HYPERBUS INTERFACE MATERIALS END USER LICENSE AGREEMENT

Licensed Software:  HyperBus Controller Verilog HDL RTL Source Code (including any updates provided to you by Cypress)
Licensed Materials:  HyperBus Controller IP Specification, System Verilog Test Bench (AXI4 and AXI3), Verilog Memory Behavioral Model (HyperFlash NOR and HyperRAM), Test Specification, Test (Verification Report), Test Script, Application Note for AMBA AXI (including any updates to any of the foregoing provided to you by Cypress)
Licensed Marks:  The HyperBus™, HyperFlash™, and HyperRAM™ trademarks

PLEASE READ THIS END USER LICENSE AGREEMENT ("Agreement") CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE LICENSED SOFTWARE AND LICENSED MATERIALS.  BY DOWNLOADING, INSTALLING, OR USING THE LICENSED SOFTWARE OR LICENSED MATERIALS, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.

License - Licensed Software.  Subject to the terms and conditions of this Agreement, Cypress Semiconductor Corporation ("Cypress") grants to you a non-exclusive, non-transferable, worldwide, royalty-free license, without the right to sublicense, under its intellectual property rights in the Licensed Software as delivered by Cypress to (i) use, copy, and modify the Licensed Software for the purpose of implementing the HyperBus Interface in one or more of your products, and (ii) make, have made, use, distribute, and export the Licensed Software, as may have been modified by you, as incorporated into your products.  You may have contractors exercise these rights on your behalf, subject to their compliance with this Agreement.

License - Licensed Materials.  Subject to the terms and conditions of this Agreement, Cypress grants to you a non-exclusive, non-transferable, worldwide, royalty-free license, without the right to sublicense, under its intellectual property rights in the Licensed Materials to use and copy the Licensed Materials for the purpose of implementing the HyperBus Interface in one or more of your products.  You may have contractors exercise these rights on your behalf, subject to their compliance with this Agreement.

License - Trademarks.  Subject to the terms and conditions of this Agreement, Cypress grants to you a non-exclusive, non-transferable, worldwide, royalty-free license, without the right to sublicense, to use the Licensed Marks to promote your products that are fully compatible with the HyperBus Interface, as such interface has been specified by Cypress without modification.  Your use of the Licensed Marks must be in compliance with the applicable Cypress trademark usage guidelines.  You acknowledge that Cypress is the sole owner of the Licensed Marks and that any rights in the Licensed Marks resulting from your usage of the Licensed Marks shall belong to Cypress.

Term and Termination.  This Agreement is effective until terminated.  You may terminate this Agreement at any time upon written notice to Cypress.  Cypress may terminate this Agreement if you breach this Agreement and do not cure such breach within 15 days after Cypress provides you with notice of such breach.  Upon termination, you must destroy all copies of Licensed Software and Licensed Materials in your possession or control and discontinue use of the Licensed Marks.  The following paragraphs shall survive any termination of this Agreement: "Disclaimer and Limitation of Liability," and "General."

Disclaimer and Limitation of Liability.  THE LICENSED SOFTWARE, LICENSED MATERIALS, AND LICENSED MARKS ARE PROVIDED "AS-IS," WITHOUT WARRANTY OF ANY KIND.  IN NO EVENT WILL CYPRESS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT EVEN IF CYPRESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL CYPRESS'S TOTAL LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE PRICE PAID BY YOU FOR THE LICENSED SOFTWARE, LICENSED MATERIALS, AND LICENSED MARKS.  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.

General.  Cypress reserves all rights not granted in this Agreement.  This Agreement will bind and take effect to the benefit of each party’s successors and assigns, provided that you may not assign or transfer this Agreement, in whole or in part, without Cypress' written consent.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law.  The parties consent to personal and exclusive jurisdiction of and venue in, the state and federal courts within Santa Clara County, California; provided however, that nothing in this Agreement will limit Cypress's right to seek injunctive or equitable relief in any jurisdiction.  You agree to comply with all export control laws and regulations.  No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.  If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.  This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.  Any notice to Cypress will be deemed effective when actually received and must be sent to Cypress Semiconductor Corporation, ATTN: General Counsel, 198 Champion Court, San Jose, CA 95134 USA.