QUARTUS(R) PRIME LICENSE AGREEMENT VERSION 16.0, ALL
DISTRIBUTIONS (WEB DOWNLOAD, DVDS)


Copyright (C) 2016 Intel(R) Corporation.   Intel, Quartus, Nios(R) II,
TalkBack(TM) and the Altera and Intel logos are trademarks of Intel
Corporation in the US and other countries.    Any other trademarks and
trade names referenced here are the property of their respective
owners.

Certain files, programs, or other materials provided in connection
with the Licensed Software may originate or contain components from
Third Party Licensors (as defined below) and are licensed to You
pursuant to the terms of the applicable Third Party License appearing
upon activation or installation of the Licensed Software, and/or are
contained or described in associated release notes, header source
files, or other documentation.  Any such additional terms, conditions,
or restrictions will also be provided in a separate list following the
MegaCore Agreement (the "Third Party License"). You agree to
carefully review and fully comply with the terms of such Third Party
Licenses.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT,
AS BETWEEN YOU AND ALTERA, AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, ALL SUCH THIRD PARTY LICENSES SHALL BE SUBJECT TO
PARAGRAPH 11 (DISCLAIMER OF WARRANTIES); PARAGRAPH 13 (LIMITATION OF
LIABILITY); AND PARAGRAPH 14 (GOVERNING LAW).  ALTERA OFFERS NO
WARRANTIES (WHETHER EXPRESS OR IMPLIED); INDEMNIFICATION; AND/OR
SUPPORT OF ANY KIND WITH RESPECT TO THIRD PARTY MATERIALS, EXCEPT THAT
WE WILL PASS THROUGH TO YOU, IF AND TO THE EXTENT AVAILABLE, ANY
WARRANTIES EXPRESSLY PROVIDED TO US BY THIRD PARTY LICENSORS RELATING
TO  SUCH THIRD  PARTY MATERIALS.

PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS QUARTUS PRIME
VERSION 16.0 STANDARD LICENSE AGREEMENT (THE "QUARTUS AGREEMENT" OR
"AGREEMENT") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE
LICENSED SOFTWARE.   BY: (A) DOWNLOADING, INSTALLING OR USING THE
LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR OTHER FEE TO ALTERA;
OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR, YOU INDICATE YOUR
ACCEPTANCE OF THIS QUARTUS AGREEMENT OR THE AGREEMENT BETWEEN YOU AND
THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU HAVE ACQUIRED THE LICENSE.
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS QUARTUS
AGREEMENT AND YOUR AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR, THIS
QUARTUS AGREEMENT WILL GOVERN AND CONTROL, EXCEPT WITH REGARDS TO
PAYMENT TERMS.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS QUARTUS
AGREEMENT OR THE TERMS OF ANY THIRD PARTY LICENSES, DO NOT DOWNLOAD,
INSTALL, OR USE THE LICENSED SOFTWARE.    IF YOU HAVE ALREADY
DOWNLOADED THE LICENSED SOFTWARE, PLEASE UNINSTALL IT AND IRREVOCABLY
DESTROY IT AND ANY COPIES YOU HAVE MADE AS SOON AS POSSIBLE.  IF YOU
HAVE RECEIVED A COPY OF THE LICENSED SOFTWARE ON A DVD OR OTHER MANNER
THAN ELECTRONIC DOWNLOAD, PLEASE RETURN THE LICENSED SOFTWARE UNUSED
TO ALTERA OR THE ALTERA AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED
THE LICENSE AS SOON AS POSSIBLE.

1.  Definitions.

"Altera" means Altera Corporation, a Delaware corporation with a place
of business at 101 Innovation Drive, San Jose, California 95134 U.S.A.
including its parent company and their respective affiliates, and
subsidiaries worldwide.

"Authorized Distributor" means a reseller, OEM, ODM, or any
distributor or reseller that is authorized by Altera to license the
Licensed Software to end users in a valid agreement entered into
between Altera and such OEM, ODM, reseller or distributor.

"Checkout License" means a time-limited license granted by Altera
associated with an existing Floating License to install and Use the
Licensed Software on a single fixed standalone computer for use by a
single user.  This license shall expire after a specified time, as
designated by Altera.  The total number of Checkout Licenses that may
be granted in relation to a single Floating License may not exceed the
total number of individual Seats associated with such Floating
License.

"Concurrent Users" means the number of simultaneous Users accessing
the Licensed Software.  For example, a 20-use concurrent use license
would allow 20 Users to log in and use the Licensed Software at one
time, but the 21st User attempting to log in would be blocked and
unable to do so until one other User logs out.

"Confidential Information" means and includes, but is not limited to:
(i) the Licensed Software (whether provided in source code or binary
form, including any modifications, derivatives, updates and upgrades
thereto) and the algorithms, concepts, techniques, methods, and
processes embodied therein; (ii) the Licensed Products and all
information and specifications associated therewith; (iii) any
business, marketing, technical, scientific or financial information
disclosed to  You by Altera or an Authorized Distributor; or (iv)  any
information which, at the time of disclosure, is designated in writing
as confidential or proprietary, or similar designation, is disclosed
in circumstances of confidence, or would be reasonably understood by a
person, exercising business judgment, to be confidential.

"Designated Equipment" means the computer system that is owned or
leased by You and operated on Your premises, and identified by a
network interface card ("NIC") or host ID number on which the Licensed
Software is installed and Used, and which has the configuration,
capacity, operating system version level, and pre-requisite
applications described in the Documentation as necessary for the
operation of the Licensed Software, and is designated by the NIC/host
ID in the License Key as the computer system on which the License Key
management software will be installed.

"Devices" means programmable logic devices, including field
programmable gate arrays ("FPGAs") devices, complex programmable logic
devices ("CPLDs"), SoC devices, and/or any other semiconductor devices
designed, developed or manufactured by or on behalf of Altera.

"Documentation" means technical data in human or machine readable form
furnished by Altera which: (i) provides operating instructions for
using the Licensed Software, or (ii) explains the capabilities and
functions of the Licensed Software, and any full or partial copies of
any such technical data.

"Fixed with Companion License" means a license to install: the
Licensed Software on a fixed standalone computer for Use by a single
User, and (ii) the Licensed Software on up to two companion fixed
standalone computers.  Under this license, only one Seat may be used
by a single User at any given time.

"Floating Node Seat" is a license that allows the Licensed Software to
be: (i) installed on and accessed from any number of computers on a
network environment; (ii) Used by the permitted number of Concurrent
Users that is equal to the number of Seats licensed as determined by
the License Key; and (iii) Used for the sole purposes of developing,
programming, synthesizing, testing and verifying designs for Altera
Devices.

"Intellectual Property Rights" means all (i) patents, patent
applications, patent disclosures and inventions (whether patentable or
not); (ii) trademarks, service marks, trade dress, trade names, logos,
corporate names, Internet domain names, and registrations and
applications for the registration for any of them, together with all
goodwill associated with any of them; (iii) copyrights and
copyrightable works (including computer programs and mask works) and
registrations and applications for registration; (iv) trade secrets,
know-how and other Confidential Information; (v) waivable or
assignable rights of publicity, waivable or assignable moral rights;
(vi) unregistered and registered design rights and any applications
for registration; (vii) database rights and all other forms of
intellectual property, such as data; and (viii) any and all similar or
equivalent rights throughout the world.

"Intended Purpose" is defined in Paragraph 5.1 below.

"IP Megafunctions or Components" means one or more design files,
including encrypted net lists, RTL, test vectors, simulation models
(such as VHDL, Verilog HDL, Quartus simulation, Matlab, Simulink,
Verisity Specman, Synopsys Vera, etc.), and other models, which may be
provided either as unencrypted source code, or in encrypted netlist or
encrypted source code format, that are designed to implement or
support the design of at least one logic function into an Altera logic
device.  "IP Megafunctions or Components" includes any modified
versions or updates thereto as may be provided by Altera, in its sole
and absolute discretion, to You under this Agreement.  However, for
purposes of this Agreement, the term "IP Megafunctions or Components"
does not include any software or design files for any MegaCore
functions (including the Nios(R) II embedded processor) which are
covered by and licensed under a separate MegaCore  Agreement.

"License Key" means a FlexNet license key, license file, license
manager, dongle or other key, code or information provided by Altera
that: (i) enables a User to download, install, operate and/or regulate
User access to the Licensed Software; and (ii) describes the version
number of the Licensed Software; and (iii) lists the number of
Concurrent Users authorized to Use the Licensed Software.

"License Period" means the period of time You have Use of the Licensed
Software as governed by the License Key.

"Licensed Software" means the specific software enabled via the
License Key, but does not include Unlicensed Software components,
files, or portions specifically identified as not being included,
licensed or enabled via the License Key.

"Maintenance Expiration Date" is set as twelve (12) months from the
latter of date of license/ license renewal or license activation. The
Maintenance Expiration date for each seat license is noted in the
license key.  Further description is provided in Paragraph 12 below
(Maintenance and Support Services).

"Seat" means the right granted under this Agreement by Altera or under
a license agreement by an Authorized Distributor, to Use the Licensed
Software by a single User in accordance with the terms and conditions
of this Agreement or an Authorized Distributor's license agreement.  A
Seat is either a Floating Node Seat or a Fixed with Companion License,
which is enabled via a License Key.

"Maintenance and Support" means any support or maintenance services
provided to You by Altera, an Authorized Distributor, and/or
authorized Altera representatives in responding to email, telephone,
or other inquiries from You for maintenance, technical, or other
support requests in connection with the Licensed Software.

"Third Party Licenses" is a separate file, header, or release notes
that contains additional terms, conditions or restrictions imposed by
Third Party Licensors.  Such Third Party Licenses will be identified
in a separate list following the MegaCore Agreement.  A hyperlink to
an Altera
database containing the text of all Third Party Licenses may be
accessed by clicking on the applicable line in the Third Party
Licenses document.

"Third Party Licensors" means and includes any third party that
licenses or provides Third Party Materials to Altera.

"Third Party Materials" are materials or components included in the
download or the DVD, as applicable, that include but are not limited
to software, code portions or files owned by Third Party Licensors,
and are provided subject to Third Party Licenses.

"Unlicensed Software" means any Altera computer programs or code in
any format for which You do not hold an active License Key issued by
Altera, including but not limited to any non-subscribed or disabled
features.

"Use" means downloading, installing and copying all or any portion of
the Licensed Software into the Designated Equipment for processing the
instructions contained in the Licensed Software, and/or loading data
into or displaying, viewing or extracting output results from, or
otherwise operating, any portion of the Licensed Software.

"User" means each individual identified by You as a person authorized
to Use the Licensed Software on behalf of and for Your benefit,
including your employees and your contractors.

"You" means an individual, corporation, or any other legal entity to
which Altera or an Authorized Distributor has issued a Seat, or
licensed the Licensed Software, as the case may be.

