Hardware & Software Technology Licensing

HARDWARE AND SOFTWARE TECHNOLOGY LICENSING AGREEMENT



This agreement is made as February 1, 1996 by and between Advanced Telecommunications Modules Limited whose registered office is at Mount Pleasant House, 2 Mount Pleasant, Cambridge CB3 0BL ("ATML") and its affiliate Advanced Telecommunications Modules, Inc.; and Com21, Inc. at 1991 Landings Drive, Mountain View, California USA 94043 ("Licensee")



WHEREAS:



ATML develops and markets computer communications software and hardware and Licensee wishes to license such technology on the terms of this license.



NOW IT IS AGREED:



1. INTERPRETATION



1.1 In this Agreement, save where the context otherwise requires, the

following words and phrases shall have the following meanings:



"Affiliate" any Holding or Subsidiary company of any

company and any Subsidiary or Holding

company of any such Holding company of

such company



"Agreement" this agreement together with all of its



"Designated Equipment" the equipment specified in Schedule 2 as

amended from time to time by the written

agreement of the parties



"Documentation" any documentation supplied to Licensee by

ATML from time to time during the

continuation of this Agreement and which

relates to the Licensed Technology



"Generated Technology" all software programs

generated from, or in connection with, or

by the use of, the Licensed Software and

all hardware generated from or in

connection with or by the use of the

Licensed Hardware and all modified,

enhanced, updated, revised or additional

versions and releases (including new

releases) thereof



"Intellectual Property Rights" patents, trade marks,

service marks, registered designs and

applications for any of the foregoing,

copyright, know-how confidential

information, trade or business names,

design rights and any other similar rights

protected in any country



"Licensed Hardware" the hardware specified in Part 2 of

Schedule 1, as amended from time to time



"Licensed Software" the software specified in Part I of

Schedule I as amended from time to time



"Licensed Technology" together the Licensed Hardware and the

Licensed Software





"Maintenance Services" the maintenance services to be provided by

ATML to Licensee in











accordance with Schedule 3 and clause 3



"Maintenance Services Fee" the fee for the Maintenance Services set

out in Clause 5 of this agreement and as

amended from time to time by ATML



"Object Code" the directly executable program in binary

code derived from Source Code using a

compiler or otherwise



"Price" the license fee specified in Clause 5



"Royalty" the royalty payable by Licensee to ATML in

accordance with the terms of Schedule 4

and Clause 5



"Source Code" all material necessary to enable a

programmer of reasonable skill and

experience to maintain and enhance

software, including but not limited to,

logic, logic diagrams, flow charts,

orthographic representations, algorithms,

routines, sub-routines, utilities,

modules, file structures, coding sheets,

specifications and the program



"Territory" the territory specified in Schedule 5



1.2 The headings to the clauses of this Agreement are for ease of

reference only and shall not affect the interpretation or

construction thereof.



1.3 Reference to any statute or statutory provision includes a reference

to that statute or statutory provision as from time to time amended

extended or re-enacted.



1.4 Words importing the singular number shall include the plural and vice

versa, words importing any gender shall include all other genders,

words importing persons shall include bodies corporate,

unincorporated associations and partnerships and vice versa and

references to the whole shall include the part and vice versa.



2. EXTENT OF LICENSE



2.1 ATML grants to Licensee for the term of this Agreement a

non-exclusive, non-transferable and royalty bearing license under all

applicable patents, copyrights, and trade secrets in the Territory,

to:



2.1.1 use, copy and modify the Source Code and Object Code of the

Licensed Technology and create derivative works of the

Licensed Technology for use on or in the course of the

operation of the Designated Equipment only; and



2.1.2 grant non-exclusive, non-assignable sub-licenses of the

Object Code of the Licensed Technology and the Object Code

of the Generated Technology to any third party for such

third party to use on or in the course of the operation of

the Designated Equipment; and



2.1.3 use and copy the Documentation for its own internal use;



2.1.4 sub-license the Object Code of the Licensed Technology and

the Object Code of the Generated Technology to U.S.

