Agreement: (i) upon thirty (30) days prior written notice, if you materially breach any term of this Agreement and fail to cure such breach during this period; or (ii) immediately upon notice, if AMCC has a reasonable basis to believe the Licensed Materials infringes an intellectual property right of any third party. Upon termination of this Agreement, all licenses granted hereunder shall terminate and you will immediately discontinue all use of the Licensed Materials.
9. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to conflicts of law principles that would require the application of the laws of any other state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Southern District of California or in a state court in San Diego County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
10. Notice. All notices required by this Agreement must be in writing and will be effective: (i) upon personal delivery; (ii) 24 hours after sending by air courier or electronic means; or (iii) 72 hours after deposit in the U.S. mail certified mail, return receipt requested. All notices to AMCC should be sent to the address below or another address designated by AMCC: 
    
    Applied Micro Circuits Corporation
    215 Moffett Park Drive
    Sunnyvale, CA 94089
    Attention: General Counsel
     
11. General. You acknowledge that any actual or threatened breach of Section1 will constitute immediate, irreparable harm to AMCC for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. You may not assign or transfer any of the rights or obligations under this Agreement to any third party without the prior written consent of AMCC. AMCC may freely assign this Agreement. Any attempted transfer in violation of the foregoing will be null and void. If any provision of this Agreement is unenforceable, such provision will be changed an interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. You will not export or re-export the Licensed Materials in violation of the U.S. Export Administration regulations or other applicable laws and regulations. You will defend, indemnify, and hold harmless AMCC from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by AMCC as a result of any violation of such laws and regulations by you or any of your agents or employees. The Licensed Materials is a "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer Licensed Materials" and "commercial computer Licensed Materials documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Licensed Materials with only those rights set forth therein. All waivers must be in writing. A party's failure to exercise any of its rights under this Agreement shall not constitute a waiver or forfeiture of any such rights nor of any other rights. This Agreement represents the entire agreement between you and AMCC as to the matters set forth herein and integrates all prior discussions and understanding between us. Any additional or inconsistent terms provided in any purchase order will not have any legally binding effect. This Agreement may be modified only by a binding written instrument entered into by you and AMCC.

The accompanying program is free software provided under the terms of the GNU General Public License as published by the Free Software Foundation available on http://www.gnu.org/licenses/gpl.txt. 

The accompanying program is provided "as is" without warranties or conditions of any kind, either express or implied including, without limitation, any warranties or conditions of title, non-infringement, merchantability or fitness for a particular purpose.                 

The accompanying program is free software provided under the terms of the GNU General Public License as published by the Free Software Foundation available on http://www.gnu.org/licenses/gpl.txt. 

The accompanying program is provided "as is" without warranties or conditions of any kind, either express or implied including, without limitation, any warranties or conditions of title, non-infringement, merchantability or fitness for a particular purpose.                 

The accompanying program is free software provided under the terms of the GNU General Public License as published by the Free Software Foundation available on http://www.gnu.org/licenses/gpl.txt. 

The accompanying program is provided "as is" without warranties or conditions of any kind, either express or implied including, without limitation, any warranties or conditions of title, non-infringement, merchantability or fitness for a particular purpose.                 

PLEASE READ THE TERMS AND CONDITIONS BELOW CAREFULLY. BY CLICKING ON "I AGREE", BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW.

