Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement or in the Exhibits hereto. "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such P

Section 1.2 — Rules of Construction The following rules of construction shall apply to the interpretation of this Agreement: (a) Headings. The headings and titles of the Articles, Sections, and Exhibits of this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof. (b) Inclusive Language. The word "including" (and correlative words such as "inc

Section 2.1 — Grant of License Subject to the terms and conditions of this Agreement, including Licensee's payment of all fees due under Article 4, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as set forth in Section 14.4), worldwide license during the Term to install, access, and use the Licensed Products solely for Licensee's internal semiconductor design, verification, and signoff p

Section 2.2 — Licensed Products The Licensed Products licensed to Licensee under this Agreement consist of the following Licensor software tools, platforms, and associated documentation:

1. Meridian Marlowe Asset Management™ — Licensor's comprehensive digital integrated circuit design suite, including synthesis, place-and-route, timing analysis, and design-for-test capabilities.

2. Meridian signalForge™ — Licensor's signal integrity analysis tool, providing electromagnetic simulation, crosstalk analysis, power integrity analysis, and high-speed interconnect modeling.

3. Meridian VerifyPro™ — Licensor's formal verification platform, including equivalence checking, property checking, and coverage analysis, with optional CloudVerify™ cloud-hosted acceleration.

4. Meridian AnalogEdge™ — Licensor's analog and mixed-signal design environment, including schematic capture, SPICE simulation, layout, and design rule checking for analog and mixed-signal circuit design.

5. Meridian PhotonX™ — Licensor's silicon photonics design kit integration tool, enabling the design, simulation, and layout of silicon photonics components and their integration with electronic ICs, including PDK-aware design rule checking and photonic circuit simulation. Full product descriptions, version specifications, and license types (on-premises, cloud-hosted, or hybrid) for each Licensed Product are set fort

Section 2.3 — Licensed Seats The total number of Licensed Seats authorized under this Agreement is two hundred eighty (280), allocated as follows: • Named-User Seats: Two hundred twenty (220) • Floating Seats: Sixty (60) The allocation of Licensed Seats among the Licensed Products is set forth in the Seat Allocation Schedule in Exhibit B (Section B-2). Licensee shall ensure that the total number of concurrent users a

Section 2.4 — Conditional Activation of PhotonX™ for Third-Party Foundry PDK Use Licensee may use Meridian PhotonX™ for general internal design purposes, including research, development, evaluation, and design exploration activities, from the Effective Date. The foregoing general-purpose use right is not conditioned upon any Third-Party Foundry AEPL qualification. However, Licensee shall not use PhotonX™ in conjuncti

Section 2.5 — Authorized Users; Contractors "Authorized User" means, as defined in Section 1.1, an employee of Licensee or of a Licensee Affiliate who has been assigned or granted access to a Licensed Seat, or a bona fide contractor of Licensee permitted to access the Licensed Products in accordance with this Section 2.5. Licensee may permit its bona fide contractors (including individual consultants and employees of

Section 2.6 — Restrictions on Use Licensee shall not, and shall not permit any Authorized User or third party to, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas or architecture of the Licensed Products, except to the extent that such restriction is expressly prohibited by applicable law (including S

Section 3.1 — Initial Term The initial term of this Agreement (the "Initial Term") shall commence on the Effective Date (February 1, 2026) and shall continue through January 31, 2031, a period of five (5) years, unless this Agreement is earlier terminated in accordance with Article 12.

Section 3.2 — Renewal Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1)-year periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least one hundred eighty (180) days prior to the expiration of the then-current Term (whether the Initial Term or any Renewal Term then in effect). The license fees for any Rene

Section 3.3 — Effect on Original ELA As of the Effective Date, this Agreement amends and restates the Original ELA (Agreement No. MDS-ELA-2023-00487) in its entirety. The Original ELA shall, as of the Effective Date, have no further force or effect, and shall be deemed superseded and replaced by this Agreement in all respects. Notwithstanding the foregoing, all rights and obligations of the Parties under the Original

Section 4.1 — License Fees In consideration of the license rights and services granted under this Agreement, Licensee shall pay to Licensor the annual license fees set forth in the Fee Schedule (Exhibit B, Section B-1) for each contract year of the Initial Term. The annual license fees for each contract year during the Initial Term are as follows: (a) Year 1 (February 1, 2026 through January 31, 2027): The annual lic

Section 4.2 — Annual Escalator The annual license fees for Years 2 through 5 of the Initial Term shall increase by a fixed annual escalator of no more than over the annual license fee for the immediately preceding contract year, as specified in the Fee Schedule (Exhibit B, Section B-1). The specific escalator percentage applicable to each contract year is set forth in Exhibit B and has been agreed upon by the Parties