2.  Grant of License and License Key.

        2.1  Grant of License.  Subject to and conditioned upon Your
compliance with the terms and conditions of this Agreement and any
Third Party Licenses, Altera hereby grants to You a personal,
perpetual (but subject to termination as otherwise described in this
Agreement), worldwide, non-exclusive, non-transferable license with no
right to sublicense, to Use the Licensed Software (and any updates or
upgrades thereof for which You have paid a license fee or other
applicable fee to Altera or an Authorized Distributor) on the terms
and conditions set forth in this Agreement.  You may: (i) use the
Licensed Software on a single computer (or, if You have purchased a
Floating Node Seat, the number of Concurrent Users for which You have
obtained licenses from Altera may use the Licensed Software on
networked workstations); (ii) use the Licensed Software for the sole
purpose of creating, simulating, verifying, placing and routing, and
programming designs on logic devices manufactured by Altera and sold
by Altera or its Authorized Distributors (although if You have
obtained the Licensed Software through Altera's University Program,
You are only permitted to use the Licensed Software for  educational
and academic purposes and cannot use the Licensed Software for any
commercial
purposes); (iii) make one copy of the Licensed Software in any
computer-readable or printed form for back-up or archival purposes, or
as otherwise permitted under this Agreement; and (iv) modify the
Licensed Software, provided all Intellectual Property Rights notices
(including all copyright and restricted rights notices on the Licensed
Software) are included on any modified, merged, or combined portions
of the Licensed Software.  Any copy of the Licensed Software
or portions thereof merged or combined into another program will
continue to be subject to the terms and conditions of this Agreement.
Your end customers may use Altera's logic devices that have been
programmed with the Licensed Software.

        2.2  License Key.  Altera will deliver the License Key to You
after Altera's receipt of all information required to generate the
License Key, including the host identification number for the
designated equipment onto which You will install the License Key
management software.   In accordance with its distribution method,
Altera may include with the Licensed Software additional Unlicensed
Software to which the License Key will not permit access.  Inclusion
of such Unlicensed Software in no way implies a license from Altera to
access or use such Unlicensed Software, and You agree not to access or
Use such Unlicensed Software, unless the License Key specifically
authorizes such access and Use.

        2.3  Transfer of Licensed Software.  The Licensed Software may
be transferred to a third party, provided such third party agrees in
writing to accept the terms and conditions of this Agreement and You
notify Altera in writing of the identity of such third party.   If You
transfer the Licensed Software in accordance with the foregoing, You
must: (i) at the same time either transfer all copies or portions
thereof, whether in printed or in computer-readable form, to such
third party; or (ii) destroy any copies not transferred, including all
portions of the Licensed Software contained or merged into another
program, and certify the same in writing to Altera.

        2.4  Floating Node Seat.  If You have purchased a Floating
Node Seat, You may also copy the Licensed Software onto another
computer (or access it through networked workstations) for use by
another User, but only internally, with any remote access limited
solely to such Users; provided however, that all Users agree to accept
the terms and conditions of this Agreement in writing prior to Using
the Licensed Software.

        2.5  IP Megafunctions or Components License.   IP
Megafunctions or Components are provided to You free of charge, in
source code form, and You may modify, create derivative works of, and
freely distribute any such IP Megafunctions or Components, and any
modifications or derivative works thereof, provided that the IP
Megafunctions or Components may not be used to program any other
devices.

3.  Delivery of Licensed Software.  The Licensed Software will be
delivered electronically, and will be accepted upon delivery.

4.  Designated Equipment.  For all License Key accepted orders, You
will provide Altera with the Designated Equipment's host
identification number, which Altera will include in the applicable
License Key.  Any time that the Designated Equipment is inoperative
due to malfunction, repair, or maintenance, You may submit a request
to change the Designated Equipment and receive a new License Key from
Altera at no additional charge.  Except for such temporary transfer,
You may not transfer or install the License Key on any other server or
relocate the Designated Equipment without the prior written consent of
Altera.   Whenever You receive a new License Key in order to effect a
transfer to new Designated Equipment, You will immediately cease to
use the Licensed Software under the previously issued License Key.
You acknowledge and agree that You will not operate more than the
number of seats of the Licensed Software associated with your License
Key.

5.   Confidential Information.   Confidential Information constitutes
trade secrets and confidential and proprietary information of Altera
and its licensors, and You agree not to access or Use the Licensed
Software, directly or indirectly, except and to the extent expressly
permitted under this Agreement or by applicable law.  Altera and its
licensors retain all rights in and to the Licensed Software and
Documentation, modifications, derivatives, updates, and upgrades, and
all Intellectual Property Rights associated with any of the foregoing.
You agree not to remove,
alter or obscure any copyright, patent, trademark, or any other
proprietary notice in the Licensed Software or Documentation.  No
other rights or licenses are granted by implication, estoppel, or
otherwise, to You or any third party.

        5.1  With respect to Confidential Information, You agree: (i)
to use at least the same degree of care to protect the Confidential
Information as You use with respect to Your own Confidential
Information of similar nature and importance, but in no event less
than a reasonable standard of care, to prevent any Confidential
Information from being disclosed to any third party, except as
otherwise expressly permitted by this Agreement; (ii) not to use or
disclose Confidential Information for any purpose except to the extent
necessary and for the purpose of programming Devices with the Licensed
Software (the "Intended Purpose"); and (iii) to restrict the
disclosure and possession of Confidential Information solely to Your
Users, employees and contractors with a need to know/need to access
the Licensed Software for the Intended Purpose, who agree to be bound
by written confidentiality agreements no less strict than those this
Agreement.  You agree to be liable to Altera for any breaches of this
Agreement by Your Users, employees and contractors.

        5.2  You  will have no obligation of confidentiality with
respect to any Confidential Information to the extent that it is: (a)
already in the public domain or falls into the public domain through
no breach of this Agreement (or any other obligation to Altera) by
You, Your Users, employees, and contractors; (b) already rightfully
known to You, Your Users, employees, and contractors  without any
obligation of confidentiality; (c) is rightfully obtained by You, Your
Users, employees, and contractors from a third party; or (d) developed
independently by Your Users, employees, and contractors  without
breach of any obligations of confidentiality under this Agreement.
With respect to a disclosure required by order of a court or an
authorized government agency, You may disclose  Confidential
Information, provided: (i) that You give prompt written notice of any
such required disclosure to Altera; (ii) You disclose the Confidential
Information only to the extent required by such court or governmental
agency; and (iii) You provide reasonable assistance to Altera in its
efforts to protect the confidentiality of the Confidential Information
required to be disclosed.

        5.3  Notwithstanding anything in this Agreement to the
contrary, You  acknowledge and agree that Altera may disclose Your
identity by name and address and other contact information, and
identify the Licensed Software licensed to You, to the extent required
by Altera's agreements with its licensors and Authorized Distributors.

6.   Restrictions on Use.   You may not use, copy, modify, distribute,
or otherwise transfer the Licensed Software or any portions thereof,
or permit any remote access thereof by any person or entity, except as
expressly provided for in this Agreement.  You shall not use the
Licensed Software to program other devices.   If You transfer
possession the Licensed Software, or any modifications or portions
thereof to another party (except as expressly permitted herein) this
license shall automatically terminate.  You may not decompile,
disassemble, reverse engineer, or otherwise attempt to access the
source code of the Licensed Software or reduce it to a human readable
form ("Reverse Engineer") except as otherwise permitted by applicable
law.  In such case, You may Reverse Engineer, but only after giving
written notice to Altera, and only to the extent permitted by
applicable law.  You may not publish or disclose the results of any
benchmarking or testing of the Licensed Software, or use such results
for Your own software development activities, without the prior
written permission of Altera.

7.  No Other Licenses or Intellectual Property Rights.  The Altera
software licensed under the Agreement (the "Licensed Software") is
protected by copyright law and international treaties.    Other than
the rights expressly granted to You under the Agreement,  Altera and
its licensors retain and own all right, title and interest in and to
the Licensed Software,  including any modifications, derivatives and
updates thereof, and all Intellectual Property Rights in all of
the foregoing.  Nothing in this Agreement shall be construed to: (i)
transfer any rights of ownership and/or interest in and to the
Documentation and Licensed Software or portions thereof, or any
derivative works of the foregoing to You, except as specifically
provided in the Agreement; or (ii) enable You to exercise the rights
granted herein with respect to the Licensed Software with: (a)
products other than Your products; or (b) using the Licensed Software
to program other devices other than a Device.   We expressly reserve
all other rights in and to the Licensed Software, Documentation, and
Intellectual Property Rights associated with any of the foregoing not
expressly granted to You under this Agreement.

 You acknowledge and agree that: (i) this Agreement does not grant You
any right to practice, or any other rights with respect to any patent
of Altera or its licensors.  A separate license agreement from Altera
or its licensors is needed to use or practice any patent of Altera or
its licensors.  You, on behalf of Your affiliates and subsidiaries,
agree not to contend in any context that, as a result of this Quartus
Agreement, Altera or its licensors have any obligation to extend to
You, or  any other third party has obtained any right to, any license,
whether express or implied, with respect to any patent of Altera or
its licensors, for any purpose whatsoever.

8.  Third Party Licensors.  The Licensed Software may contain or
include Third Party Materials licensed or provided to Altera by third
parties (each, a "Third Party Licensor" and collectively, the "Third
Party Licensors") that may be subject to additional terms and
conditions or restrictions imposed by such Third Party Licensors.
Such Third Party Licenses are provided in a separate list following
the MegaCore Agreement.

9.  Term and Termination.  The license is effective until terminated
by either You or Altera, or terminated in accordance with its terms,
whichever occurs first.   You may terminate it at any time by
uninstalling and irrevocably destroying the Licensed Software,
including all modifications, copies,   and all portions of the
foregoing, and certifying to such destruction in a writing signed by
an officer of Your company.   Altera may terminate the license if You
fail to comply with any material term or condition of this Agreement,
including but not limited to Your breach of the license rights granted
to You under this Agreement, or breach of Your  obligations of
confidentiality, and may also terminate the license in accordance with
the terms of the Agreement.

10.  Limited Warranty and Remedies.

     10.1  Limited Warranty.   For a period of ninety (90) days from
the date of Your first receipt from Altera or the Authorized
Distributor of the License Key, as the case may be  (the "Warranty
Period"), Altera warrants to You that: (i) the Licensed Software will
perform substantially in accordance with Altera's Documentation, if
used in full compliance with the terms of this Agreement; and (ii) the
DVD (if applicable) on which the Licensed Software is installed will
be free from defects in materials and workmanship under normal use.
This warranty is personal in nature, provided only to You, and is not
transferable to Your end users, customers, or to any
third party.

     10.2  Exceptions to Warranty.  During the Warranty Period: (i)
Altera (either directly or through its Authorized Distributor, if
applicable) will replace any Licensed Software or DVD not meeting the
foregoing warranty which is returned to Altera or the Authorized
Distributor with adequate proof of purchase; or (ii) if Altera (either
directly or through the Authorized Distributor) is unable to deliver
replacement Licensed Software that performs substantially in
accordance with Altera's Documentation or a DVD that is free of
defects in materials or workmanship, You may terminate this Agreement
by either returning to Altera or irrevocably destroying the Licensed
Software, and providing the certification described in Paragraph 9
above.   Any replacement Licensed Software or DVD will be warranted
for the remainder of the original Warranty Period or thirty (30) days,
whichever is longer.   The foregoing warranty extends only to the
Licensed Software in the form delivered by Altera to You, and not to
any: (a) modifications not made by Altera or its Authorized
Distributor; (b) misuse, abuse, or use of the Licensed Software in a
manner not contemplated by this Agreement; (c) failure to use
compatible Devices as set forth in the Documentation; (d) Third Party
Materials; and (e) any DVD (if applicable) that has been damaged as a
result of accident, misuse, or abuse.

