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License Grant and Use Restrictions.

Limited Source Code License. Subject to the terms of this Agreement, and commencing as of the Effective Date and continuing for the term of this Agreement, Qorvo hereby grants to you a limited, free, non-transferable, non-exclusive, non-assignable, non-sub-licensable license to make copies, prepare derivative works, display internally and use internally the Licensed Materials provided to you in source code for the sole purposes of designing and developing object and executable versions of such Licensed Materials or any derivative thereof, that execute solely and exclusively on Qorvo Devices used in Customer Product(s), and maintaining and supporting such Licensed Materials, or any derivative thereof, and Customer Product(s). "Customer Product" means a final product distributed by or for you that consists of both hardware, including one or more Qorvo Devices, and software components, including only executable versions of the Licensed Materials that execute solely and exclusively on or with such Qorvo Devices and not on devices manufactured by or for an entity other than Qorvo.

Production and Distribution License. Subject to the terms of this Agreement, and commencing as of the Effective Date and continuing for the term of this Agreement, Qorvo hereby grants to you a free, non-exclusive, non-transferable, non-assignable, non-sub-licensable worldwide license to:

Use object code versions of the Licensed Materials, or any derivative thereof, to make copies, display internally, evaluate, test, distribute internally and use internally for the sole purposes of designing and developing Customer Product(s), and maintaining and supporting the Licensed Materials and Customer Product(s);

Make copies, use, sell, offer to sell, and otherwise distribute object code and executable versions of the Licensed Materials, or any derivative thereof, for use in or with Customer Product(s), provided that such Licensed Materials are embedded in or only used with Customer Product(s), and provided further that such Licensed Materials execute solely and exclusively on a Qorvo Device and not on any device manufactured by or for an entity other than Qorvo.

Demonstration License. Subject to the terms of this Agreement, and commencing as of the Effective Date and continuing for the term of this Agreement, Qorvo grants to you a free, non-transferable, non-exclusive, non-assignable, non-sub-licensable worldwide license to demonstrate to third parties the Licensed Materials as they are used in Customer Products executing solely and exclusively on Qorvo Devices, provided that such Licensed Materials are demonstrated in object or executable versions only.

Reference Design Use License. Subject to the terms of this Agreement, and commencing as of the Effective Date and continuing for the term of this Agreement, Qorvo hereby grants to you a free, non-transferable, non-exclusive, non-assignable, non-sub-licensable worldwide license to:

use the Licensed Materials to design, develop, manufacture or have manufactured, sell, offer to sell, or otherwise distribute Customer Product(s) or product designs, including portions or derivatives of the Licensed Materials as they are incorporated in or used with Customer Product(s), provided such Customer Products or product designs utilize a Qorvo Device.

Limited Tools License. Subject to the terms of this Agreement, and commencing as of the Effective Date and continuing for the term of this Agreement, Qorvo hereby grants to you a free, non-exclusive, non-transferable, non-assignable, royalty-free, non-sub-licensable worldwide license to:

use the Licensed Materials to generate applications that execute solely and exclusively with systems containing Qorvo Devices. You may not use the Licensed Materials to assist in the design, development or verification of a processing device not manufactured by or for Qorvo. Use of the Licensed Materials to assist in the design, development or verification of a processing device not manufactured by or for Qorvo is a material breach of this Agreement.

The Licensed Materials may include software programs in an object code format that are designed specifically for use with Qorvo Devices in target applications. Qorvo grants to you a license to reproduce, test and evaluate such programs solely for use with Qorvo Devices. The Licensed Materials may also include libraries and applications software in source code form. You may use these programs to create modified or derivative programs that in source code form remain subject to the restrictions set forth in Section 1.a., above, but that in object code form may be reproduced, tested, distributed, and evaluated by you solely for use with Qorvo Devices.