Section 4.3 — Volume discount Licensor has applied a volume discount of not less than off Licensor's then-current published list prices for all Licensed Products, as reflected in the Fee Schedule (Exhibit B, Section B-1). The volume discount has been calculated based on the aggregate number of Licensed Seats and the full scope of Licensed Products licensed under this Agreement. The volume discount set forth in this S

Section 4.4 — Payment Terms All invoices issued by Licensor under this Agreement shall be payable by Licensee within thirty (30) days of the date of such invoice. Licensor shall issue invoices at least thirty (30) days in advance of each annual fee due date. All payments shall be made in United States dollars by wire transfer of immediately available funds to Licensor's designated bank account, the details of which L

Section 4.5 — Taxes All fees and other amounts payable under this Agreement are exclusive of all sales, use, value-added, goods and services, withholding, and similar taxes, duties, levies, and governmental charges (collectively, "Taxes"). Licensee shall be responsible for and shall pay all applicable Taxes arising from or relating to the transactions contemplated by this Agreement, other than taxes imposed on Licens

Section 4.6 — Fee Abatement for PhotonX™ AEPL Delay If Meridian PhotonX™ has not been added to the Brindoval AEPL by June 30, 2026, Licensee shall be entitled to a pro rata fee abatement for the PhotonX™ component of the license fees for each full calendar month of delay beyond June 30, 2026, until the earlier of: (a) the date on which PhotonX™ is qualified and added to the Brindoval AEPL, and (b) the date on which L

Section 4.7 — Most Favored Customer Licensor represents and warrants that, as of the Effective Date, the per-seat pricing provided to Licensee under this Agreement is no less favorable than the per-seat pricing provided by Licensor to any other similarly situated licensee with comparable Licensed Seat counts (within twenty percent (20%) of Licensee's total Licensed Seats) and comparable Licensed Product scope. If, du

ARTICLE 5 — DELIVERY AND INSTALLATION

Section 5.1 — Delivery Licensor shall deliver the Licensed Products to Licensee electronically via Licensor's secure download portal within ten (10) business days following the Effective Date. Delivery shall include the most current generally available release version of each Licensed Product, together with all associated documentation, license keys, and activation codes. With respect to Meridian Marlowe Asset Manage

Section 5.2 — Installation Support Licensor shall provide reasonable installation and configuration support at no additional charge for the initial deployment of Meridian AnalogEdge™ and Meridian PhotonX™ at Licensee's facilities. Such support shall include remote assistance with installation, license server configuration, initial setup and configuration of design environments, and basic user training to facilitate L

ARTICLE 6 — MAINTENANCE AND SUPPORT

Section 6.1 — Maintenance Releases and Updates During the Term and subject to Licensee's continued compliance with the terms of this Agreement (including timely payment of all fees), Licensor shall provide to Licensee all Maintenance Releases and Updates to the Licensed Products at no additional charge. "Updates" include new versions and feature enhancements to the Licensed Products that Licensor makes generally avai

Section 6.2 — Technical Support Licensor shall provide Licensee with Tier 1 and Tier 2 technical support for the Licensed Products during the Term, as follows: Support Hours. Technical support shall be available during Licensor's standard business hours, 8:00 AM to 6:00 PM Pacific Time, Monday through Friday, excluding holidays observed by Licensor (Licensor shall provide Licensee with its annual holiday schedule at

Section 6.3 — Professional Services Additional professional services, including without limitation custom flow development, advanced training courses, methodology consulting, design environment optimization, and on-site engineering assistance, shall be available to Licensee upon request under separate statements of work at Licensor's then-current professional services rates. Each statement of work shall specify the s

ARTICLE 7 — CLOUD SERVICES AND SERVICE LEVEL AGREEMENT

Section 7.1 — CloudVerify™ Service During the Term, Licensor shall make the Meridian CloudVerify™ cloud-hosted verification compute environment available to Licensee. The CloudVerify Service provides Licensee with access to scalable, on-demand compute resources for accelerating formal verification, equivalence checking, and simulation workloads in conjunction with the VerifyPro™ Licensed Product. Access to the CloudV

Section 7.2 — Service Level Commitment Licensor commits to maintaining a monthly uptime percentage of not less than for the CloudVerify Service, measured in accordance with the methodology set forth in Exhibit C, Section C-1. In the event that Licensor fails to meet the SLA uptime commitment in any calendar month, Licensee shall be entitled to service credits as follows: (a) Monthly Uptime of 99.0% or above but below

