Software License Agreement

EXHIBIT 10.10


OmniVision
Software License Agreement


This software license agreement (the "Software License Agreement") is entered into as of the date last signed below ("Effective Date"), between OmniVision Technologies. Inc. ("OmniVision"), a California corporation with its principal office at 930 Thompson Place, Sunnyvale, CA, 94086 USA, and Creative Technology Ltd. ("Creative"), a Singapore corporation, with its principal office at 31 International Business Park, Creative Resource, Republic of Singapore, 609921.


In consideration of the mutual promises contained in this Software License Agreement, the parties agree as follows:


1. SOFTWARE DEFINITION
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1.1 OmniVision's software program(s) ("Software") that are required or
useful for the proper operation and support of the Products and any
upgrades, improvements, modifications or enhancements thereto,
including but not limited to those listed on Attachment A. Software
provided under this Software License Agreement shall be considered
Products sold or otherwise distributed to Creative pursuant to the
Letter between the parties dated _______, 1999. Except as specified
herein, all capitalized terms shall be defined as set forth in the
Letter.


2. CREATIVE CERTIFICATION
----------------------


2.1 Creative hereby certifies that the Software to be licensed under this
Software License Agreement will be used on its behalf as a
manufacturer of products incorporating OmniVision's Sensor and/or
Chip. Creative further certifies that the Software will be
incorporated into a Creative Product or can be distributed separate
from a Creative Product so long as it is intended for use with a
Creative Product. (E.G., Creative may distribute the Software via its
website or as upgrades or bug fixes via floppy disk or email.)


2.2 Creative hereby acknowledges that the license specifically excludes
the right to sell or lease the Software as a free-standing software
product separate from Creative's product or system.


3. RIGHT TO CREATE CREATIVE PRODUCTS
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3.1 OmniVision hereby grants to Creative and its affiliates a
nonexclusive, royalty-free. perpetual, fully paid-up, irrevocable
world-wide license, with the right to sublicense, to use and prepare
derivative works of the licensed Software and documentation. As used
herein, the term "use" includes the right to make,


------- *** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.


1


have made, copy, reproduce, modify, perform, display, and distribute
in any manner the Software. OmniVision warrants that it has the right
to grant the licenses granted to Creative hereunder, and that the
Software shall perform. operate, and function as set forth in the
specifications For such Software attached hereto as Attachment B.


3.2 Creative shall be entitled to distribute the Creative Products
directly to end-users or through distributors or other third party
intermediaries, including multiple tiers thereof.


3.3 Subject to the limited rights and licenses granted to Creative in this
Section 3. OmniVision shall retain ownership of the licensed Software
and related documentation.


3.4 The parties acknowled ...