Technology License Agreement
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Technology License Agreement
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3. Licensed Technology Delivery.
3.1. Delivery of Transfer Materials. Sonics shall deliver to TI the Transfer Materials described in Exhibit A for the initial Sonics Product in accordance with the schedule herein. Thereafter, for future Sonics Products, delivery will be as described in Section 8.5.
3.2. Commencement Notices. TI shall deliver to Sonics a Commencement Notice upon the start of design or development of a semiconductor device incorporating a Smart Core if any portion of the up front license fee becomes payable to Sonics as a result of such new design or development. If TI does not thereafter release such device to commercial volume, TI may apply the license fee paid for such device to a new device by so notifying Sonics in the Commencement Notice for the new device. The start of a design corresponds to the state of a design project where the architectural definition, functional specification, PPA (power, performance and area), and project milestones of a particular TI semiconductor device have been defined. The form of the Commencement Notice is attached hereto as Exhibit E.
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13. Damage Limitation.
EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 10 AND AS EXPRESSLY PROVIDED IN SECTION 11, NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, OVERHEAD, COST OF COVER OR OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
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