11.  Disclaimer of Warranties.  EXCEPT AS EXPRESSLY SET FORTH ABOVE,
AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS QUARTUS
AGREEMENT, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR
IMPLIED, ARE MADE WITH RESPECT TO THE LICENSED SOFTWARE AND/OR SUPPORT
PROVIDED BY ALTERA, ITS LICENSORS, OR ANY AUTHORIZED DISTRIBUTOR,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NONINFRINGEMENT.  ALTERA, ITS LICENSORS, AND AUTHORIZED DISTRIBUTORS
EXPRESSLY DISCLAIM ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT
LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, AND CONSEQUENTIAL
DAMAGES, SUCH AS EXPENSES, RECALL COSTS, BUSINESS INTERRUPTION
DAMAGES, LOSS OF OR DAMAGE TO INFORMATION, LOSS OF GOODWILL, LOST
PROFITS, LOST SAVINGS, OTHER DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE THE LICENSED SOFTWARE; THAT THE FUNCTIONS CONTAINED
IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS; OR THAT THE
OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-
FREE.   YOU ALSO ASSUME RESPONSIBILITY FOR THE SELECTION OF THE
LICENSED SOFTWARE TO ACHIEVE ITS INTENDED RESULTS AND FOR THE
INSTALLATION, USE, AND RESULTS OBTAINED FROM THE LICENSED SOFTWARE.
YOUR  SOLE REMEDIES AND ALTERA'S, ITS LICENSORS' AND THE AUTHORIZED
DISTRIBUTORS' ENTIRE LIABILITY ARE AS SET FORTH ABOVE.  Some
jurisdictions do not permit the exclusion of implied warranties, so
the above exclusion may not apply to You, but shall be interpreted to
apply to the maximum extent permissible under applicable law.

12.  Maintenance and Support Services.  After expiration of the
Warranty Period, upon payment of the applicable support fee,  Altera
or its Authorized Distributor, as the case may be, will: (i) be
obligated to provide support and maintenance for the Licensed Software
(including bug fixes, error corrections and any other updates) made
generally available by Altera to licensees that purchase support and
maintenance for a period of twelve months from the date of the license
purchase or renewal, or the date of the license activation, whichever
is later; and (ii) use commercially reasonable efforts to respond by
telephone or email to Your inquiries for support for the Licensed
Software.  Any information collected by Altera or the Authorized
Distributor arising from or relating to Your requests for Support,
including but not limited to design files compiled using the Licensed
Software provided by You for purposes of design assistance,
enhancement, and troubleshooting, may be used internally by Altera for
the purpose of improving future versions of the Licensed Software and
developing future products.  Any such information will not be
disclosed by Altera to any third parties other than its subsidiaries,
its Authorized Distributors, its authorized sales representatives, and
to You.

13.  Limitation of Liability.  Under no circumstances shall Altera,
its licensors, or its Authorized Distributor be liable to You, Your
end-users, customers, or to any third party in an amount greater than
One Thousand Dollars ($1,000.00) or the subscription fee paid by You
to Altera or the Authorized Distributor for the Licensed Software
covered by this Quartus Agreement, whichever is less.

14.  Choice of Law/Venue.  This Agreement will be governed by the
internal laws of the State of Delaware, United States of America,
without reference to its choice of laws provisions.   You agree to
submit to the exclusive jurisdiction of the state and federal courts
in the County of Santa Clara, State of California for the resolution
of any dispute or claim arising out of or relating to this Agreement.
The prevailing party in any legal action, settlement or arbitration
arising out of this Agreement shall be entitled to reimbursement for
its expenses, including court costs and reasonable attorneys' fees, in
addition to any other rights and remedies such party may have.

15.  Export Control.  You shall not transfer any Confidential
Information, the Licensed Software, the Documentation or any
modifications or portions of any of the foregoing to any U.S.
sanctioned or embargoed country, or to nationals or residents of such
countries, including but not limited to a foreign national having a
last citizenship or permanent residency of Iran, Lybia, North Korea,
Sudan, or Syria, and/or to any country subject to trade sanctions, as
such list may be revised from time to time; or transfer the Licensed
Software to any party where the end use involves hazardous uses,
including but not limited to nuclear, chemical, and/or biological
weapons, missiles, drones, or space launch systems capable of
delivering such weapons.

16.  U.S. Government Restricted Rights.   You acknowledge and agree
that all software and software-related items licensed to You by Altera
pursuant to this Agreement are "Commercial Computer Software" or
"Commercial Computer Software Documentation" as defined in FAR 12.212
for civilian agencies and  DFARS 227-7202 for military agencies (as
amended) and in the event You are permitted under this Quartus
Agreement to provide such items to the U.S. government, such items
shall be provided under terms that are at least as restrictive as the
provisions of this Quartus Agreement.   The contractor/manufacturer is
Altera Corporation, 101 Innovation Drive, San Jose, CA 95134 and its
licensors.

17.  No Assignment.  You may not sublicense, assign, or transfer the
license rights granted herein, or disclose any trade secrets
associated with the Licensed Software, except as expressly authorized
in this Quartus Agreement.  Any attempt to sublicense, assign, or
transfer any of the rights, duties, or obligations hereunder is void
and shall automatically terminate any licenses and rights granted
under this Quartus Agreement.  Without limiting the foregoing, in the
event of a merger, reorganization, or change in control of fifty
percent (50%) or more of Your equity or voting interest ("Change of
Control") no transfer or assignment (including but not limited to by
operation of law) of this Agreement may be made without Altera's prior
written consent, which consent may be withheld at Altera's sole
discretion.  Altera reserves the right to transfer any and all
information collected by the TalkBack feature from users of the
Licensed Software to a third party in the event that we sell, merge or
transfer all or substantially all of our assets related to the
Licensed Software to such third party.

18.  Access to Information on the ALTERA Cloud Site.  If enabled, all
users have the ability to view the compile data transmitted by logging
into the https://cloud.altera.com ALTERA cloud site with the same user
account specified when enabling the Quartus II notifications feature.
From this site, any users can browse the compile status data, or
delete/purge results as they wish.

19.   TalkBack and Problem Reporter Notice, Consent and Opt-Out.

     19.1  Information Collected and Transmission of Information.
TalkBack is a feature of the Licensed Software that
electronically transmits to Altera various data concerning Your Use of
the Licensed Software.  No actual logic designs or machine-executable
binary form of cores used to program an Altera Device that are
processed with the Licensed Software will be collected or transmitted
with TalkBack. The types of data TalkBack transmits to Altera include:
(i) constraint data (location assignments, clock and timing
requirements and assignments, and any constraints set via the Quartus
II GUI (graphical user interface); (ii) device data (targeted device
and family); (iii) compilation data (device, memory and I/O
utilization, and time of compilation); (iv) design data (the number of
each type of file used, name of top file, intellectual property
cores/MegaCore logic functions used, and intellectual property
parametrization); (v)
Licensed Software tools (synthesis, simulation and timing analysis
tools used, and version and build of the Licensed Software); (vi)
platform data (operating system, speed and number of processors and
main memory); (vii) license file identification number (T-Guard, host
ID, NIC ID or C: drive); (viii) GUI activities and Licensed Software
errors log data (previous exit status); and (ix) help access data.
Altera may correlate the data collected by TalkBack primarily through
the FlexNet License Key to determine Your identity and the identity of
Your Users.

     19.2  Transmission of Information.  TalkBack functions by
bundling the collected data resulting from Your Use of the Licensed
Software and writing it to html and/or xml files which are
electronically transmitted  over the internet to Altera by hypertext
transfer protocol secure post (https).  TalkBack will only maintain up
to fifteen (15) files at any given time (i.e., the last five (5) sent
files and up to ten (10) unsent files).  As new files are created,
prior files (whether or not previously transmitted) will be deleted.
Each saved file will be less than 500 KB in size and can be viewed as
text files found in the temporary directory on Your hard drive
(typically in /tmp, c:/temp, or c:\documents and
setting\username\local settings\temp).  If the https transmission
fails, or an internet connection is not available at the time of the
attempted transmission, the data is stored as an html and/or xml file.

TalkBack will not initiate an internet connection. Once an internet
connection is achieved, the https transmission will be attempted again
upon re-compilation.   Files that have not been successfully
transmitted will be named "quartus_talkback*.xml", while successfully
transmitted files will be renamed as "sent_quartus_talkback*.xml." The
performance of the Licensed Software will not be materially affected
by the operation of TalkBack.

     19.3  Non-disclosure and Protection of Information Collected; Use
of Information.    Altera uses the data received through TalkBack in
order to continuously improve the Licensed Software and other
products, technology and services Altera offers to customers.   This
information will not be used to send You any sales and marketing
communications, and we will only send You such information if You have
previously consented to receive such communications.  Altera uses all
reasonable efforts to maintain the privacy of the data during
transmission and after receipt by Altera through firewalls and other
commonly available physical and technical security measures.  However,
due to technological limitations and the transmission of data through
internet service providers not under contract with Altera, and
the risk of unlawful interceptions and accessing of transmissions
and/or data, Altera cannot guarantee, and You should not expect, that
Your personally-identifiable information and that of Your Users will
be protected or will be maintained with confidentiality at all times.
The information collected by the TalkBack feature will not be
disclosed to any third parties other than Altera's  affiliates and
subsidiaries and the company on behalf of whom You are using the
Quartus Premium software (collectively, "Partners").   In addition to
disclosures to Altera Partners, Altera may disclose data collected by
Talkback related to You and Your Users with or without prior notice,
when Altera reasonably believes applicable law requires such
disclosure, in response to subpoenas or official requests from
governmental or administrative agencies, to protect Altera's business
or systems, or to respond to an emergency.

      19.4      Enabling/Disabling TalkBack.   TalkBack will
collect and provide certain information to Altera.   By downloading,
installing, copying or using the Licensed Software, or by paying a
subscription fee, You hereby agree that you have been fully informed
about the purposes for which your information will be used, and You
give Your consent for Altera to use this information both within and
outside of the European Union for the purposes described in this
TalkBack disclosure notice.  You may disable or enable TalkBack by
running QTB_INSTALL.EXE located in Your Quartus/bin folder.

     19.5       Enabling/Disabling Problem Reporter.   Problem
Reporter will collect and provide certain information to Altera
concerning Your Use of the Licensed Software, in the event of a
software crash.   No logic designs or machine-executable binary form
of cores used to program an Altera Device that are processed with the
Licensed Software will be collected or transmitted with Problem
Reporter. The types of data Problem Reporter transmits to Altera
include: (i) Licensed Software tools (tools used, and version and
build of the Licensed Software); (ii) platform data (operating
system); and (iii) Licensed Software errors log data (previous exit
status).   By downloading, installing, copying or using the Licensed
Software, or by paying a subscription fee, You hereby agree that you
have been fully informed about the purposes for which your information
will be used, and You give Your consent for Altera to use this
information both within and outside of the European Union for the
purposes described in this Problem Reporter disclosure notice.  You
may disable or enable Problem Reporter at any time by making the
appropriate setting in the Quartus Premium "Options > Internet
Connectivity" dialog box in the Quartus Premium software graphical
user interface.

20.  General Terms.  This Quartus Agreement is entered into for the
benefit of Altera, its licensors and Authorized Distributors, and all
rights granted to You and all obligations owed to Altera, its
licensors and the Authorized Distributors shall be enforceable by
Altera, its licensors and the Authorized Distributors.  No
modification of this Quartus Agreement will be binding unless in
writing and signed by authorized representatives of each party.  If
any of the provisions of this Quartus Agreement are found to be in
violation of applicable law, void, or unenforceable, then such
provisions shall be deemed to be deleted from the Quartus Agreement,
but the remaining provisions of the Quartus Agreement shall remain in
full force and effect.  If You have any questions concerning this
Quartus Agreement, including questions relating to software
maintenance or warranty service, please contact Intel Corporation, 101
Innovation Drive, San Jose, CA 95134.

