BY DOWNLOADING, COPYING, INSTALLING, OR USING THE SOFTWARE, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT.

ON Semiconductor
AP1302 ISP Firmware License Agreement

IMPORTANT - READ BEFORE DOWNLOADING, COPYING, INSTALLING, OR USING.

DO NOT USE OR INSTALL THIS SOFTWARE UNTIL YOU (THE "LICENSEE") HAVE CAREFULLY READ THE
FOLLOWING TERMS AND CONDITIONS. BY DOWNLOADING, COPYING, INSTALLING, OR USING THE
SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO SO AGREE, DO
NOT DOWNLOAD, COPY, INSTALL, OR USE THE SOFTWARE.

If you agree to this AP1302 ISP Firmware License Agreement ("Agreement") on behalf of a company,
you represent and warrant that you have authority to bind such company to this Agreement, and your
agreement to these terms will be regarded as the agreement of such company. In that event,
"Licensee" herein refers to such company.  This Agreement is a legal contract between Licensee and
Semiconductor Components Industries, LLC a Delaware limited liability company (d/b/a ON
Semiconductor) having a place of business at 5005 E. McDowell Road, Phoenix, Arizona 85008, U.S.A.,
("ON SEMICONDUCTOR").

In consideration of the premises, covenants and representations set forth herein, License agrees to be
legally bound as follows:

1.	 Delivery of Software.   Licensee agrees that it has received a copy of the Software (defined in
Exhibit A) for the purpose of enabling Licensee to incorporate the functionality of such Software into
Licensee Products (defined in Exhibit A) for use only with ON Semiconductor Products (defined in
Exhibit A). Licensee agrees that the delivery of the Software does not constitute a sale and the
Software is only licensed.

2.           License.

2.1         License Grant.
a)	ON Semiconductor hereby grants to Licensee a fully paid-up, royalty-free, non-exclusive, non-
transferable license to: (i) use the Software with Xilinx SOM Starter Kits; (ii) use the Software with
Licensee Products solely for the purpose of enabling such Licensee Products to operate or interface
with ON Semiconductor Products; (iii) distribute the Software only in a format which is executable by a
machine and not human-readable, to Licensee's third party end-user customers ("Customers") for use
by such Customers strictly in conjunction with Licensee Products and solely for the purpose of enabling
such Licensee Products to operate or interface with ON Semiconductor Products; and (iv) copy the
Software as necessary for such use.
b)	Licensee may only distribute the Software in binary form: (i) embedded in a Licensee Product,
or (ii) under the terms and conditions of this AP1302 ISP Firmware License Agreement by including a
copy of this Agreement with Licensee's distribution of the Software.
c)	Notwithstanding anything herein to the contrary, no license or right of any kind is granted
herein by ON Semiconductor (or its licensors/suppliers) to Licensee to disclose, distribute or otherwise
provide the Software in source code format (i.e. customarily read and edited by humans), or register
transfer level code (i.e. code written in a hardware description language), to Licensee's customers or to
any third party-end user.
d)	Licensee agrees that it shall not take any actions whatsoever that could or would cause the
Software or any portion thereof to become subject to the GNU General Public License (GPL), GNU
Lesser General Public License (LGPL), Mozilla Public License (MPL), Artistic License, Apache License, Q
Public License, IBM Public License, or any other open source license requiring the distribution of the
Software or any part thereof in any format.
e)	Licensee shall retain, and shall require any third parties to retain, all copyright and other notices
within the Software.
f)	The Software is licensed for use only with the ON Semiconductor Products.  Use of the Software
with non-ON Semiconductor Products is not licensed hereunder.
2.2         Ownership; No Implied Licenses. Subject to the licenses expressly granted herein by ON
Semiconductor to Licensee, ON Semiconductor (and/or its licensors/suppliers) retains all rights, title
and interest in and to the Software and all patents, copyrights, trademarks, trade secrets, and all other
proprietary or intellectual rights therein. ON Semiconductor (and/or its licensors/suppliers) reserves all
rights not expressly granted hereunder, and there are no implied licenses granted by ON
Semiconductor hereunder. Certain elements of the Software may be provided in files/data formatted
for use with or by certain third party software/tools/products. No licenses or rights to any such third
party software/tools/products are granted to Licensee by ON Semiconductor. Licensee shall ensure
that it has obtained all necessary licenses and rights to use any such third party
software/tools/products which are necessary in order to utilize the Software.