Contractors and Suppliers. The licenses granted to you hereunder shall include your on-site and off-site suppliers and independent contractors, while such suppliers and independent contractors are performing work for or providing services to you, provided that such suppliers and independent contractors have executed work-for-hire agreements with you containing terms and conditions not inconsistent with the terms and conditions set forth is this Agreement and provided further that such suppliers and contractors may provide work product to only you under such work-for-hire agreements.

No Other License. Notwithstanding anything to the contrary, nothing in this Agreement shall be construed as a license to any intellectual property rights of Qorvo other than those rights embodied in the Licensed Materials provided to you by Qorvo. EXCEPT AS PROVIDED HEREIN, NO OTHER LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER QORVO INTELLECTUAL PROPERTY RIGHTS IS GRANTED HEREIN.

Restrictions. You shall maintain the source code versions of the Licensed Materials under access control protection and shall not disclose such source code versions of the Licensed Materials, or any derivative thereof, to any person other than your employees, suppliers, and contractors whose job performance requires access. You shall not use the Licensed Materials with a processing device manufactured by or for an entity other than Qorvo, and you agree that any such unauthorized use of the Licensed Materials is a material breach of this Agreement. Except as expressly provided in this Agreement, you shall not copy, publish, disclose, display, provide, transfer or make available the Licensed Materials to any third party and you shall not sublicense, transfer, or assign the Licensed Materials or your rights under this Agreement to any third party. You shall not mortgage, pledge or encumber the Licensed Materials in any way. You shall not (i) incorporate, combine, or distribute the Licensed Materials, or any derivative thereof, with any Public Software, or (ii) use Public Software in the development of any derivatives of the Licensed Materials, each in such a way that would cause the Licensed Materials, or any derivative thereof, to be subject to all or part of the license obligations or other intellectual property related terms with respect to such Public Software, including but not limited to, the obligations that the Licensed Materials, or any derivative thereof, incorporated into, combined, or distributed with such Public Software (x) be disclosed or distributed in source code form, be licensed for the purpose of making derivatives of such software, or be redistributed free of charge, contrary to the terms and conditions of this Agreement, (y) be used with devices other than Qorvo Devices, or (z) be otherwise used or distributed in a manner contrary to the terms and conditions of this Agreement. As used in this Section 2(g), "Public Software" means any software that contains, or is derived in whole or in part from, any software distributed as open source software, including but not limited to software licensed under the following or similar models: (A) GNU's General Public License (GPL) or Lesser/Library GPL (LGPL), (B) the Artistic License (e.g., PERL), (C) the Mozilla Public License, (D) the Netscape Public License, (E) the Sun Community Source License (SCSL), (F) the Sun Industry Standards Source License (SISL), (G) the Apache Server license, (H) QT Free Edition License, (I) IBM Public License, (J) BitKeeper and (K) the MIT License. The foregoing restrictions of this Section 2.h. do not apply to GNU materials, if any, which are subject to the terms set forth in the GPL or LGPL license, as appropriate. A copy of the GPL or LGPL license may be obtained from the website at http://www.opensource.org/licenses.

Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by written notice to Qorvo. Without prejudice to any other rights, if you fail to comply with the terms of this Agreement, Qorvo may terminate your right to use the Licensed Materials upon written notice to you. Upon termination of this Agreement, you will destroy any and all copies of the Licensed Materials in your possession, custody or control and provide to Qorvo a written statement signed by your authorized representative certifying such destruction. The following sections will survive any expiration or termination of this Agreement: 1(i) (Termination), 2 (Licensed Materials Ownership), 5 (Warranties and Limitations), 6 (Indemnification Disclaimer), 9 (Export Control), 10 (Governing Law and Severability), 11 (PRC Provisions), and 12 (Entire Agreement). The obligations set forth in Section 4 (Confidential Information) will survive any expiration or termination of this Agreement for three (3) years after such expiration or termination.