Section 7.3 — Data Security Requirements Licensor's operation of the CloudVerify Service shall comply with the data security requirements set forth in the Data Security and Cloud Services Rider attached hereto as Exhibit D, which includes, without limitation, the following requirements: (a) SOC 2 Type II Compliance. Licensor shall maintain a current SOC 2 Type II Report. Licensor's most recent SOC 2 Type II Report is

Section 8.1 — Licensor's Audit Right Licensor shall have the right to conduct a compliance audit of Licensee's use of the Licensed Products to verify Licensee's compliance with the Licensed Seat limitations, scope of use restrictions, and other terms of this Agreement. The following conditions shall apply to any such audit: (a) Frequency. Licensor may conduct a maximum of per calendar year, and in no event more than

Section 8.2 — Audit Procedures The scope of any audit conducted under Section 8.1 shall be limited to records, systems, and information reasonably necessary to verify Licensed Seat usage (including Named-User Seat assignments and Floating Seat concurrent-use logs) and compliance with the Licensed Product usage restrictions set forth in this Agreement. The audit shall not extend to Licensee's proprietary design data,

Section 8.3 — Remediation of Overuse If an audit conducted under this Article 8 reveals that Licensee has used Licensed Seats in excess of the authorized Licensed Seat counts (an "Overuse"), Licensee shall, within thirty (30) days following receipt of written notice of the Overuse from Licensor, either: (a) reduce its usage to within the Licensed Seat limits authorized under this Agreement; or (b) purchase additional

Section 9.1 — Obligations Each Party (as the "Receiving Party") shall hold the Confidential Information of the other Party (as the "Disclosing Party") in strict confidence and shall not disclose, publish, or disseminate such Confidential Information to any third party, except as expressly permitted by this Agreement. The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degr

Section 9.2 — Duration The confidentiality obligations set forth in this Article 9 shall survive the expiration or termination of this Agreement for a period of five (5) years following such expiration or termination. Notwithstanding the foregoing, with respect to any Confidential Information that constitutes a trade secret under applicable law, the confidentiality obligations shall continue for so long as such infor

Section 9.3 — Permitted Disclosures Notwithstanding the restrictions set forth in Section 9.1, a Receiving Party may disclose the Disclosing Party's Confidential Information to the following categories of recipients, solely on a need-to-know basis and solely for purposes of this Agreement: (a) the Receiving Party's Affiliates, and the officers, directors, employees, and authorized contractors of the Receiving Party a

ARTICLE 10 — INTELLECTUAL PROPERTY

Section 10.1 — Ownership As between the Parties, Licensor retains all right, title, and interest in and to the Licensed Products, including all software, source code, object code, documentation, algorithms, trade secrets, patents, copyrights, trademarks, and other intellectual property rights embodied in or associated with the Licensed Products, and all derivative works, modifications, enhancements, and improvements

Section 10.2 — Feedback If Licensee or any of its Authorized Users provides Licensor with suggestions, ideas, enhancement requests, feature requests, recommendations, corrections, or other feedback concerning the Licensed Products or the CloudVerify Service (collectively, "Feedback"), Licensor shall be free to use, reproduce, modify, license, distribute, and otherwise exploit such Feedback in any manner and for any p

Section 11.1 — IP Indemnification by Licensor Licensor shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees, agents, and Affiliates (collectively, the "Licensee Indemnitees") from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of

Section 11.2 — Licensor's Remedial Options If any Licensed Product becomes, or in Licensor's reasonable judgment is likely to become, the subject of a claim of infringement or misappropriation, Licensor shall, at its sole option and expense, promptly: (a) procure for Licensee the right to continue using the affected Licensed Product under the terms of this Agreement; (b) modify the affected Licensed Product to make i

Section 11.3 — IP Indemnification by Licensee Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, and Affiliates from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to any claim that: (a) Licensee

Section 11.4 — Indemnification Procedures The following procedures shall apply to all indemnification obligations under this Article 11: (a) Notice. The indemnified party shall promptly provide written notice of any claim for which indemnification is sought to the indemnifying party. Failure to provide prompt notice shall not relieve the indemnifying party of its indemnification obligations except to the extent the i

Section 11.5 — General Indemnification by Licensee Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, and Affiliates from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to (a) Licensee's material

Section 11.6 — General Indemnification by Licensor Licensor shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees, agents, and Affiliates from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to (a) Licensor's material

Section 12.1 — Termination for Cause Either Party may terminate this Agreement upon written notice to the other Party if: (a) the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party specifying the nature of the breach in reasonable detail. If the breach is of a nature that cannot reasonably b