2.3         Restrictions. Except as expressly permitted in this Agreement, Licensee shall not use, copy or
distribute the Software. The Software is the confidential information of ON Semiconductor (and/or its
licensors/suppliers). Except as expressly permitted in this Agreement, Licensee shall not disclose, or
allow access to, the Software to any third party. Licensee shall not itself and shall restrict Customers
from: modifying, creating a derivative work of, decompiling, disassembling or reverse-engineering the
Software (or any part thereof).

2.4         Licensee acknowledges and agrees that Licensee is solely and wholly responsible and liable
forthe Licensee Products, and any and all other products and/or services of Licensee, including without
limitation, with respect to the installation, manufacturing, testing, distribution, use, support and/or
maintenance of any of the foregoing.

3.          Warranty Disclaimer.  THE SOFTWARE IS PROVIDED BY ON SEMICONDUCTOR TO LICENSEE
HEREUNDER "AS IS" AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER.
WITHOUT LIMITING THE FOREGOING, ON SEMICONDUCTOR (AND ITS LICENSORS/SUPPLIERS) HEREBY
DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES IN RELATION TO THE SOFTWARE, ANY
MODIFICATIONS, OR THIS AGREEMENT,  WHETHER  EXPRESS,  IMPLIED,  STATUTORY  OR  OTHERWISE,
INCLUDING WITHOUT LIMITATION ANY AND ALL REPRESENTATIONS AND WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE
ARISING FROM A COURSE OF DEALING, TRADE USAGE, TRADE CUSTOM OR TRADE PRACTICE.

4.         No Support Obligation.  Licensee acknowledges and  agrees that  ON Semiconductor  (and  its
licensors/suppliers) has no and shall have no obligation or responsibility whatsoever under this
Agreement to provide to Licensee, Customers, or any third party, any maintenance, support or
assistance ("Support"), including without limitation in relation to the Software or Licensee Products,
and ON Semiconductor (and its licensors/suppliers) cannot and shall not be held liable or responsible
to Licensee, Customers, or any third party for the failure to provide any such Support. Licensee is and
shall be solely responsible and liable for any Licensee Products, and for testing the Software and
Licensee Products, and for testing and implementation of the functionality of the Software with the
Licensee Products.

5.           Term and Termination.

5.1         Term. This Agreement shall commence as of the first date the Software is used by Licensee and
shall remain in effect for three (3) years from such date, unless earlier terminated as provided for
herein. Thereafter, this Agreement shall renew automatically for additional one (1) year periods unless
terminated by either party hereto with no less than sixty (60) days written notice of non-renewal to the
other party prior to the end of the then current annual term.

5.2         Termination by ON Semiconductor. ON Semiconductor shall have the right to terminate this
Agreement upon written notice to Licensee for any reason or if: (i) Licensee commits a material breach
of this Agreement and does not cure or remedy such breach within thirty (30) days after receipt of
written notice of such breach from ON Semiconductor; or (ii) Licensee uses the Software outside of the
scope of the Agreement; (iii) Licensee breaches its confidentiality obligations hereunder; or (iv)
Licensee becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding
relating to insolvency, receivership, liquidation, or composition for the benefit of creditors if such
petition or proceeding is not dismissed with prejudice within sixty (60) days after filing.

5.3         Effect of Termination/Expiration. The following Sections of this Agreement shall survive the
termination or expiration of this Agreement for any reason: 2.1, 2.2, 2.3, 2.4, 3, 4, 5, 7, 8, 9, 10, 11 and
12. Any Software or modified Software used or copied pursuant to this Agreement prior to the
effective date of such termination or expiration of this Agreement, shall not be effected solely by
reason of such termination or expiration of this Agreement. Upon the effective date of termination of
this Agreement, all licenses granted to Licensee hereunder shall terminate and Licensee shall cease all
use, copying, modification and distribution of the Software and shall promptly either destroy or return
to ON Semiconductor all copies of the Software in Licensee's possession or under Licensee's control.
Within 30 days after the termination of the Agreement, Licensee shall furnish a statement certifying
that all Software and related documentation have been destroyed or returned to ON Semiconductor.