Government agencies PROVIDED THAT if a sub-license is

granted to any unit or agency of the United States

Government the sub-license shall contain legends in the

form or substantially similar to the following provisions:













2.1.4.1 For units of the Department of Defense:



The Licensed [Software] is commercial computer

software as defined in 48 C.F.R.211 and therefore

is provided to units of the Department of Defense

under the terms of this agreement for the

Licensed [Software]. In the alternative, if 48

C.F.R.211 is not invoked, the Licensed [Software]

is licensed as follows: Restricted rights Legend:

Use, duplication, or disclosure by the United

States Government is subject to restrictions as

set forth in subparagraph (c)(1)(ii) of the

Rights in Technical Data and Computer Software

Clause at 48 C.F.R.52.227-7013, LICENSEE's name

and address.



2.1.4.2 For civilian agencies:



Restricted Rights Legend: Use, reproduction, or

disclosure is subject to restrictions set forth

in subparagraph (a) through (d) of the Commercial

Computer Software Restricted Rights clause at 48

C.F.R.52.227-19 and the limitations set forth in

LICENSEE's standard commercial agreement for the

software. Unpublished rights reserved under the

copyright laws of the United States.



2.1.5 use, copy and modify the Licensed Technology listed in

Schedule 1, which include all related firmware software,

hardware drawings, schematics, bills of material, parts and

component specifications, manufacturing processes and

procedures, internal design drawings, and design and

manufacturing drawings. As part of the maintenance

contract, ATML will timely provide the same information

regarding updates, changes, modifications and enhancements

to this Licensed Hardware.



2.2 This License permits use of the Licensed Technology only to the

extent that such use is necessary for the purposes specified in

sub-clause 2.1 but is subject to Licensee satisfying the following

conditions:



Licensee shall:



2.2.1 include all such copyright and other proprietary rights

notices on any products incorporating any Licensed

Technology as ATML shall from time to time specify in

writing that provides sufficient notice necessary to

protect ATML's intellectual property; and



2.2.2 not, and shall contract with its sub-licensees of the

Licensed Technology or the Generated Technology that they

shall not, copy the Licensed Technology or the Generated

Technology other than in accordance with the express terms

of this Agreement; and



2.2.3 exclude liability of ATML and its Affiliates in respect of

the Licensed Technology and the Generated Technology to the

full extent legally possible in all its dealings with or

exploitation of the same and contract with its

sub-licensees; and



2.2.4 reasonably notify ATML of all geographical areas where the

Licensed Technology and/or the Generated Technology (or any

part thereof) will be licensed, or otherwise released by or

through or on behalf of it, to enable ATML to consider

local legal requirements for the protection of the

Intellectual Property Rights in the Licensed Technology, in

those jurisdictions; and



2.2.5 include in all sub-licenses and other agreements in respect

of the Licensed Technology and/or Generated Technology (or

any of them) a provision to make it clear that ATML does

not accept any liability for the supply of any upgrades or

maintenance of any kind in relation to the Licensed

Technology or the Generated Technology; and



2.2.6 where the Licensed Technology and/or the Generated

Technology is sub-licensed within the European Union the

Licensee shall include in all sub-licenses and other

agreements a clause in the











following terms:



"[Sub-licensee] shall not modify, enhance, decompile,

disassemble or reverse engineer the [Licensed

Technology/Generated Technology]. Information necessary to

achieve inter-operability of the [Licensed

Technology/Generated Technology] with other programs is

available from [Licensee],"



2.2.7 not deface, remove, obliterate or otherwise interfere with

any copyright notice of ATML on the Licensed Technology and

Documentation and all copies thereof; and



2.2.8 pay all Royalties and the Price when they fall due; and



2.2.9 notify ATML forthwith on it becoming aware of any claim or

potential claim of infringement of third party Intellectual

Property Rights by the use or dealing with the Licensed

Technology or Generated Technology in accordance with this

Agreement or the terms of any sub-license or other fights

granted pursuant to the terms of this Agreement; and



2.2.10 not settle or compromise or negotiate the settlement of any

third party claim for breach of Intellectual Property

Rights in respect of the Licensed Technology without the

prior written consent of ATML and if requested by ATML pass

the conduct of any such claim to ATML.