GNU materials. The GNU materials, if any, consist of files or programs in appropriately labeled folders or directories. The GNU materials, if any, are subject to the terms set forth in the GPL or LGPL license, as appropriate. A copy of the GPL or LGPL license may be obtained from the website at http://www.opensource.org/licenses.

Licensed Materials Ownership. The Licensed Materials are licensed, not sold to you, and can only be used in accordance with the terms of this Agreement. Subject to the licenses granted to you pursuant to this Agreement, Qorvo and Qorvo's licensors own and shall continue to own all right, title, and interest in and to the Licensed Materials, including all copies thereof. The parties agree that all fixes, modifications and improvements to the Licensed Materials conceived of or made by Qorvo that are based, either in whole or in part, on your feedback, suggestions or recommendations are the exclusive property of Qorvo and all right, title and interest in and to such fixes, modifications or improvements to the Licensed Materials will vest solely in Qorvo. Ownership of independently developed software by you but based upon the Licensed Materials will be your exclusive property however you acknowledge and agree that when your independently developed software or hardware components are combined, in whole or in part, with the Licensed Materials, your right to use the Licensed Materials embodied in such resulting combined work shall remain subject to the terms and conditions of this Agreement.

Intellectual Property Rights.

The Licensed Materials contain copyrighted material, trade secrets and other proprietary information of Qorvo and Qorvo's licensors and are protected by copyright laws, international copyright treaties, and trade secret laws, as well as other intellectual property laws. To protect Qorvo's and Qorvo's licensors' rights in the Licensed Materials, you agree, except as specifically permitted by statute by a provision that cannot be waived by contract, not to "unlock", decompile, reverse engineer, disassemble or otherwise translate any portions of the Licensed Materials that are only provided in a binary or object code format to a human-perceivable form nor to permit any person\ or entity to do so. You shall not remove, alter, cover, or obscure any confidentiality, trade secret, proprietary, or copyright notices, trade-marks, proprietary, patent, or other identifying marks or designs from any component of the Licensed Materials and you shall reproduce and include in all copies of the Licensed Materials the copyright notice(s) and proprietary legend(s) of Qorvo and Qorvo's licensors as they appear in the Licensed Materials. Qorvo reserves all rights not specifically granted under this Agreement.

Third parties may claim to own patents, copyrights, or other intellectual property rights that cover the implementation of certain Licensed Materials. Certain Licensed Materials may also be based on industry recognized standards and software programs published by industry recognized standards bodies and certain third parties claim to own patents, copyrights, and other intellectual property rights that cover implementation of those standards. You acknowledge and agree that this Agreement does not convey a license to any such third party patents, copyrights, and other intellectual property rights and that you are solely responsible for any patent, copyright, or other intellectual property right claims that relate to your use and distribution of the Licensed Materials, and your use and distribution of your products that include or incorporate the Licensed Materials.

Confidential Information. You acknowledge and agree that the Licensed Materials contain trade secrets and other confidential information of Qorvo and Qorvo's licensors. You agree to use the Licensed Materials solely within the scope of the licenses set forth herein, to maintain the Licensed Materials in strict confidence, to use at least the same procedures and degree of care that you use to prevent disclosure of your own confidential information of like importance but in no instance less than reasonable care, and to prevent disclosure of the Licensed Materials to any third party, except as may be necessary and required in connection with your rights and obligations hereunder. You agree to obtain executed confidentiality agreements with your employees, suppliers, and contractors having access to the Licensed Materials that are at least as protective as the terms and conditions hereof and to diligently take steps to enforce such agreements in this respect. Qorvo agrees that the employment agreements used in the normal course of your business shall satisfy the requirements of this section. Qorvo may disclose your contact information to Qorvo's applicable licensors. The foregoing provisions in this Section 4. do not apply to GNU materials, if any, which are subject to the terms set forth in the GPL or LGPL license, as appropriate.