6.           Export. Licensee agrees that it shall comply fully with all relevant and applicable export laws
and regulations of the United States or foreign governments ("Export Laws") to ensure that neither the
Software, nor any direct product thereof is: (i) exported directly or indirectly, in violation of Export
Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws, including without
limitation nuclear, chemical or biological weapons proliferation.

7.           Limitation of Liability.  ON SEMICONDUCTOR (AND ITS LICENSORS/SUPPLIERS) SHALL NOT BE
RESPONSIBLE OR LIABLE UNDER ANY CIRCUMSTANCES OR ANY LEGAL THEORY, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY LOST
REVENUE OR PROFITS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR FOR ANY DIRECT,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER
ARISING OUT OF OR RELATING TO THE SOFTWARE, MODIFICATIONS, OR THIS AGREEMENT, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY
LAW.  ON SEMICONDUCTOR'S TOTAL LIABILITY FOR ANY AND ALL COSTS, DAMAGES, CLAIMS,
INDEMNIFICABLE CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR PRODUCTS SUPPLIED BY THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT
PAID BY LICENSEE TO ON SEMICONDUCTOR IN CONNECTION WITH THE SOFTWARE TO WHICH LOSSES
OR DAMAGES ARE CLAIMED.

8.         Indemnification. Licensee acknowledges and agrees that Licensee is solely and wholly
responsible and liable for any and all modifications to the Software, Licensee Products, and any and all
of Licensee's other products and/or services, including without limitation, with respect to the
installation, manufacturing, testing, distribution, use, support and/or maintenance of any of the
foregoing. Licensee shall, at Licensee's sole expense, defend, indemnify and hold harmless ON
Semiconductor and its subsidiaries and affiliates from and against any and all claims, demands, suits,
actions, and proceedings ("Claim(s)"), and all related damages, costs, and expenses (including
reasonable attorneys fees), arising from, related to or in connection with any modifications, Licensee
Products, and the Software in combination with modifications and/or Licensee Products, including
without limitation, in relation to product liability or infringement of third party rights. ON
Semiconductor shall: (a) notify Licensee promptly upon learning of such a Claim; (b) give Licensee
reasonable information and assistance regarding such Claim; and (c) tender to Licensee authority to
direct the defense of such Claim, including negotiation of any settlement in relation thereto, provided
however that Licensee shall not enter into any such settlement without ON Semiconductor's express
prior written consent, which consent shall not be unreasonably withheld.

9.         Publicity.   Licensee agrees that it shall not issue any press releases containing, nor advertise,
reference, reproduce, use or display, ON Semiconductor's name or any ON Semiconductor trademark
without ON Semiconductor's express prior written consent in each instance; provided, however, that
Licensee may indicate that the Licensee Product is interoperable with ON Semiconductor Products in
product documentation and collateral material for the Licensee Product.

10.          Performance Comparisons.  Licensee shall not distribute externally or disclose to any
Customer or to any third party any reports or statements that directly compare the speed,
functionality or other performance results or characteristics of the Software with any similar third
party products without the express prior written consent of ON Semiconductor in each instance;
provided, however, that Licensee may disclose such reports or statements to Licensee's consultants (i)
that have a need to have access to such reports or statements for purposes of the license grant of this
Agreement, and (ii) that have entered into a written confidentiality agreement with Licensee no less
restrictive than the confidentiality obligations contained herein.

11.         Miscellaneous.

11.1       Governing Law.  This Agreement shall be governed by the laws of the State of New York, and
applicable U.S. federal law, without giving effect to conflict of law or to choice of law principles, and
excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods, if
applicable.

11.2       Assignment.  Neither this Agreement, nor any of the rights or obligations herein, may be
assigned or transferred by Licensee without the express prior written consent of ON Semiconductor,
and any attempt to do so in violation of the foregoing shall be null and void. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the parties, their successors and
assigns.

