Trademark License Agreement

CONFIDENTIAL


TRADEMARK LICENSE AGREEMENT


This Trademark License Agreement (the "Agreement") is made and entered into this 17th day of October, 1996 (the "Effective Date") by and between Alliance Semiconductor Corporation, a Delaware corporation with executive offices at 3099 North First Street, San Jose, California 95134-2006 ("Alliance") and Alliance Semiconductor International Corporation, a Delaware corporation with executive offices at 3099 North First Street, San Jose, California 95134-2006 ("ASIC").


WHEREAS, Alliance desires to license to ASIC certain valuable trademarks and/or service marks of Alliance on the terms and conditions set forth below; and


WHEREAS, ASIC desires to utilize the trademarks and/or service marks of Alliance on the terms and conditions set forth below; and


WHEREAS, as of the Effective Date, ASIC is a wholly-owned subsidiary of Alliance;


NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the parties hereby agree as follows:


1. DEFINITIONS.


1.1 "Marks" shall mean the trademarks and/or any service marks set forth on
Exhibit A attached hereto. Exhibit A may be amended from time to time
by the parties in writing.


1.2 "Logo" shall mean the Alliance Semiconductor Logo set forth in Exhibit
B.


1.3 "Products" shall mean the integrated circuits, software products,
and/or any services associated with the Marks that are set forth in
Exhibit A attached hereto. Exhibit A may be amended from time to time
by the parties in writing.


2. GRANT OF LICENSE.


2.1 Alliance hereby grants to ASIC as a related company, and ASIC hereby
accepts, subject to the terms and conditions of this Agreement, a
worldwide, royalty-free, nonexclusive, nontransferable, and
nonassignable license, without right to sublicense, to use the Marks
solely in connection with the manufacture, sale and distribution of the
Products. ASIC shall use the Marks with the Products as designated in
Exhibit A. No damaged or otherwise defective Products bearing


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any of the Marks may be sold by ASIC without the prior written approval
of Alliance.


2.2 Nothing in this Agreement shall be construed to prevent Alliance from
granting any other licenses with respect to the Marks, or from
utilizing the Marks in any manner whatsoever. Without limiting the
foregoing, Alliance shall be free to compete with ASIC, or to grant to
licenses to the Marks to competitors of ASIC.


3. USE BY ASIC.


3.1 ASIC agrees that all use of the Marks shall be in accordance with the
usage guide set forth in Exhibit B, attached hereto. Exhibit B may be
amended from time to time by the parties in writing. ASIC agrees to not
modify, deface, or otherwise alter in any manner, the Marks as they
appear with the Products as provided by Alliance to ASIC, without the
prior written approval of Alliance.


3.2 ASIC will submit any advertising copy, label, sticker, packaging or
other use of the Marks, prepared by or for it, to Alliance for written
approval prior to use.


3.3 ASIC shall not use of any of the Marks in combination with any other
trademarks, service marks, names or symbols without the prior written
approval of Alliance.


4. OWNERSHIP, VALIDITY.


4.1 ASIC acknowledges the substantial value of the goodwill associated with
the Marks, and agrees not to challenge, during the term of this
Agreement or any time thereafter, the validity, registration, or
ownership of the Marks, or any of Alliance's rights in and to the
Marks. ASIC agrees that it is a "related company" of Alliance for the
purposes of Section 5 of the Lanham Act.


5. PROTECTION OF MARKS


5.1 ASIC agrees to assist Alliance in the protection of the Marks, and
Alliance may, at its sole discretion, commence and/or prosecute any
claim related to the Marks, in its own name or in the name of ASIC, or
join ASIC as a party thereto. ASIC agrees to notify Alliance of the
infringement or threatened or potential infringement of any of the
Marks which may come to ASIC's attention. Alliance shall have the sole
right to determine whether or not any action shall be taken in the
event of such infringement or threatened or potential infringement.
ASIC agrees to not institute any action in the event of such
infringement or threatened or potential infringement without the prior
written consent of Alliance.


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6. REMEDIES.


6.1 ASIC agrees that the improper use of the marks, or failure to cease use
of the Marks upon termination of this Agreement, (i) will substantially
diminish the good will associated with the Marks that are the subject
of this Agreement; (ii) render Alliance's remedy at law for such
unauthorized use inadequate; and (iii) cause irreparable injury in a
short period of time. Accordingly, ASIC agrees that in the event of
such a breach of the Agreement, Alliance, in addition to any other
remedies available to it, shall be entitled to equitable relief,
including, but not limited to, preliminary and permanent injunctive
relief, without a prior showing of inadequacy of remedy at law.


7. TERM AND TERMINATION.


7.1 Term. This Agreement shall be effective as of the Effective Date, and
shall remain in full force for one (1) year. On each anniversary of the
Effective Date, this Agreement shall automatically be renewed for a
further period of one (1) year, unless terminated by a party pursuant
to this Article 7.