Warranties and Limitations. YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS MAY NOT BE INTENDED FOR PRODUCTION APPLICATIONS AND MAY CONTAIN IRREGULARITIES AND DEFECTS NOT FOUND IN PRODUCTION SOFTWARE. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING, INCORPORATING OR DISTRIBUTING THE LICENSED MATERIALS IN OR WITH ANY COMMERCIAL PRODUCT THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR ANY PROBLEMS OR FAILURES.

THE LICENSED MATERIALS AND ANY REALTED DOCUMENTATION ARE PROVIDED "AS IS" AND WITH ALL FAULTS. QORVO MAKES NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS AND LACK OF NEGLIGENCE. QORVO DISCLAIMS ANY WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU AGREE TO USE YOUR INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS. NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY QORVO TO MAINTAIN PRODUCTION OF ANY QORVO SEMICONDUCTOR DEVICE OR OTHER HARDWARE OR SOFTWARE WITH WHICH THE LICENSED MATERIALS MAY BE USED.

IN NO EVENT SHALL QORVO, OR ANY APPLICABLE LICENSOR, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED MATERIALS, REGARDLESS OF WHETHER QORVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR INTERRUPTION OF BUSINESS. IN NO EVENT WILL QORVO'S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE OF THE LICENSED MATERIALS EXCEED FIVE HUNDRED U.S. DOLLARS (US$500). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.

Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation on how long an implied warranty lasts, the above limitations or exclusions may not apply to you.

Indemnification Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT QORVO SHALL NOT BE LIABLE FOR AND SHALL NOT DEFEND OR INDEMNIFY YOU AGAINST ANY THIRD PARTY INFRINGEMENT CLAIM THAT RELATES TO OR IS BASED ON YOUR MANUFACTURE, USE, OR DISTRIBUTION OF THE LICENSED MATERIALS OR YOUR MANUFACTURE, USE, OFFER FOR SALE, SALE, IMPORTATION OR DISTRIBUTION OF YOUR PRODUCTS THAT INCLUDE OR INCORPORATE THE LICENSED MATERIALS.

You will defend and indemnify Qorvo in the event of claim, liability or costs (including reasonable attorney's fees related to Your use or any sub-licensee's use of the Licensed Materials) relating in any way to your violation of the terms of the License Grants set forth in Section 1, or any other violation of other terms and conditions of this Agreement.

No Technical Support. Qorvo and Qorvo's licensors are under no obligation to install, maintain or support the Licensed Materials.

Notices. All notices to Qorvo hereunder shall be delivered to Qorvo Incorporated, 1201 E. Campbell Road, Richardson, TX 75081, Attention: IDP Contract Department. All notices shall be deemed served when received by Qorvo.

Export Control. You hereby acknowledge that the Licensed Materials are subject to export control under the U.S. Commerce Department's Export Administration Regulations ("EAR"). You further hereby acknowledge and agree that unless prior authorization is obtained from the U.S. Commerce Department, neither you nor your customers will export, re-export, or release, directly or indirectly, any technology, software, or software source code (as defined in Part 772 of the EAR), received from Qorvo, or export, directly or indirectly, any direct product of such technology, software, or software source code (as defined in Part 734 of the EAR), to any destination or country to which the export, re-export, or release of the technology, software, or software source code, or direct product is prohibited by the EAR. You agree that none of the Licensed Materials may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan and Syria or any other country the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and you will not use or transfer the Licensed Materials for use in any sensitive nuclear, chemical or biological weapons, or missile technology end-uses unless authorized by the U.S. Government by regulation or specific license or for a military end-use in, or by any military entity of Albania, Armenia, Azerbaijan, Belarus, Cambodia, China, Georgia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos, Libya, Macau, Moldova, Mongolia, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, and Vietnam. Any software export classification made by Qorvo shall be for Qorvo's internal use only and shall not be construed as a representation or warranty regarding the proper export classification for such software or whether an export license or other documentation is required for the exportation of such software.

