Extract to table

MDS-ELA-2023-00487), dated as of February 1, 2023, with an initial term of three (3) years expiring on January 31, 2026 (the "Original ELA"), pursuant to which Licensor granted Licensee certain license rights to specified EDA software tools; WHEREAS, the Parties desire to amend and restate the Original ELA in its entirety in order to, among other things: (i) extend the term of the license arrangement for an additional five (5)-year period; (ii) expand the scope of Licensed Products to include Licensor's Meridian AnalogEdge™ analog/mixed-signal design environment and Meridian PhotonX™ silicon photonics design kit integration tool; (iii) increase the total number of Licensed Seats from 180 to 280; (iv) incorporate the Meridian CloudVerify™ cloud-hosted verification compute environment; and (v) modify certain commercial terms, data security provisions, and other legal terms to reflect the expanded scope of the Parties' relationship; WHEREAS, upon the Effective Date, this Agreement shall supersede and replace the Original ELA in its entirety, and the Original ELA shall have no further force or effect, except as expressly provided in Section 3

1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below

1 shall have the meanings ascribed to them elsewhere in this Agreement or in the Exhibits hereto

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

The word "including" (and correlative words such as "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it