7.2 Termination on Six Months' Notice. This Agreement may be terminated by
either party on three (3) month's written notice to the other party.


7.3 Termination for Insolvency. Either party may immediately terminate this
Agreement upon written notice to the other party (the "Other Party)
upon the occurrence of any of the following events (collectively, an
"Insolvency"):


(a) the Other Party files a voluntary petition in bankruptcy or
otherwise seeks protection under any law for the protection of
debtors;


(b) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Other Party in an
involuntary case under Title 11 of the United States Code
entitled "Bankruptcy" or any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, which is not
dismissed within sixty (60) days;


(c) the Other Party makes an assignment for the benefit of
creditors;


(d) a petition should is filed against the Other Party under any
other law for the relief of debtors, or other law similar, the
effect of which is to cause such Other Party to have its
business effectively discontinued;


(e) the other party admits in writing its inability to pay its
debts as they become due;


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(f) the other party ceases or suspends business; or


(g) the continued performance of this Agreement by the other party
would result in a violation of the United States export law or
regulations in force at the relevant time.


The occurrence of an Insolvency also shall be deemed a material default
under this Agreement by the party subject to such Insolvency.


7.4 Termination on Occurrence of Prohibited Transaction. Either party may
immediately terminate this Agreement upon written notice to the other
(without prior advance notice) upon the occurrence of any of the
following events (collectively, a "Prohibited Transaction"):


(a) a transfer of a majority interest in the equity or assets of
any other party to a competitor of the terminating party; or


(b) an assignment by the other party of any of its rights and/or
obligations under this Agreement in violation of Section 12.2.


The occurrence of a Prohibited Transaction also shall be deemed a
material default under this Agreement by the party committing the
Prohibited Transaction.


7.5 Termination for Material Breach. Either party may terminate this
Agreement if the other party (the "Defaulting Party") defaults in the
performance of any material obligation hereunder, by given written
notice to the Defaulting Party describing such default (the "Default
Notice"). The termination shall become effective forty-five (45) days
after giving the Default Notice unless


(a) the default described in the Default Notice has been cured
within the forty-five (45) day period;


(b) the default described in the Default Notice reasonably
requires more than forty-five (45) days to correct (any
failure to pay moneys are excluded from this provision), and
the Defaulting Party has used its best efforts to correct the
default within the forty-five (45) day period; in such event,
termination of this Agreement shall not be effective unless
sixty (60) days have expired from the date the Default Notice
was given without corrective action being completed and the
default remedied.


The Default Notice shall describe the default with reasonable
particularity, and the party giving the Default Notice shall promptly
provide the Defaulting Party with such information as the Defaulting
Party reasonably may request in order to remedy the default. The
Defaulting Party shall pay the other for any reasonable costs


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associated with providing information to the Defaulting Party pursuant
to the preceding sentence.


7.6 Other Remedies. The remedies stated in this Article 7 (Term and
Termination) shall be in addition to and not in lieu of any other
remedies, including damages, to which a party may be entitled.


7.7 Surviving Terms. The following Articles and Sections shall survive the
termination or expiration of this Agreement: Articles 1, 4, 6, 8-12,
and Sections 2.2 and 7.7. Moreover, termination shall not relieve
either party of obligations incurred prior to the termination.


8. LIMITATION OF LIABILITY.


8.1 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AND
REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER
PERSON, CORPORATION OR OTHER ENTITY FOR ANY LOST PROFITS, LOSS OF USE,
COST OF OBTAINING SUBSTITUTE GOODS OR SERVICES, OR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING
UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT, EVEN IF THAT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.


8.2 The provisions of this Article 8 (Limitation of Liability) allocate the
risks between the parties under this Agreement, and the parties'
agreement as to price and other terms of this Agreement reflect the
allocation of risk and limitation of liability set forth above.


9. CONFIDENTIAL INFORMATION.


9.1 The term "Confidential Information" shall mean any and all information,
technical data or know-how related to any aspect of either party's
business or technology including, without limitation, data, know-how,
formulae, processes, designs, photographs, drawings, specifications,
software programs and samples and any other material bearing or
incorporating any such information which is disclosed by one party (the
"Disclosing Party") to the other (the "Receiving Party"), which
information, data or know-how is marked or stipulated as being
"Proprietary", "Confidential," "Strictly Private" or otherwise, using
words of similar significance. Such disclosure may be made either
directly or indirectly, in writing, orally or by drawings, plans or
inspection of products, materials, parts or equipment. In the event the
Disclosing Party of such Confidential Information orally discloses the
information to the Receiving Party, the Disclosing Party


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agrees to promptly notify the Receiving Party of the confidentiality of
such oral disclosure and reduce to writing such Confidential
Information and submit the same to the Receiving Party within sixty
(60) days of such oral disclosure, failing which the Receiving Party
shall not be bound by the confidentiality obligations as herein
provided as regards the said information disclosed orally.


9.2 The terms "Disclosing Party" and ...