PLEASE READ THE TERMS AND CONDITIONS BELOW CAREFULLY.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS BELOW, YOU MUST RETURN THE SOFTWARE. YOUR USE OF THE SOFTWARE WILL CONSTITUTE AN ACKNOWLEDGEMENT OF YOUR ACCEPTANCE OF 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) use the object code version of the software provided with this Agreement (the "Software") solely to develop products that use and include AMCC's PowerPC microprocessors or ("AMCC Processors"); and (ii) reproduce and distribute the Software to your customers solely for use with AMCC Processors.
2. Restrictions. You acknowlege that the Software and its structure, organization, and source code contain valuable trade secrets of AMCC.  Accordingly, except as permitted hereunder, you will not: (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) merge the Software with other software; (c) sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (e) otherwise use or copy the Software.  You will not knowingly use or integrate the Software or derivative works based thereon or distribute to others for use, or otherwise permit, others to use the Software or derivative works based thereon, in any application where failure of the Software or derivative works based thereon could reasonably lead to death, bodily injury, or catastrophic property damage.
3. IP Ownership. The Software, all modifications or enhancements thereto, and all intellectual property rights therein are the exclusive property of AMCC and its suppliers.  No ownership interest in or title to the Software is transferred to you hereunder.  The Software 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 Software.
4. Distribution. Before distributing the Software to your customers, you must enter into binding, written agreements with such customers ("Sublicense Agreements") that contain terms no less restrictive than those provided in Exhibit A.  You must enforce each Sublicense Agreement with at least the same degree of diligence that you use to enforce similar agreements for your own products that you distribute, but in no event with less than reasonable care.
5. Maintenance.  AMCC is not responsible for and has no obligation to provide any updates, training, maintenance, modifications, or support for the Software.  Nevertheless, AMCC may, in its sole discretion and from time to time, make available to you maintenance modifications or updates to the Software, which will be subject to the terms and conditions of this Agreement, unless AMCC indicates otherwise in writing.
6. Warranty Disclaimer.  THE SOFTWARE IS 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.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AMCC DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE OR HARDWARE, OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR YOUR CUSTOMERS' REQUIREMENTS.

You will not make any statements, representations or warranties concerning the Software on behalf of AMCC other than those specifically authorized in writing by AMCC.

7. Indemnification. You will indemnify, defend and hold harmless AMCC, its 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) (collectively "Claims") directly or indirectly arising from the Licensee Software, your use, reproduction, or distribution of the Software in violation of this Agreement, or any third party claims resulting from your distribution of the Software. 
8. AMCC's Limitation of Liability.  IN NO EVENT SHALL AMCC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THIS AGREEMENT OR RELATED TO THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  AMCC'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (I) AMOUNT OF LICENSE FEES RECEIVED BY AMCC FOR THE SOFTWARE, OR (II) FIVE HUNDRED DOLLARS ($500). 
9. 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 Software licensed under this Agreement infringes an intellectual property right of any third party.  Upon the termination of this Agreement, all licenses granted hereunder shall terminate and you will immediately discontinue all use of the Software.  Notwithstanding anything to the contrary contained herein, end user sublicenses to use the Software that were properly granted by you in accordance with this Agreement prior to the termination of the Agreement shall survive any such termination.
10. 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.
11. Remedies. 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.  If any action is brought to enforce this Agreement, the prevailing party will be entitled to receive its reasonable attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.
12. Assignment. 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.
13. Notice.  All notices required by this Agreement must be in writing and will be effective (a) upon personal delivery, (b) 24 hours after sending by air courier or electronic means, or (c) 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

14. General. 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 Software 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 Software is a "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software 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 Software 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.

EXHIBIT A

SUBLICENSE AGREEMENTS

The Sublicense Agreement must:

1. a. effectuate a license, not a transfer of ownership, of any intellectual property in the Software;
2. b. prohibit export or re-export by the sublicensee of the Software without any necessary export license from the United States Government, or other applicable jurisdiction;
3. c. state that the Licensee Software includes the Software provided by AMCC and that the title and ownership of the Software remains with AMCC and its licensors;
4. d. name AMCC as an intended third-party beneficiary, with the right to enforce the terms and conditions of the Sublicense Agreement directly against the sublicensee;
5. e. disclaim all express and implied warranties regarding the Software by AMCC and its licensors;
6. f. disclaim all direct, consequential, special, and indirect damages arising from or relating to the Software on behalf of AMCC and its licensors;
7. g. include an acknowlgement by the sublicensee that the license to the Software granted to the sublicensee may be terminated if (i) the sublicensee violates any provision of the Sublicense Agreement or (ii) you violate any provision of this Agreement; and
8. h. prohibit sublicensee from (a) modifying, adapting, altering, translating, or creating derivative works from the Software; (b) merging the Software with other software; (c) sublicensing, leasing, renting, loaning, or otherwise transfering the Software to any third party; or (d) reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code for the Software.

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.

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.

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.