Governing Law and Severability. This Agreement will be governed by and interpreted in accordance with the laws of the State of Texas, without reference to conflict of laws principles. If for any reason a court of competent jurisdiction finds any provision of the Agreement to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties, and the remainder of the Agreement shall continue in full force and effect. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, or by the Uniform Computer Information Transactions Act (UCITA), as it may be enacted in the State of Texas. The parties agree that non-exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within the courts located in the State of Texas. Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court, and either party may seek injunctive relief in any United States or foreign court.

PRC Provisions. If you are located in the People's Republic of China ("PRC") or if the Licensed Materials will be sent to the PRC, the following provisions shall apply and shall supersede any other provisions in this Agreement concerning the same subject matter as the following provisions:

Registration Requirements. You shall be solely responsible for performing all acts and obtaining all approvals that may be required in connection with this Agreement by the government of the PRC, including but not limited to registering pursuant to, and otherwise complying with, the PRC Measures on the Administration of Software Products, Management Regulations on Technology Import-Export, and Technology Import and Export Contract Registration Management Rules. Upon receipt of such approvals from the government authorities, you shall forward evidence of all such approvals to Qorvo for its records. In the event that you fail to obtain any such approval or registration, you shall be solely responsible for any and all losses, damages or costs resulting therefrom, and shall indemnify Qorvo for all such losses, damages or costs.

Governing Language. This Agreement is written and executed in the English language. If a translation of this Agreement is required for any purpose, including but not limited to registration of the Agreement pursuant to any governmental laws, regulations or rules, you shall be solely responsible for creating such translation. Any translation of this Agreement into a language other than English is intended solely in order to comply with such laws or for reference purposes, and the English language version shall be authoritative and controlling.

Export Control.

Diversions of Technology. You hereby agree that unless prior authorization is obtained from the U.S. Department of Commerce, neither you nor your subsidiaries or affiliates shall knowingly export, re-export, or release, directly or indirectly, any technology, software, or software source code (as defined in Part 772 of the Export Administration Regulations of the U.S. Department of Commerce ("EAR")), received from Qorvo or any of its affiliated companies, or export, directly or indirectly, any direct product of such technology, software, or software source code (as defined in Part 734 of the EAR), to any destination or country to which the export, re-export, or release of the technology, software, software source code, or direct product is prohibited by the EAR.

Assurance of Compliance. You understand and acknowledge that products, technology (regardless of the form in which it is provided), software or software source code, received from Qorvo or any of its affiliates under this Agreement may be under export control of the United States or other countries. You shall comply with the United States and other applicable non-U.S. laws and regulations governing the export, re-export and release of any products, technology, software, or software source code received under this Agreement from Qorvo or its affiliates. You shall not undertake any action that is prohibited by the EAR. Without limiting the generality of the foregoing, you specifically agree that you shall not transfer or release products, technology, software, or software source code of Qorvo or its affiliates to, or for use by, military end users or for use in military, missile, nuclear, biological, or chemical weapons end uses.

Licenses. Each party shall secure at its own expense, such licenses and export and import documents as are necessary for each respective party to fulfill its obligations under this Agreement. If such licenses or government approvals cannot be obtained, Qorvo may terminate this Agreement, or shall otherwise be excused from the performance of any obligations it may have under this Agreement for which the licenses or government approvals are required.

Entire Agreement. This is the entire Agreement between you and Qorvo, and absent a signed and effective software license agreement related to the subject matter of this Agreement, this Agreement supersedes any prior agreement between the parties related to the subject matter of this Agreement. Notwithstanding the foregoing, any signed and effective software license agreement relating to the subject matter hereof will supersede the terms of this Agreement. No amendment or modification of this Agreement will be effective unless in writing and signed by a duly authorized representative of Qorvo. You hereby warrant and represent that you have obtained all authorizations and other applicable consents required empowering you to enter into this Agreement.