By downloading, installing, copying or using the Licensed Software, or
by paying a subscription or other applicable fee, You acknowledge that
You have read this Quartus Agreement, understand it, and agree to be
bound by its terms and conditions.   You further agree that the
Quartus Agreement is the complete and entire agreement between You and
Altera with respect to the subject matter hereof.  No statements,
promises or representations have been made by one party to the other,
or are relied upon by either party when entering into this Quartus
Agreement.  All prior and contemporaneous discussions and
negotiations, whether verbal or written, are merged into and
superseded by the Quartus Agreement.   No entity or person not a party
hereto shall have any interest under this Quartus Agreement, or be
deemed to be a third party beneficiary of the Quartus Agreement.   If
the Agreement terminates for any reason, all definitions in this
Agreement and the rights, obligations, and restrictions under
Paragraphs 1
(Definitions); 5 (Confidential Information; 6 (Restrictions on Use); 7
(No Other Licenses or Intellectual Property Rights); 8 (Third Party
Licensors); 10 (Limited Warranty and Remedies); 11 (Disclaimer of
Warranties); 13 (Limitation of Liability); 14 (Choice of Law/Venue);
15 (Export Control); 16 (U.S. Government Restricted Rights); 17 (No
Assignment); and 20 (General Terms) shall survive termination of this
Agreement.


END OF QUARTUS PRIME, VERSION 16.0 LICENSE AGREEMENT

**********************************************************************
***************************************

MEGACORE(R) FUNCTION VERSION 16.0 LICENSE AGREEMENT


Copyright (C) 2016 Intel(R) Corporation.   Megacore, Intel(R),
Altera(R) and the Intel and Altera logos are trademarks of Intel
Corporation in the U.S. and other countries.  Any other trademarks and
trade names referenced here are the property of their respective
owners.

PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS MEGACORE
FUNCTION LICENSE AGREEMENT (THE "MEGACORE AGREEMENT" OR "AGREEMENT")
CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE LICENSED
SOFTWARE.   BY: (A) DOWNLOADING, INSTALLING, COPYING OR USING THE
LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR OTHER FEE TO ALTERA;
OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR, YOU INDICATE YOUR
ACCEPTANCE OF THIS MEGACORE AGREEMENT.  IN THE EVENT OF ANY
INCONSISTENCY BETWEEN THE TERMS OF THE MEGACORE AGREEMENT AND YOUR
AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR, THIS MEGACORE AGREEMENT WILL
GOVERN AND CONTROL, EXCEPT WITH REGARDS TO PAYMENT TERMS.

Certain files, programs, or other materials provided in connection
with the Licensed Software may originate or contain components from
Third Party Licensors and are licensed to You pursuant to the terms of
the applicable Third Party License appearing upon activation or
installation of the Licensed Software, and/or are contained or
described in associated release notes, header source files, or other
documentation.  Any such additional terms, and conditions or
restrictions will also be listed in a separate list added at the end
of this MegaCore Agreement (the "Third Party Licenses).  You agree to
carefully review and fully comply with the terms of such Third Party
Licenses.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT,
AS BETWEEN YOU AND ALTERA, AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, ALL SUCH THIRD PARTY LICENSES SHALL BE SUBJECT TO
SECTION 5.3 (DISCLAIMER OF WARRANTIES), SECTION 10 (LIMITATION OF
LIABILITY) AND SECTION 11.6 (GOVERNING LAW/VENUE).  ALTERA OFFERS NO
WARRANTIES (WHETHER EXPRESS OR IMPLIED); INDEMNIFICATION; AND/OR
SUPPORT OF ANY KIND WITH RESPECT TO THIRD PARTY MATERIALS, EXCEPT THAT
WE WILL PASS THROUGH TO YOU, IF AND TO THE EXTENT AVAILABLE, ANY
WARRANTIES EXPRESSLY PROVIDED TO US BY THIRD PARTY LICENSORS RELATING
TO SUCH THIRD  PARTY MATERIALS.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS MEGACORE
AGREEMENT OR THE TERMS OF ANY OF ITS THIRD PARTY LICENSES, DO NOT
DOWNLOAD, COPY, INSTALL OR USE THE LICENSED SOFTWARE. IF YOU HAVE
ALREADY DOWNLOADED THE LICENSED SOFTWARE, PLEASE UNINSTALL IT AND
IRREVOCABLY DESTROY ANY COPIES YOU HAVE MADE AS SOON AS POSSIBLE.  IF
YOU HAVE RECEIVED A COPY OF THE LICENSED SOFTWARE ON DVD OR OTHER
MANNER THAN ELECTRONIC DOWNLOAD, PLEASE RETURN THE LICENSED SOFTWARE
UNUSED TO ALTERA OR THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED
THE LICENSE AS SOON AS POSSIBLE.

1.  Definitions.

"Altera" means Altera Corporation, including its parent company, and
their respective affiliates and subsidiaries worldwide.

"Authorized Contractors" means a person, company, or other entity
that: (i) provides design, testing, or integration services for You,
provided such integration services shall be performed solely for
implementation within Devices; and who is (ii) is subject to a written
confidentiality agreement protecting Altera's Confidential Information
with restrictions no less restrictive than those contained in this
MegaCore Agreement, and You will enforce such agreement in the same
fashion as You would enforce Your own confidentiality agreements of
similar nature and importance, but in no event will You use less than
a reasonable standard.  Any access to or use of the Licensed Software
or the Licensed Products by the Authorized Contractor is subject to
the following:  (a) such access and/or use shall be for Your sole
benefit; (b) a breach of the MegaCore Agreement or the terms of any
other Altera agreement by the Authorized Contractor shall be deemed to
be a breach of such agreement(s) by You, and You will be liable for
any acts or omissions of the Authorized Contractor;  (c) You shall
ensure that in no event will any such Authorized Contractor be a
competitor of Altera.

"Authorized Distributor(s)" means a reseller, OEM, ODM, or any other
distributor that is authorized by Altera to license the Licensed
Software in a valid agreement entered into between Altera and such
reseller or distributor.

"Checkout License" means a time-limited license granted by Altera
associated with an existing Floating License to install and Use the
Licensed Software on a single fixed standalone computer for use by a
single User.  This license shall expire after a specified time as
designated by Altera.  The total number of Checkout Licenses that may
be granted in relation to a single Floating License may not exceed the
total number of individual Seats associated with such Floating
License.

"Concurrent Users" means the number of simultaneous users accessing
the Licensed Software.  For example, a 20-seat concurrent use license
would allow 20 Users to log in and use the Licensed Software at one
time, but the 21st User attempting to check in would be blocked and
unable to do so until one other User checks out.

"Confidential Information" means and includes, but is not limited to:
(i) the Licensed Software (whether provided in source code or binary
form, including any modifications, derivatives, updates and upgrades
thereto) and the algorithms, concepts, techniques, methods and
processes embodied therein; (ii) the Licensed Products and all
information and specifications associated therewith; (iii) any
business, marketing, technical, scientific, or financial information
disclosed to You by Altera or an Authorized Distributor; or (iv)  any
information which, at the time of disclosure, is designated in writing
as confidential or proprietary, or similar designation, is disclosed
in circumstances of confidence, or would be reasonably understood by a
person, exercising business judgment, to be confidential.

"Designated Equipment" means the computer system that is owned or
leased by You and operated on Your premises and identified by a
network interface card ("NIC") or host ID number on which the Licensed
Software is installed and Used, and which has the configuration,
capacity, operating system version level, and pre-requisite
applications described in the Documentation as necessary for the
operation of the Licensed Software, and is designated by the NIC /host
ID in the License Key as the computer system on which the License Key
management software will be installed.

"Derivative Works" means any derivatives or modifications of the
Licensed Software created by You or by a third party on Your behalf,
including: (i) for copyrightable or copyrighted material, any
translation, abridgement, revision or other form in which an existing
work may be recast, transformed or adapted; (ii) for work protected by
topography or mask rights, any translation, abridgement, revision or
other form in which an existing work may be recast, transformed or
adapted; (iii) for patentable or patented material, any improvements;
and (iv) for materials  protected by trade secret, any new material
derived from or employing such trade secret.

"Devices" means programmable logic devices, including field
programmable gate arrays ("FPGAs") devices or complex programmable
logic devices ("CPLDs") structured application specific integrated
circuit devices, and/or any other semiconductor devices designed,
developed or manufactured by or on behalf of Altera.

 "Fixed with Companion License" means a license to install: (i) the
Licensed Software on a fixed standalone computer for Use by a single
User; and (ii) the Licensed Software on up to two companion fixed
standalone computers.  Under this license, only one Seat may be used
by a single User at any given time.

 "Floating Node Seat" is a license that allows the Licensed Software
to be: (i) installed on and accessed from any number of computers on a
network environment; (ii) Used by the permitted number of Concurrent
Users that is equal to the number of Seats licensed as determined by
the License Key; and (iii) Used for the sole purposes of developing,
programming, synthesizing, testing and verifying designs for Altera
Devices.

"Intellectual Property Rights" means all: (i) patents, patent
applications, patent disclosures and inventions (whether patentable or
not); (ii) trademarks, service marks, trade dress, trade names, logos,
corporate names, Internet domain names, and registrations and
applications for the registration for any of them, together with all
goodwill associated therewith; (iii) copyrights and copyrightable
works (including computer programs and mask works) and registrations
and applications for registration; (iv) trade secrets, know-how and
other such Confidential Information; (v) waivable or assignable rights
of publicity, waivable or assignable moral rights; (vi) unregistered
and registered design rights and any applications for registration;
(vii) database rights and all other forms of intellectual property,
such as data; and (viii) any and all similar or equivalent rights
throughout the world.

"License Key" means a FlexNet license key, license file, license
manager, dongle or other key, code or information provided by Altera
that: (i) enables a User to download, install, operate and/or regulate
User access to the Licensed Software; and (ii) describes the version
number of the Licensed Software and (iii) lists the number of
Concurrent Users authorized to Use the Licensed Software.

"License Period" means the period of time You have Use of the Licensed
Software as governed by the License Key.

"Licensed Software" means: (i) the applicable MegaCore Function; (ii)
any format test benches (if applicable) and/or suite of test vectors
(if applicable); and (iii) the Specification (if applicable) related
to the foregoing, that is enabled via the License Key, but Licensed
Software does not include Unlicensed Software components, files, or
portions specifically identified as not being included, licensed or
enabled via the License Key.

"Licensed Products" means any Device(s) in which the Licensed
Software, in whole or in part (or as modified by You or an Authorized
Contractor) are incorporated or implemented pursuant to the provisions
of this MegaCore Agreement.

"Maintenance Expiration Date" is set as 12 months from the latter of
date of license/ license renewal and license activation.  The
Maintenance Expiration date for each seat license is noted in the
License Key.  Further description is provided in Section 8.1 below.

"MegaCore Function" means one or more design files, including
encrypted netlists, RTL, test vectors, simulation models (such as VHDL
, Verilog HDL, Quartus simulation, Matlab, Simulink, Verisity,
Specman, Synopsys, Vera, etc.) and other models, each of which may be
provided in either as unencrypted source code or object code formats,
or in encrypted  netlist or encrypted source code formats, and memory
controllers provided in source code format, where each is designed to
implement or supports the design of a specific function into a Device,
together with any updates Altera may provide to You pursuant to this
MegaCore Agreement, except for components, files, or portions that are
subject to any license agreement(s) set forth in any Third Party
Licenses document or file.

