Amendment To Oem Agreement

EXHIBIT 10.20


AMENDMENT TO OEM AGREEMENT


This Amendment is entered into by and between COMPASS Design Automation, Inc. as successor in interest to CAD Language Systems, Inc. ("COMPASS") and IKOS Systems, Inc. ("IKOS"). The Effective Date of this Amendment is the later date signed below by the parties.


COMPASS and IKOS are parties to that certain OEM Software License Agreement (the "Agreement") dated June 25, 1989, as amended. The parties wish to amend the Agreement further to (i) formalize the grant of the non-exclusive, world wide license referred to in Section 1 of this Amendment and (ii) delete certain provisions of this Agreement and modify others in connection with the fully paid, non-exclusive world wide license referred to in Section 2 of this Amendment.


Now therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


1. GRANT OF LICENSE


Subject to the provisions of the Agreement, COMPASS grants to IKOS a license to use VTIP-XL, COMPASS part number VS-R-917-S, and extends the grant of licenses to use VTIP/VHDL COMPASS part number number VS-R-910-S, both of which include the complete development environment to VTIP-XL and VTIP/VHDL, respectively, consisting of the object code, source code, compile scripts and publicly releasable VHDL test cases (the "Licensed Code"). IKOS may modify, copy, enhance, port, maintain and create derivative works from the source code of the Licensed Code, which derivative works shall be part of the Licensed Code. The use of the Licensed Code is limited to internal use only by IKOS and may not be distributed to any third party without the written consent of COMPASS. This Licensed Code is COMPASS Confidential Information and will be treated by IKOS with the same level of confidentiality and protection as IKOS handles its own confidential code. COMPASS will supply the Licensed Code to IKOS within 5 days of the Effective Date of this Amendment.


The Licensed Code is licensed on an "AS-IS" basis and COMPASS shall have no obligation under Section 7 of the Agreement to IKOS or its customers with respect thereto and COMPASS shall be held harmless by IKOS for any claims arising from using, maintaining, enhancing, modifying or portin ...