2.3 Save as expressly specified in this clause 2, Licensee shall not copy

or disclose the Licensed Technology, the Generated Technology or the

Documentation for any purpose whatsoever without the prior written

consent of ATML. Licensee is authorized to make a maximum of 10

copies of the Licensed Technology for back up purposes only and shall

keep such back up copies at its Company locations.



2.4 Licensee:-



2.4.1 shall have the right to modify or enhance the Licensed

Technology as permitted in this document;



2.4.2 shall own the intellectual property in those elements of

the Generated Technology created by the Licensee;



2.4.3 hereby grants to ATML a world-wide, royalty free, perpetual

and irrevocable license to use, copy and modify any

modifications and enhancements of the Licensed Technology

made by the Licensee and/or its agents;



2.4.4 will negotiate in good faith a separate license agreement

with ATML on `most favored nation terms' which will provide

preferential access by ATML to the source code, object code

and intellectual property of those elements of the

Generated Technology created by the Licensee and

subsequently incorporated into products.



2.5 The relationship between the parties hereunder is of licenser and

licensee. ATML and Licensee (including their officers, employees or

agents):



2.5.1 shall not be deemed to be the agents or representatives,

legal or otherwise of the other for any purpose;



2.5.2 are not granted any express or implied right or authority

to assume or create an obligation or responsibility on

behalf of or in the name of the other or to the other in

any manner;



2.5.3 shall not act or purport to act as agents or

representatives of the other when endeavoring to make sales

of the Licensed Technology and/or the Generated Technology.













3. SECURITY, INTELLECTUAL PROPERTY RIGHTS AND MAINTENANCE



3.1 Licensee agrees not to alter, remove, conceal or deface any

copyright, or other proprietary rights notice or identification which

indicates the ownership of the Licensed Technology or the

Documentation or any interest therein (including Intellectual

Property Rights) provided by ATML (and on all copies thereof) and

Licensee shall ensure that all copies of the Licensed Technology and

the Documentation and all derivatives thereof containing the Licensed

Technology, or any of it, or any derivative which provides materially

the same function as the Licensed Technology, or any of it, made by

or on behalf of Licensee shall bear the proprietary rights notice

contained on the Licensed Technology when received by Licensee.

Licensee shall ensure that the terms of contracts entered by it in

respect of the Licensed Technology or any of it contain terms the

same as this sub-clause 3.1 binding such third party.



3.2 ATML shall provide Licensee with Maintenance Services in accordance

with the following provisions during the period that Licensee

continuously maintains Maintenance Services:-



3.2.1 the Maintenance Services shall be provided by ATML for the

term of this Agreement;



3.2.2 ATML shall invoice Licensee with the Maintenance Services

Fee annually, in advance.



3.2.3 ATML will keep Licensee at the current level of revisions,

enhancements, bug fixes free of charge.



3.2.4 At all times ATML will keep Licensee current with all

modifications to the Licensed Technology such that

Licensee can make timely modifications to the Generated

Technology to interface with ATML's currently sold and

latest generation ATM switch and motherboard, where



3.3 For the avoidance of doubt the obligation of ATML to provide

Maintenance Services shall be in respect of the Licensed Software and

Licensed Hardware only and shall not be extended to the Generated



3.4 Licensee acknowledges that title to and all Intellectual Property

Rights in the Licensed Technology and all modifications, upgrades,

new releases and enhancements thereof and to all manuals and other

Documentation relating thereto are and shall remain vested in ATML,

or its Affiliates at all times. The provisions of this Agreement do

not grant any rights to Licensee in respect of the use of any trade

mark of ATML or any Affiliate of it, which is hereby specifically

excluded. However, this in no way limits or reduces the obligation of

Licensee to give full credit to ATML in respect of the Licensed

Technology and to apply all copyright notices of ATML thereto and to

the Documentation and to the packaging thereof.



3.5 Licensee shall notify ATML if it becomes aware of any unauthorized

use of the Licensed Technology or breach of ATML's Intellectual

Property Rights therein.





4. DELIVERY AND SERVICES



4.1 Within 10 days from the date hereof ATML shall deliver to Licensee:-



4.1.1 one copy of the Licensed Software in the media specified

in Schedule 1;



4.1.2 the Licensed Hardware in the quantities specified in

Schedule 1; and



4.1.3 a copy of the Documentation. ...