"OpenCore Plus Evaluation Mode" means a limited licensing feature
offered by Altera that permits free evaluation of a MegaCore Function
upon installation and prior to payment of a licensing fee.

"Seat" means the right granted under this Agreement by Altera to Use
the Licensed Software by a single User in accordance with the terms
and conditions of this Agreement or an Authorized Distributor's
license agreement.  A Seat is either a Floating Node Seat or a Fixed
with Companion License, which is enabled via a License Key.

"Specification" means technical data in human or machine readable form
furnished by Altera which: (i) provides operating instructions for
using the Licensed Software, or (ii) explains the capabilities and
functions of such items, and any full or partial copies of any such
technical data.

"Support" means any support or maintenance services provided to You by
Altera, an Authorized Distributor, and/or authorized Altera
representatives in responding to email, telephone, or other inquiries
from You for maintenance, technical, or other support requests in
connection with the Licensed Software or the Licensed Products.

"Third Party Licenses" is a separate file, header, or release notes
that contains additional terms, conditions or restrictions imposed by
Third Party Licensors.  Such Third Party Licenses will be identified
in a separate list at the end of this MegaCore Agreement describing
each Third Party License.   A hyperlink to an Altera database
containing the text of all Third Party Licenses may be accessed by
clicking on the applicable line in the Third Party Licenses
document.

"Third Party Licensors" means and includes any third party that
licenses or provides Third Party Materials to Altera.

"Third Party Materials" are materials or components included in the
download or the DVD (as applicable) that include but are not limited
to software, code portions or files owned by Third Party Licensors,
and are provided subject to Third Party Licenses.

"Unlicensed Software" means any Altera computer programs or code in
any format for which You do not hold an active License Key issued by
Altera, including but not limited to any non-subscribed or disabled
features.

"Use" means downloading, installing, using and copying all or any
portion of the Licensed Software into the Designated Equipment for
processing the instructions contained in the Licensed Software, and/or
loading data into or displaying, viewing or extracting output results
from, or otherwise operating, any portion of the Licensed Software in
accordance with the rights granted under this MegaCore Agreement.

"User" means an individual identified by You as a person authorized to
Use the Licensed Software on behalf of and for Your sole benefit.

"You" means an individual, corporation or other legal entity to which
Altera or an Authorized Distributor has issued a Seat or licensed the
Licensed Software, as the case may be.

2.   Grant of License, Restrictions and Limitations.

        2.1  Altera License.  Subject to and conditioned upon Your
compliance with the terms and conditions of this Agreement, including
payment of the applicable license fee (unless You are using the
Licensed Software through the OpenCore Plus Evaluation Feature) Altera
hereby grants to You a personal, worldwide, non-exclusive, non-
transferable, perpetual (but subject to termination as otherwise
described in this Agreement), royalty-free  license with no right to
sublicense under Altera's copyright and trade secret rights embodied
in and to the Licensed Software to Use the Licensed Software during
the License Period solely to:

                (a)     design with, parameterize, compile, route, and
generate programming files and netlists with the Licensed Software,
solely for implementation in Devices, provided You have: (i) obtained
from Altera a Fixed with Companion License or Checkout License; or
(ii) if You have purchased a Floating License, multiple users on
networked workstations up to the number of Concurrent Users for which
You have obtained licenses from Altera;

        (b)    program Devices with the Licensed Software;

                (c)     exercise the rights granted in Sections (a)
and (b) of this Section 2.1 through Authorized Contractors;

        (d)     install the Licensed Software on one (1) or more
computers, as specified in the Fixed with Companion License, Floating
License, or Checkout License (as applicable) that You have obtained
from Altera, in accordance with the provisions of this Section 2.1;

        (e)   except as otherwise provided in Section 2.2 (Use
Restrictions) below, You may manufacture or have manufactured, market,
offer for sale, sell, or otherwise distribute or have distributed
Your products containing one or more Licensed Software; and

         (f)   subject to Altera's prior written approval, upon the
negotiation of a mutually acceptable agreement and your payment to
Altera of license fees and royalties, You may incorporate the Licensed
Software within the approved ASIC for a specific project.

        2.2    Use Restrictions.  No right is granted under this
Agreement to use the Licensed Software or any machine-executable,
binary form of a core used to design, develop, or program other
devices.   However, You may port ASIC designs to Devices for the sole
purposes of prototyping and verification.  Altera specifically
disclaims any liability for results obtained when using the Licensed
Software to program other devices.  Additionally, You may not: (i)
modify or synthesize any simulation model output files generated from
or resulting from the Licensed Software;  (ii) Use, and shall prevent
any third parties or Authorized Contractors from using the Licensed
Software to program programmable logic devices, field programmable
gate arrays ("FPGAs") application specific integrated circuits
(ASICs), application specific standard products, or any other
integrated circuit products designed or manufactured by any company or
entity other than Altera; and, except as otherwise permitted under
this Agreement, You may not sublicense or transfer the Licensed
Software and any rights granted to You under this Agreement.   If You
transfer possession or control of the Licensed Software (including any
modifications or portions thereof) or transfer any rights granted
under this Agreement to a third party, this license shall
automatically terminate without notice. You may not decompile,
disassemble, reverse engineer, or otherwise attempt to access or
derive the source code of the Licensed Software, or any algorithms,
concepts, techniques, methods or processes embodied therein, or reduce
the source code of the Licensed Software  to a human readable form
("Reverse Engineer") except as otherwise permitted in this Agreement,
or as permitted by applicable law.   In such case, You may Reverse
Engineer, but only after giving written notice to Altera, and only to
the extent permitted by the Agreement or applicable law.  You may not
publish or disclose the results of any benchmarking or testing of the
Licensed Software or portions thereof, or use such results for Your
own competing software development activities, without the prior
written permission of Altera.

        2.3.  OpenCore Plus Evaluation License.   Notwithstanding
anything to the contrary in Section 2.1 above, if You are using the
Licensed Software through the OpenCore Plus Evaluation Feature, Your
license is more limited than the license granted by Altera in Section
2.1 of this MegaCore Agreement.   Altera grants to You a temporary,
limited, nonexclusive, nontransferable, single Concurrent User right
and license to: (i) evaluate the logic designs of Devices by
performing the following functions:  design entry, timing, place and
route, compilation and verification of logic designs for Devices; and
(ii) evaluate the hardware in Devices  by programming the MegaCore
Function into such Devices, but only for so long as the Devices are
continuously connected via a programming cable to a host development
computer that is running the Altera development tool programmer
software.   Otherwise, the Licensed Software will operate for a
predetermined amount of time, after which the Licensed Software is
automatically disabled and will be inoperable.  Certain features and
functions of the Licensed Software may be disabled by Altera during
the OpenCore Plus evaluation.  In no event will Altera be held liable
for any damages or losses to You or any third party resulting from the
automatic disabling of any MegaCore functions obtained through
Altera's Opencore Plus evaluation license.

       2.4.  Reservation of Rights.  Except for the licenses expressly
granted to You in this Section 2, no other licenses are granted to
You by implication, estoppel, or otherwise, and all rights not
expressly granted to You in this Section 2 are reserved by Altera.

       2.5. Delivery of Licensed Software.  The Licensed Software will
be delivered electronically, and will be accepted upon delivery.   You
may copy the Licensed Software solely for back-up or archival
purposes, and may use the Licensed Software over a network.

       2.6. License Key.  Altera will deliver the License Key to You
after Altera's receipt of all information required to generate the
License Key, including the product name and quantity of Seats licensed
for the designated server or computer onto which You will install the
License Key management software.   In accordance with its distribution
method, Altera may include with the Licensed Software additional
Unlicensed Software to which the License Key will not permit access.
Inclusion of such Unlicensed Software in no way implies a license from
Altera to access or use such Unlicensed Software, and You agree not to
access or use such Unlicensed Software, unless the License Key
specifically authorizes such access and use.

       2.7  Intellectual Property Rights Notices.  Any copies of the
Licensed Software made by or for You shall include all intellectual
Property Rights notices.  You will not, and shall cause Your
Authorized Contractors and its customers and/or end users not to,
remove any Altera Intellectual Property Rights notices or other
proprietary markings from the Licensed Software.  Any copy of the
Licensed Software or portions thereof, including but not limited to
any modified versions, Derivative Works, any portion merged into a
design, and/or any design or product that incorporates all or any
portion of the Licensed Software, will continue to be subject to the
terms and conditions of this Agreement.

       2.8  Feedback.  If You provide to Altera any comments or
suggestions with respect to the modification, correction, improvement,
or enhancement of: (i) the Licensed Software or portions thereof; (ii)
any Confidential Information disclosed by Altera to You; or (iii)
Licensed Products that may embody such Confidential Information
(collectively, the "Feedback") then You agree to grant and hereby
grant to Altera a nonexclusive, irrevocable, perpetual, worldwide,
royalty-free, fully paid up right and license under any Intellectual
Property Rights You may have in and to the Feedback, including but not
limited to the following rights: (a) create Derivative Works of the
Feedback; (b) modify, enhance, and customize the Feedback; (c)
sublicense the Feedback to Altera licensees and customers; and (d)
market, perform, copy, have copied, make, have made, Use, offer to
sell, sell, and otherwise distribute Altera's and Your sublicensees'
products including or embodying Feedback in any manner and via any
media Altera chooses.

       2.9. No Other Licenses or Grant of Intellectual Property
Rights.  Except as provided in this Agreement, neither party grants to
the other party, either directly or indirectly, by implication, or by
way of estoppel, any license or any other rights under such party's
Intellectual Property Rights.   You acknowledge and agree that: (i)
this Agreement does not grant to You any right to practice, or any
other right at all with respect to, any patent of Altera or its
licensors, and a separate license agreement from Altera or its
licensors is needed to use or practice any patent of Altera or its
licensors.  You, on behalf of Your Users, affiliates and subsidiaries,
agree not to contend in any context that, as a result of this
Agreement, either Altera or its licensors have any obligation to
extend, or You, Your Users or any other party has obtained any right
to, any license, whether express or implied, with respect to any
patent of Altera or its licensors, for any purpose whatsoever.

3.  Ownership and Future Development.

     3.1.  Ownership of Licensed Software.  As between You and Altera,
You acknowledge and agree that Altera and its licensors have and shall
have exclusive ownership of all worldwide right, title and interest in
and to the Licensed Software and all Intellectual Property Rights and
industrial rights associated therewith, including but not limited to
enhancements, corrections, improvements, modified versions, or
Derivative Works of all the foregoing, in whole or in part, whether
developed or co-developed by Altera, or developed or co-developed by
You pursuant to this MegaCore Agreement. To assist Altera in
perfecting its ownership rights in and to the intellectual property
described in this Section 3.1, You agree to assign and hereby do
assign to Altera all Intellectual Property Rights that You may
otherwise have acquired in and to the intellectual property described
in this Section 3.1,  and You  agree to assist and cooperate with
Altera in all reasonable respects in: (i) any actions to establish,
transfer, or maintain such ownership rights, including executing any
documents associated therewith; and (ii) actions of enforcement of
such ownership rights.  To the extent that any rights You may have
acquired cannot be assigned under applicable law (for example, moral
rights) You agree to waive and hereby waive any and all rights related
to the Intellectual Property Rights described in this Section 3.1,
including without limitation any and all rights of identification of
authorship and any and all rights of approval, restrictions or
limitation on use, or subsequent modification.