11.3       Limitations on Use.   The Software is not designed, developed, licensed or provided for use in
connection with any nuclear facility, or in connection with the flight, navigation or communication of
aircraft or ground support equipment, or in connection with military or medical
equipment/applications or activities, or any other inherently dangerous or high risk
equipment/applications or activities ("High Risk Use"). Licensee agrees that ON Semiconductor (and its
licensors/suppliers) shall not be liable or responsible for any claims, losses, demands, costs, expenses
or liabilities whatsoever arising from or in relation to any such High Risk Use of the Software or
Licensee Products by Licensee or Customers.

11.4       Severability; Waiver.     Any provision of this Agreement which is held to be invalid or
unenforceable by a court in any jurisdiction shall, as to such jurisdiction, be severed from this
Agreement and ineffective to the extent of such invalidity or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such provision in any other
jurisdiction. Failure by either party hereto to enforce any term of this Agreement shall not be held a
waiver of such term nor prevent enforcement of such term thereafter, unless and to the extent
expressly set forth in a writing signed by the party charged with such waiver.

11.5       Remedies Not Exclusive.  The remedies herein are not exclusive, but rather are cumulative and
in addition to all other remedies available to ON Semiconductor.

11.6       Records; Audit. Licensee agrees that it shall maintain accurate and complete records relating
to its activities under this Agreement. Upon reasonable advance written notice, ON Semiconductor
shall have the right to examine and audit such records and Licensee's compliance with the terms of this
Agreement.

11.7       No Joint Venture, Agency, etc. Nothing in this Agreement shall be construed as creating a joint
venture, agency, partnership, trust or other similar association of any kind between the parties hereto.
The parties hereto are, for all purposes of this Agreement, independent contractors, and neither shall
hold itself out as having any authority to act as an agent or partner of the other party, or in any way
bind or commit the other party to any obligations.

11.8       Interpretation. In this Agreement, words importing a singular number only shall include the
plural and vice versa, and section numbers and headings are for convenience of reference only and
shall not affect the construction or interpretation hereof.

11.9       Entire Agreement; Amendment; Counterparts; Facsimile Copies.  This Agreement, including
the Exhibits attached hereto, constitutes the entire agreement and understanding between the parties
hereto regarding the subject matter hereof and supersedes all other agreements, understandings,
promises, representations or discussions, written or oral, between the parties regarding the subject
matter hereof. This Agreement may not be amended except in writing signed by an authorized
representative of each of the parties hereto. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and which together shall constitute one and the same
agreement. Each party hereto may deliver an executed copy of this Agreement to the other party via
facsimile or other electronic means, and such executed copy(ies) sent/received via facsimile or other
electronic means shall be deemed an original and binding copy.

12. 	Confidentiality.	Notwithstanding any terms to the contrary in any non-disclosure
agreements between the Parties, Licensee shall treat this Agreement and the Software as ON
Semiconductor's "Confidential Information" including:  not using the Confidential Information except
as expressly set forth herein or otherwise authorized in writing; implementing reasonable procedures
to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential
Information; and not disclosing the Confidential Information to any third party except as may be
necessary and required in connection with the rights and obligations under this Agreement and subject
to confidentiality obligations at least as protective as those set forth herein, or as otherwise required
by law. It is expressly understood that all Confidential Information transferred hereunder, and all
copies, modifications, and derivatives thereof, will remain the property of ON Semiconductor, and the
Licensee is authorized to use those materials only in accordance with the terms and conditions of this
Agreement.  Upon termination of this Agreement or upon written request, License shall either return
all Confidential Information to ON Semiconductor along with all copies and/or derivatives made,
including that on computer databases and copies of portions of the Confidential Information, or
destroy all such Confidential Information and certify by written memorandum that all such Confidential
Information has been destroyed.



AP1302 ISP Firmware License Agreement
Exhibit A


"Affiliates" shall mean any entity controlling, controlled by, or under common control with a Party, but
only so long as such control continues to exist. For the purposes of the foregoing, the term
"controlling", "controlled" or "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies of a person, corporation or other entity
whether through the ownership of voting securities, by contract or otherwise.  An entity shall be an
Affiliate only during the time when such control exists.

"Effective Date" means the date the Software was first downloaded, copied, installed or used by the
Licensee.

"Licensee Products" shall mean any of Licensee's products that include an ON Semiconductor Product.

"ON Semiconductor Product" shall mean ON Semiconductor's AP1302 image signal processor ("ISP").

"Software" means the AP1302 ISP firmware code (in binary format).