1. License Grant. Subject to the terms and conditions of this Agreement, AMCC hereby grants to you a non-transferable, non-exclusive, limited license to: (i) download, reproduce, use, and create derivative works of the schematics and layouts provided with this Agreement (the "Licensed Materials") solely to design and develop any product based on AMCC's PowerPC microprocessors ("Your Product"); and (ii) distribute the Licensed Materials to customers of Your Product.
2. Restrictions. Except as permitted hereunder, you will not: (i) modify, adapt, alter, translate, or create derivative works from the Licensed Materials; (ii) merge the Licensed Materials with other materials; (iii) sublicense, lease, rent, loan, or otherwise transfer the Licensed Materials to any third party; or (iv) otherwise use or copy the Licensed Materials. You will not knowingly use or integrate the Licensed Materials or derivative works based thereon or distribute to others for use, or otherwise permit, others to use the Licensed Materials or derivative works based thereon, in any application where failure of the Licensed Materials or derivative works based thereon could reasonably lead to death, bodily injury, or catastrophic property damage.
3. IP Ownership. The Licensed Materials and all intellectual property rights therein are the exclusive property of AMCC and its licensor. No ownership interest in or title to the Licensed Materials is transferred to you hereunder. The Licensed Materials is licensed, not sold, to you for use only under the terms of this Agreement. Except as provided in Section 1, nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license under any of AMCC's existing or future intellectual property rights. You may not remove any copyright notices and/or other notice of proprietary rights provided with the Licensed Materials.
4. Distribution. Before distributing the Licensed Materials to your customers, you must enter into binding, written agreements with such customers ("Sublicense Agreements") that contain terms no less restrictive than those provided herein and you must disclaim all warranties and liabilities on behalf of AMCC and its licensor.
5. Warranty Disclaimer. THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OR INDEMNITY OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
6. Indemnification. You will indemnify, defend and hold harmless AMCC, its licensor, and their successors, affiliates, directors, agents, officers, and employees, with respect to any claims, liabilities, losses, damages, costs, and expenses (including attorneys' fees, expert witness fees, and court costs) directly or indirectly arising from Your Product or your use of the Licensed Materials in violation of this Agreement.
7. Limitation of Liability. IN NO EVENT SHALL AMCC OR ITS LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT OR TORT ARISING OUT OF THIS AGREEMENT OR RELATED TO THE LICENSED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED MATERIALS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, FOR AMCC OR ITS LICENSOR, WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500).
8. Term and Termination. This Agreement continues in perpetuity until terminated as provided herein. AMCC may terminate this Agreement: (i) upon thirty (30) days prior written notice, if you materially breach any term of this Agreement and fail to cure such breach during this period; or (ii) immediately upon notice, if AMCC has a reasonable basis to believe the Licensed Materials infringes an intellectual property right of any third party. Upon termination of this Agreement, all licenses granted hereunder shall terminate and you will immediately discontinue all use of the Licensed Materials.
9. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to conflicts of law principles that would require the application of the laws of any other state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Southern District of California or in a state court in San Diego County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
10. Notice. All notices required by this Agreement must be in writing and will be effective: (i) upon personal delivery; (ii) 24 hours after sending by air courier or electronic means; or (iii) 72 hours after deposit in the U.S. mail certified mail, return receipt requested. All notices to AMCC should be sent to the address below or another address designated by AMCC: 
    
    Applied Micro Circuits Corporation
    215 Moffett Park Drive
    Sunnyvale, CA 94089
    Attention: General Counsel
     
11. General. You acknowledge that any actual or threatened breach of Section1 will constitute immediate, irreparable harm to AMCC for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. You may not assign or transfer any of the rights or obligations under this Agreement to any third party without the prior written consent of AMCC. AMCC may freely assign this Agreement. Any attempted transfer in violation of the foregoing will be null and void. If any provision of this Agreement is unenforceable, such provision will be changed an interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. You will not export or re-export the Licensed Materials in violation of the U.S. Export Administration regulations or other applicable laws and regulations. You will defend, indemnify, and hold harmless AMCC from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by AMCC as a result of any violation of such laws and regulations by you or any of your agents or employees. The Licensed Materials is a "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer Licensed Materials" and "commercial computer Licensed Materials documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Licensed Materials with only those rights set forth therein. All waivers must be in writing. A party's failure to exercise any of its rights under this Agreement shall not constitute a waiver or forfeiture of any such rights nor of any other rights. This Agreement represents the entire agreement between you and AMCC as to the matters set forth herein and integrates all prior discussions and understanding between us. Any additional or inconsistent terms provided in any purchase order will not have any legally binding effect. This Agreement may be modified only by a binding written instrument entered into by you and AMCC.