       3.2.  You recognize and acknowledge that Altera is or may be
independently developing for commercial use products that may be
complementary to or competitive with Your products and may in future
independently develop products that may compete with Your products.
Nothing in this Agreement shall limit Altera's independent development
and marketing or distribution of any products or systems, provided
such independent development is accomplished without use of Your
confidential information.  The existence of this MegaCore Agreement
shall not prevent Altera from undertaking discussions with third
parties, including Your competitors.

4.      Confidential Information.  The Confidential Information
constitutes trade secrets and confidential and proprietary information
of Altera and its licensors, and You agree not to access or Use the
Licensed Software or portions thereof, directly or indirectly, except
and to the extent expressly permitted under this Agreement or by
applicable law.   Altera and its licensors retain all rights in and to
the Licensed Software, modifications, derivatives, updates, and
upgrades, and all Intellectual Property Rights associated with any of
the foregoing.  No other rights or licenses are granted by
implication, estoppel or otherwise, to You or any third party.

        4.1  With respect to Confidential Information, You  agree: (i)
to use at least the same degree of care as You use with respect to
Your own Confidential Information of similar nature and importance,
but in no event less than a reasonable standard of care, to prevent
any Confidential Information from being disclosed to any third party,
except as otherwise permitted by this Agreement; (ii) not to use or
disclose Confidential Information for any purpose except to the extent
necessary and for the purpose of programming Devices with the Licensed
Software (the "Intended Purpose"); and (iii) to restrict the
disclosure and possession of Confidential Information solely to those
of Your Users, employees and Authorized Contractors with a need to
know/need to access for the Intended Purpose, who agree to be bound by
written confidentiality agreements no less strict than those contained
in this Agreement.  You agree to be liable to Altera for any breaches
by Your Users, employees and Authorized Contractors of the
confidentiality obligations in this Section 4.1.

        4.2  You will have no obligation of confidentiality with
respect to any Confidential Information to the extent that it is: (a)
already in the public domain or falls into the public domain through
no breach of this Agreement (or any other obligation to Altera) by
You, Your employees, Your Users, and Authorized Contractors; (b)
already rightfully known to You, Your employees, Your Users and
Authorized Contractors  without any obligation of confidentiality; (c)
is rightfully obtained by You, Your employees, Your Users and
Authorized Contractors from a third party with no obligation of
confidentiality; or (d) developed independently by You, Your
employees, Your Users and Authorized Contractors without breach of
Your obligation of confidentiality under this Agreement.   With
respect to a disclosure required by order of a court or an authorized
government agency, You may disclose  Confidential Information,
provided that: (i) You give prompt written notice of any such required
disclosure to Altera; (ii) You disclose the Confidential Information
only to the extent required by such court or governmental agency; and
(iii) You provide reasonable assistance to Altera in its efforts to
protect the confidentiality of the Confidential Information required
to be disclosed.

        4.3  Notwithstanding anything in this Agreement to the
contrary, You agree that Altera may disclose Your identity by name and
address and contact information, and identify the Licensed Software
licensed to You, to the extent required by Altera's agreement with its
licensors and Authorized Distributors.

5.   Limited Warranty and Disclaimer of Warranties.

        5.1  Limited Warranty.   Unless You are using the Licensed
Software through the OpenCore Plus Evaluation Feature (in which case
the limited warranty described in this Section 5 will not apply, and
the Licensed Software is provided to You on an "AS-IS", "with all
faults", and on a "no warranty" basis)  Altera warrants that, until
the Maintenance Expiration Date (the "Warranty Period"), the Licensed
Software will conform to the Specifications in all material respects
if used in compliance with the terms and conditions of this Agreement.
This warranty is personal to You, and is not transferable to you
affiliates, subsidiaries, end-user customers or to any third party.
If the Licensed Software does not materially conform to its
Specifications, You agree to promptly notify Altera in writing of such
alleged nonconformance, and provide sufficient details or evidence to
allow Altera to reproduce the alleged defect or nonconformance.
Altera shall have no obligation to remedy any nonconformance or defect
it cannot replicate. During the Warranty Period, Altera may, at
Altera's sole option: (i) replace any Licensed Software not meeting
the foregoing warranty (either directly or through its Authorized
Distributor) provided the Licensed Software is returned to Altera or
the Authorized Distributor with adequate proof of purchase; or (ii) if
Altera is unable to remedy the defect or nonconformance after
reasonable commercial efforts, Altera may elect to refund to You the
license fee actually paid for the Licensed Software during the
previous twelve (12) months.  Any replacement Licensed Software will
be warranted for the remainder of the original Warranty Period or
thirty (30) days, whichever is longer.   Your sole remedy, and
Altera's sole obligation for a breach of the warranty in this Section
5.1 shall be replacement or the refund specified in
subsections (i) and (ii) above.  If Altera refunds the license fee in
accordance with subsection (ii) above, Your license and any rights
granted to You under this Agreement will terminate immediately, and
You agree to irrevocably destroy the nonconforming Licensed Software
including any copies thereof and portions thereof incorporated into a
design or product, and certify in writing of its destruction to
Altera.

        5.2  The foregoing warranty in Section 5.1 extends only to the
Licensed Software in the form delivered by Altera and its Authorized
Distributors to You, and not to any: (a) modifications not made by
Altera or its Authorized Distributor; (b) misuse, abuse, or use of the
Licensed Software outside its Intended Purpose; (c) failure to use
compatible Devices as set forth in the Specifications; or (d) Third
Party Materials.

        5.3.  Disclaimer of Warranties.  THE FOREGOING WARRANTIES ARE
IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
THE LICENSED SOFTWARE OR SUPPORT SERVICES, INCLUDING BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED
WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE.  ALTERA DOES NOT WARRANT THAT THE
FUNCTIONS IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT
THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-
FREE, AND DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE
LICENSED SOFTWARE FOR ACCURACY, RELIABILITY, OR OTHERWISE.  ALTERA
EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED IN THIS
AGREEMENT.   EXCEPT AND TO THE EXTENT OTHERWISE PROVIDED UNDER THIS
AGREEMENT, YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE LICENSED SOFTWARE AND ANY DESIGN OR PRODUCT IN
WHICH THE LICENSED SOFTWARE MAY BE USED, INCLUDING, WITHOUT
LIMITATION, ANY LICENSED PRODUCTS.  No representation or other
affirmation of fact, including but limited to statements regarding
capacity, suitability for use or performance of the Licensed Software,
whether made by Altera employees or otherwise, shall be deemed to be a
warranty for any purpose or give rise to any liability of Altera
whatsoever.   Some jurisdictions do not allow the exclusion of implied
warranties, so the above exclusions may not apply to You but shall be
interpreted to apply to the maximum extent permissible under
applicable law.

6.      Third Party Licensors.  The Licensed Software may contain or
include Third Party Materials licensed or provided to Altera by Third
Party Licensors which may be subject to additional terms and
conditions or restrictions imposed by such Third Party Licensors in a
separate license agreement (the "Third Party Licenses").   Such Third
Party Licenses will be identified in a separate file, header, or
release notes.   A hyperlink to an Altera database containing
the text of all Third Party Licenses may be accessed by clicking on
the applicable line in the Third Party Licenses document following
this MegaCore Agreement.  With respect to the Third Party Materials
that are not governed by a separate Third Party License, the Third
Party Licensors of such Third Party Materials are intended third party
beneficiaries of the terms of this Agreement.

7.    Term and Termination.

        7.1  Term.  This Agreement will commence when you download and
install the Licensed Software, and will remain in effect unless
terminated by either party, or terminated in accordance with its
terms, whichever occurs first.

        7.2  Termination.  If the Licensed Software is licensed for
evaluation purposes as described in Section 2.3 of this MegaCore
Agreement, then this Agreement and the rights granted hereunder will
automatically terminate in accordance with Section 2.2 above, or upon
notice by Altera.  Additionally, Altera may terminate this Agreement
in accordance with its terms.  You may terminate this MegaCore
Agreement at any time by uninstalling and irrevocably destroying the
Licensed Software, including all modifications, copies, and all
portions of the foregoing, and certifying to such destruction in a
writing signed by an officer of Your company.   Altera may terminate
the license immediately if You or an Authorized Contractor fail to
comply with any material term or condition of this Agreement,
including but not limited to Your or an Authorized Contractor's breach
of the license rights granted in this Agreement, breach of Your or an
Authorized Contractor's obligation of confidentiality, or if You: (i)
cease to do business or terminates its business operations; or (ii)
become insolvent or seek protection under any bankruptcy or
liquidation or similar proceedings, or make an assignment of all or a
majority of Your assets for the benefit of creditors.

        7.3  Effect of Termination.   Upon termination of this
Agreement for any reason, the licenses and any rights granted under
this Agreement shall terminate, and You agree to irrevocably destroy,
and shall cause any of Your employees and Authorized Contractors to
irrevocably destroy, the Licensed Software and all portions thereof in
Your possession or under Your control (including any portions thereof
merged into a design or Licensed Product not already distributed), and
certify to such destruction in writing to Altera.   You shall not
continue to use the Licensed Software or any portion thereof in
development after termination of the Agreement, but You may keep a
single copy of the Licensed Software solely for archival purposes, or
to provide support to end users or customers.

8.   Maintenance and Support.

        8.1  Unless You have licensed the Licensed Software through
the OpenCore Plus Evaluation Feature, Altera will provide support and
maintenance for the Licensed Software until the date listed in the
license file for a particular MegaCore Function in the format
"YYYY.MM" (the "Maintenance Expiration Date").   After expiration of
the Warranty Period, upon payment of the applicable support fee Altera
or its Authorized Distributor, as the case may be, shall: (i) be
obligated to provide Support for the Licensed Software (including bug
fixes, error corrections and any other updates made generally
available by Altera to licensees that purchase support and
maintenance) for a period of 12 months from the date of the license
purchase or renewal, or the date of the license activation, whichever
is later; and (ii)  use commercially reasonable efforts to provide to
You fixes to defects in the Licensed Software that cause the Licensed
Software not to conform in all material respects with the
Specifications that are diagnosed as non-conformances, and are capable
of replication by Altera; (iii) provide to You fixes and other updates
to the Licensed Software that Altera, in its sole discretion, chooses
to make generally available to its licensees without a separate
charge; and (iv) respond by telephone or email to Your inquiries for
support.

        8.2   Exclusions.   Altera is not and shall not be obligated
to provide any maintenance or support for Licensed Software obtained
through the OpenCore Plus Evaluation Feature.  Except as otherwise
described in Section 8.1 above, Altera will not have any obligation to
provide any
maintenance, support, or training, or to provide any error
corrections, updates, upgrades, new versions, other modifications, or
enhancements to the Licensed Software, Devices, or any Licensed
Products.   You will be responsible, at Your own expense, for
providing technical support and training to Your customers and any
other end users of the Licensed Software or Licensed Products, and
Altera will have no obligation to support any of the foregoing.  You
will be solely responsible for, and Altera shall have no obligation to
honor, any warranties that You may provide to Your customers or to any
other end users of the Licensed Products.

9.   Indemnification.

        9.1  Subject to the provisions of this Agreement, and provided
You have not acquired the Licensed Software through the OpenCore Plus
Evaluation License (in which case Altera is not obligated to provide
any defense or indemnification),  Altera will defend You from and to
the extent based on a claim by a third party that the Licensed
Software, in the form delivered by Altera or its Authorized
Distributor and used by You in accordance with this Agreement,
infringes a third party's United States or European Union copyright,
trade secret or trademark, and will pay any damages finally awarded as
a result of the claim or amount agreed to by Altera as part of a
settlement, provided that: (i) You notify  Altera promptly in writing
of any such claim, and (ii) reasonably cooperates, at Altera's
expense, in the defense or settlement of such claim.  Altera shall
have sole authority to control the defense and all related settlement
negotiations, but You will have the right to be represented by its own
attorney, at its sole expense.   The foregoing indemnity  does not
extend to claims resulting from:  (a) any modifications of the
Licensed Software by a party other than Altera and its Authorized
Distributors; (b) use of the Licensed Software outside the scope of
the licenses granted under this Agreement; (c) the combination or use
of the Licensed Software with other products, software components or
systems, to the extent that the claim of infringement results from
such combination or use; (d) the use of other than the most recent
version of the Licensed Software, if the infringement claim would have
been avoided by use of the most recent version of Licensed Software;
(e) any requirements specified by You; (f) any unauthorized use of the
Licensed Software, to the extent Altera has indicated in the
Specifications that third-party licenses may be required to use such
Licensed Software; or (g) any third party products, software,
components, systems, or materials.

        9.2  Remedies.  If, in Altera's judgment, the Use and/or
licensing of the Licensed Software is likely to be enjoined by a
court, Altera shall, at its option and expense (but subject to the
terms and conditions of this Agreement) either: (i) procure the right
to allow You the continued rights to use the Licensed Software; or
(ii) replace or modify the Licensed Software so that it becomes non-
infringing, provided that the replacement or modified version
substantially meets the Specifications applicable to the original
Licensed Software.  If Altera is unable, after exercising reasonable
commercial efforts, to obtain such license or provide such replacement
or modification, Altera may in its sole discretion terminate this
Agreement, in which case You agree to irrevocably destroy the Licensed
Software, including all copies and portions thereof in any form
(including any portions thereof merged into a design or a product that
has not been distributed), and certify the same in writing to Altera.
Altera will refund the license fee paid during the previous one (1)
calendar year for such Licensed Software.   Upon performance by Altera
of the remedies above, the liability of Altera for such alleged
infringement shall terminate with respect to all damages arising from
or relating to such alleged infringement after the date of Altera's
performance.   Sections 9.1 and 9.2 of the Agreement state Altera's
entire liability, and Your  sole and exclusive remedies, with regards
to infringement claims.

10.   Limitation of Liability.

        10.1 OpenCore Plus Evaluation License Limitation of Liability.
YOU UNDERSTAND AND AGREE THAT THE LICENSED SOFTWARE MAY BE FUNCTION-,
TIME-, OR CLOCK CYCLE LIMITED, AND THEREFORE YOU ACKNOWLEDGE AND AGREE
THAT IN NO EVENT WILL ALTERA BE HELD LIABLE FOR ANY DAMAGES, LOSSES,
COSTS, LIABILITIES OR EXPENSES TO YOU OR TO ANY THIRD PARTY ARISING
FROM OR RELATING TO THE AUTOMATIC DISABLING OF ANY LICENSED SOFTWARE
FUNCTIONS OBTAINED THROUGH THE OPENCORE PLUS EVALUATION LICENSE.

        10.2 No Indirect Damages.  TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ALTERA, ITS LICENSORS OR
AUTHORIZED DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY
INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OF
ANY KIND OR NATURE INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS
OR INACCURACY OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES IN CONNECTION WITH THE SUBJECT MATTER OF THIS
AGREEMENT OR USE OF THE LICENSED SOFTWARE, IN WHOLE OR IN PART, UNDER
ANY THEORY OF LIABILITY, EVEN IF SUCH LOSSES WERE REASONABLY
FORESEEABLE OR ALTERA HAS BEEN ADVISED OF THE POSSIBILITY OF
OCCURRENCE OF SUCH DAMAGES.

        10.3  Damages Cap.  IN NO EVENT SHALL ALTERA'S TOTAL AGGREGATE
LIABILITY UNDER THIS  AGREEMENT EXCEED THE LICENSE FEE ACTUALLY PAID
BY  YOU TO ALTERA FOR THE SPECIFIC LICENSE GIVING RISE TO THE CLAIM
FOR THE PRECEDING ONE (1) YEAR PERIOD.

        10.4  Failure of Essential Purpose.  WITHOUT LIMITING THE
FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO
THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A
LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF
DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF
ANY OTHER SUCH PROVISION.   FURTHER, IN THE EVENT THAT ANY REMEDY
HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL
LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN
EFFECT, TO THE MAXIMUM EFFECT PERMITTED BY APPLICABLE LAW.

        10.5  Hazardous Applications and Uses.  THE LICENSED SOFTWARE
IS NOT INTENDED OR DESIGNED TO BE FAIL- SAFE FOR USE IN ANY
APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS LIFE SUPPORT,
SAFETY OR MEDICAL DEVICE SYSTEMS, NUCLEAR FACILITIES, OR ANY OTHER
APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE
PROPERTY OR ENVIRONMENTAL DAMAGE (COLLECTIVELY, "HAZARDOUS
APPLICATIONS").  THE LICENSED SOFTWARE IS ALSO NOT DESIGNED OR
INTENDED FOR USE WITH ANY APPLICATIONS THAT CONTROL VEHICLES OR
AIRCRAFT.  YOU AGREE THAT PRIOR TO USING OR DISTRIBUTING ANY SYSTEMS
DEVELOPED BY USE OF THE LICENSED SOFTWARE OR THAT INCORPORATE A
PORTION OF THE LICENSED SOFTWARE, TO THOROUGHLY TEST SUCH SYSTEMS FOR
SAFETY PURPOSES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
YOU ASSUME ALL RISK AND LIABILITY FOR ANY HAZARDOUS APPLICATIONS AND
USES IN APPLICATONS THAT CONTROL VEHICLES OR AIRCRAFT.

        10.6  Altera is willing to enter into this Agreement only in
consideration of and in reliance of the terms and conditions contained
herein limiting Altera's exposure to liability.  Such provisions
constitute an essential part of the bargain underlying this Agreement
and have been reflected in the consideration hereto.  The parties
understand and agree that the exclusion of warranties, limitation of
liability, and the limitation of remedies allocate risks between the
parties as authorized under applicable law.

        10.7  NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF
LIABILITY IN THIS SECTION 10 WILL NOT APPLY WITH RESPECT TO DEATH,
SERIOUS BODILY INJURY, OR DAMAGE TO PERSONAL PROPERTY RESULTING FROM A
PARTY'S GROSS NEGLIGENCE OR FRAUDULENT OR INTENTIONAL MISCONDUCT.

11.   General Terms and Conditions.

        11.1  General Terms.  This Agreement is entered into for the
benefit of Altera, its licensors, and Authorized Distributors, and all
rights granted to You, Your Users, and Authorized Contractors, and
Your obligations owed to Altera and the Authorized Distributors, shall
be
enforceable by Altera, its licensors and the Authorized Distributors.
No modification of this Agreement will be binding unless in writing
and signed by authorized representatives of each party.   If any of
the provisions of this Agreement are in violation of applicable law,
void, or unenforceable, then such provisions shall be deemed to be
deleted from the Agreement, but the remaining provisions shall remain
in full force and effect.  If You have any questions concerning this
Agreement, including questions relating to software maintenance or
warranty service, please contact Altera Corporation, 101 Innovation
Drive, San Jose, CA 95134.

        11.2  By downloading, installing, copying or using the
Licensed Software, or by paying a license or other applicable fee, You
acknowledge that You have read this Agreement, understand it, and
agree to be bound by its terms and conditions.   You further agree
that the Agreement is the complete and entire agreement between You
and Altera with respect to the subject matter hereof.   No statements,
promises or representations have been made by one party to the other,
or are relied upon by either party when entering into this Agreement.
All prior and contemporaneous discussions and negotiations, whether
verbal or written, are merged into and superseded by the Agreement.
No entity or person not a party hereto shall have any interest under
this Agreement, or be deemed to be a third party beneficiary thereof.

        11.3  Audit Rights.   You agree to keep complete and accurate
books and records which confirm Your compliance with the terms and
conditions of this Agreement.  Altera shall have a right to audit Your
facilities and records, provided that such audit: (i) shall be
conducted at reasonable times, upon reasonable prior written notice;
and (ii) shall not unreasonably interfere with Your normal business
operations.  This Section 11.3 shall survive for three (3) years after
expiration or termination of this Agreement.

        11.4  No Assignment.  The license and rights granted to You
hereunder are personal in nature.  You may not sublicense, delegate,
assign, or otherwise transfer this Agreement or
any of the rights or obligations contained therein.  Any attempt to do
so will be void and shall have no force and effect, and shall
immediately terminate all licenses and rights granted under this
Agreement.  Without limiting the foregoing, in the event of a merger,
reorganization, or change in control of fifty percent (50%) or more of
Your equity or voting interest ("Change of Control") no transfer or
assignment (including but not limited to by operation of law) of this
Agreement may be made without Altera's prior written consent, which
consent may be withheld at Altera's sole discretion.

        11.5  Export Control.  The Licensed Software, technical data,
any products developed with or utilizing the Licensed Software,
Confidential Information, or any modifications or portions thereto
(collectively, the "Exported Software")  is subject to U.S. and may be
subject to non-U.S. export control laws and regulations.  You may not
export, re-export, transfer or otherwise distribute the Exported
Software in violation of the export control laws and regulations of
U.S. or non-U.S. laws and regulations, as may be amended from time to
time.   It is Your responsibility, at Your sole expense, to obtain all
approvals, licenses and consents required from any government entity
prior to any export or re-export of the Exported Software for any
reason.

        11.6  Governing Law/Venue.  This Agreement will be governed by
the laws of the State of Delaware, United States of America, without
reference to its choice of laws provisions.   You agree to submit to
the exclusive jurisdiction of the state and federal courts in the
County of Santa Clara, State of California for the resolution of any
dispute or claim arising out of or relating to this Agreement.  The
prevailing party in any legal action, settlement or arbitration
arising out of this Agreement shall be entitled to reimbursement for
its expenses, including court costs and reasonable attorneys' fees, in
addition to any other rights and remedies such party may have.

        11.7  U.S. Government Restricted Rights.   You acknowledge and
agree that all software and software-related items licensed by Altera
pursuant to this Agreement are "Commercial Computer Software"  or
"Commercial Computer Software Documentation" as defined in FAR 12.212
for civilian agencies and  DFARS 227-7202 for military agencies (as
amended) and in the event You are permitted under this Agreement to
provide such items to the U.S. government, such items shall be
provided under terms that are at least as restrictive as the
provisions of this Agreement.   The Contractor/manufacturer is Altera
Corporation, 101 Innovation Drive, San Jose, CA 95134.

        11.8  Survival.  If the Agreement terminates for any reason,
all definitions in this Agreement and the rights, obligations, and
restrictions under Sections 1 (Definitions); 2.3 (Reservation of
Rights) 2.6 (Intellectual Property Rights Notices); 2.9 (No Other
Licenses or Grant of Intellectual Property Rights); 3 (Ownership and
Future Development); 4 (Confidential Information); 5.3 (Disclaimer of
Warranties); 6 (Third Party Licensors); 7.3 (Effect of Termination); 9
(Indemnification); 10 (Limitation of Liability); and 11 (General Terms
and Conditions) shall survive termination of the Agreement.

[END OF MEGACORE FUNCTION V. 16.0 LICENSE TERMS AND CONDITIONS]


===================================================================

THIRD-PARTY LICENSES

NOTE: The following third-party licenses and notices represent each
third-party contributor's use requirements for Your usage of any third-
party software incorporated into or provided in conjunction with the
Altera product(s) licensed under the Altera Software License Agreement
("Agreement").  The provisions contained in each such license apply
only to the respective Third-Party Components (as such term is defined
in the Agreement) and not to any Altera products licensed to You.

Quartus Prime THIRD-PARTY LICENSES
------------------------------------------------------------------
1. Liberation Fonts 2.00.1 (SIL Open Font License, Version 1.1)
2. Alphanum 1.0 (libpng/zlib License)
3. AngularJS 1.0.8 (MIT License)
4. AngularJS 1.2.0 (MIT License)
5. Apache Xerces C++ 2.6 (Apache v. 2.0 license)
6. autopep8 0.9.7 (MIT License)
7. Base64 decoder 1.0 (Zlib License)
8. boost 1.53.0 (MIT-style License)
9. boost 1.53.0 (MIT-style License)
10. Bootstrap components for AngularJS 0.10.0 (MIT License)
11. Bootstrap components for AngularJS 0.6.0 (MIT License)
12. Bottle 0.12.7 (MIT License)
13. buddy 2.2 (BSD-style License)
14. bwidget 1.4.1 (BSD-style License)
15. Cajun 2.0.1 (3 Clause BSD License)
16. CherryPy 3.5.0 (3 Clause BSD License)
17. Cygwin 1.7.32 (GPL v. 3.0)
18. D3.js: Data-Driven Documents 2.10.3 (3 Clause BSD Licens)
19. D3.js: Data-Driven Documents 3.0.0 (3 Clause BSD Licens)
20. Django 1.6 (3 Clause BSD License)
21. Editline Library (libedit) 0:42:0 (NetBSD License)
22. Eigen3 3.2.1 (Mozilla Public License Version 2.0)
23. Flake8 2.1.0 (MIT License)
24. GD 2.0.34 (BSD-style License)
25. Google Mock and Google Test 1.7 (BSD 3 Clause License)
26. gzip 1.3.12 (GPL v. 2.0 License)
27. HTTP-Parser 2.1 (MIT License)
28. IBM.ICU 4.4.2 (IBM ICU License and additional Third Party terms)
29. ICU 3.4 (IBM License and additional third party terms)
30. INCR TCL 4.0 (BSD-Style License)
31. javasysmon 0.3.5 (BSD 2 Clause License)
32. jdbc sqlite 20120209 (Apache v. 2.0 license)
33. jpeg 6b (Indedendent JPEG Group License)
34. jQuery 1.11.3 (MIT License)
35. jQuery 1.9.1 (MIT License)
36. jQuery UI 1.10.2 (MIT License)
37. jQuery UI Layout Plug-in 1.3.0.rc30.79 (MIT License, GPL v.3 License)
38. JRE Java SE 6 (Oracle Binary Code License)
39. LIBCURL 7.36.0 (MIT/X Derivative License)
40. Libelf 0.8.10 (LGPL v. 2.1 License)
41. Liberty Parser 2.6 (SYNOPSYS Open Source License Version 1.0)
42. libpng 1.2.18 (Libpng License)
43. lpsolve 5.5.0.10 (LGPL v 2.1 License)
44. make 3.81 (GPL v. 2.0 License)
45. McCabe 0.2.1 (MIT License)
46. metis 4.0.1 (GPL v. 2.0 License)
47. MINISAT 2 2.2.0 (MIT License)
48. mongoose 3.8 (MIT License)
49. Normalize.css 2.1.3 (MIT License)
50. OpenSSL 1.0.1h (BSD-style License)
51. OpenSSL 1.0.1m (BSD-style License)
52. Peewee 2.1.6 (MIT License)
53. pep8 1.4.6 (MIT License)
54. Perl 5.8.8 (GPL v. 1.0 or the Artistic License)
55. PicNet Table Filter  (MIT License)
56. Protobuf 2.5.0 (BSD 3 Clause License)
57. psutil 1.2.1 (3 Clause BSD License)
58. pyflakes 3.2.2 (MIT License)
59. Python 3.3.0 (PSF License for Python 3.3.0)
60. pyzeromq 14.0.0 (Modified BSD License)
61. Requests 2.3.0 (Apache v. 2.0 license)
62. setuptools 2.0 (PSF or ZPL License)
63. superlu 2.2.0 (BSD 3 Clause License)
64. systemc 2.1 (SystemC Open Source License v. 3.3)
65. Tablelist 5.5 (MIT style license)
66. TableSorter 2.7.3 (MIT License, GPL v. 3.0 Licenses)
67. tbb 4.2.2 (GPL v.2.0 License)
68. TCL-TK 8.6 (BSD-style License)
69. tcldom 3.0 (BSD Style License)
70. tcllib 1.11 (BSD 4 Clause License)
71. tclsoap 1.6.7 (MIT License)
72. tclxml 3.2 (BSD style License)
73. TinyXml 2.6.2 (zlib License)
74. tktable 2.10 (Tcl/Tk license)
75. TLS 1.6 (BSD License)
76. Tufao 0.8 (LGPL v. 2.1 License (library) (documentation and examples under MIT License))
77. Twitter Bootstrap 2.3.1 (Apache v. 2.0 License)
78. Twitter Bootstrap 2.3.2 (Apache v. 2.0 License)
79. Twitter Bootstrap version 3.0.3 (Apache v. 2.0 License)
80. Twitter Bootstrap version 3.3.6 (MIT License)
81. Underscore.js 1.4.4 (MIT License)
82. unzip 6.00 (BSD Style Info-Zip License)
83. xmlgen 1.4 (Apache v. 2.0 license)
84. ZeroMQ 4.0.3 (LGPL v. 3 License)
85. ZLIB 1.2.3 (Zlib License)

MegaCore (IP) THIRD-PARTY LICENSES
------------------------------------------------------------------
1. antlr 2.7.2 (BSD 4 Clause License)
2. antlr 4.5.1 (BSD 3 Clause License)
3. appframework 1.03 (LGPL v. 2.1 License)
4. asm 3.1 (BSD 3 Clause License)
5. avi2raw 1.1 (Mozilla Public License v. 1.1)
6. beansbinding 1.2.1 (LGPL v. 2.1 License)
7. JGoodies Binding 2.0.6 (BSD 3 Clause License)
8. binutils 2.25 (GPL v. 2 License)
9. boost 1.38.0 (MIT-style License)
10. castor 1.0.3 (Apache v. 2.0 and Intalio BSD-style Licenses)
11. castor 1.2 (Apache v. 2.0 and Intalio BSD-style Licenses)
12. checker-framework 1.8.7 (GPL v. 2 License)
13. checkstyle 4.2 (LGPL v. 2.1 License)
14. cli 1.1 (Apache v. 2.0 License)
15. cobertura 1.8 (GPL v. 2 License)
16. commons-beanutils 1.6 (Apache v. 1.1 License)
17. commons-collection 3 (Apache v. 2.0 License)
18. commons-digester 1.5 (Apache v. 1.1 License)
19. commons-lang 3.1 (Apache v. 2.0 License)
20. commons-logging 1.1 (Apache v. 2.0 License)
21. commons-logging 1.2 (Apache v. 2.0 License)
22. commons-math 3.5 (Apache v. 2.0 License)
23. commons-pool 1.2 (Apache v. 2.0 License)
24. DockingFrames 1.1.2p12c (LGPL v. 2.1 License)
25. eclipse-cpp-kepler-SR2 4.3.2 (Eclipse Public License v 1.0)
26. expat 2.0.1 (MIT License)
27. expat 2.1.0 (MIT License)
28. explicitlayout 3.0 (LGPL v. 2.1 License)
29. forms_rt 6.0 (Apache v. 2.0 License)
30. gcc 5.2 (GNU Free Documentation v. 1.3 GPL License)
31. gdb 7.10 (GPL v. 3 License)
32. gmp 5.0.5 (LGPL v. 3 License)
33. gnu 1.2.5 (GPL v. 2 License)
34. guava-libraries 15.0 (Apache v. 2.0 License)
35. hamcrest 1.3 (BSD 3 Clause License)
36. jacl 1.3.2a (Jacl Software License)
37. jacoco 0.6.3 (Eclipse Public License v 1.0)
38. jaxb-ri 2.2.7 (CDDL v. 1.1; GPL v. 2 Classpath Exception)
39. jaxb-xew-plugin 1.4 (LGPL v. 3 License)
40. jaxb2-basics-annotate 1.0.1 (BSD 2 Clause License)
41. jaxb2-basics-tools 0.9.0 (BSD 3 Clause License)
42. jaxen 1.1.1 (BSD 3 Clause License)
43. jaxen 1.1.6 (BSD 3 Clause License)
44. jaxen 1.3 (BSD 4 Clause License)
45. jcommon 1.0.16 (LGPL v. 3 License)
46. JDOM 1 (BSD-style License)
47. JFreeChart 1.0.13 (LGPL v. 3 License)
48. JGraphX 2.2.0.2 (BSD 3 Clause License)
49. jline 2.12 (BSD 3 Clause License)
50. jsap 2.0a (LGPL v. 2.1 License)
51. jsr173 1.0 (Apache v. 2.0 License)
52. junit 3.8.1 (Common Public License v. 1.0)
53. junit 4.0 (Common Public License v. 1.0)
54. junit 4.1 (Common Public License v. 1.0)
55. l2fprod 7.3 (Apache v. 2.0 License)
56. libstdc v3 (GPL v. 3 License)
57. looks 2.0.1 (BSD 2 Clause License)
58. make 3.81 (GPL v. 2 License)
59. miglayout15 3.0.3 (BSD 2 Clause License)
60. miglayout 4.0 (BSD)
61. mpc 1.0.1 (LGPL v. 3 License)
62. mpfr 3.1.0 (LGPL v. 3 License)
63. mpfr 3.1.1 (LGPL v. 3 License)
64. mpir 2.2.1 (LGPL v. 3 License)
65. mydoggy 1.4.2 (LGPL v. 3 License)
66. netbeans-swing-outline 6.9 (LGPL v. 2.1, GPL v. 2.0, and CDDL v. 1 Licenses plus Classpath Exception)
67. newlib 2.1.0 (Red Hat and BSD 3 Clause Licenses)
68. OpenCL 1.1 (MIT License)
69. powermock 1.5 (Apache v. 2.0 license)
70. quickserver 1.4.7 (LGPL v.2.1 License)
71. stlport 7.1 (Stlport License)
72. swingworker 3 (MPL v. 1.1 and LGPL v. 2.1 Licenses)
73. symphony 5.4.5 (Eclipse Public License v. 1.0)
74. systemc 2.2.0 (SystemC Open Source License v. 3.3)
75. velocity 1.4 (Apache v. 2.0 License)
76. wraplf 0.2 (Apache v. 2.0 License)
77. xalan 1.2.2 (Apache v. 2.0 License)
78. xerces 2.3.0 (Apache v. 1.1 License)
79. xmlbeans 2.2.0 (Apache v. 2.0 License)
