Web Site Terms of Use 
Please read carefully before accessing this web site.

By accessing, browsing, copying, and/or using any information, communication, software, photos, figures, drawings, scripting, test video, graphics, music, sounds, images, or other material and services (collectively "Content") contained at this web site and other Xilinx web sites that are linked to this site (collectively, the “Site"), you agree to be bound by the terms and conditions described herein (“Terms of Use”). 

Xilinx, Inc. ("Xilinx") maintains this Site and in exchange for accessing, browsing and/or using the Site, you agree to be bound by these terms and to comply with all applicable laws and regulations, including without limitation U.S. export and re-export control laws and regulations. You represent you have the legal authority to accept the Terms of Use on behalf of yourself or any party you represent. If any provision of the Terms of Use is held to be invalid by any law, rule, order, or regulation of any government or by the final determination of any state or federal court, such invalidity shall not affect the enforceability of any other provision of the Terms of Use. If you do not agree to these terms, please do not use the Site. The Site is controlled and operated in whole or in part by Xilinx in the United States. BY ACCESSING THE SITE YOU AGREE THAT THE STATUTES, LAWS, AND REGULATIONS OF THE UNITED STATES AND THE STATE OF CALIFORNIA, U.S.A., WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, WILL APPLY TO ALL MATTERS RELATING TO USE OF THE SITE, AND YOU AGREE THAT ANY LITIGATION SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS IN CALIFORNIA, U.S.A. If you access the Site from other locations you do so at your own risk and you are responsible for compliance with applicable local laws. Xilinx makes no representation that the Content in the Site is appropriate or available for use in other locations, and access to it from territories where the Content may be illegal is prohibited. You acknowledge that Xilinx reserves the right in its sole discretion to refuse or terminate access to the Site by you at any time.

This Site contains documentation and other information related to products and services of Xilinx. This documentation is provided as a courtesy to Xilinx customers and potential customers. Xilinx assumes no obligation to correct any errors contained herein or to advise any user of liability for the accuracy or correctness of any engineering software support or assistance provided to a user. Xilinx makes no commitment to update this documentation. By submitting information to services such as discussion boards, community forums, or to Xilinx Technical Support, you agree that faulty transmission and/or third party interception is a risk and you assume that risk by submitting information over the Internet, and agree to hold Xilinx harmless in the event that information is received by an unintended third party. Xilinx reserves the right to change these terms and conditions from time to time at its sole discretion. In the case of any violation of these rules and regulations, Xilinx reserves the right to seek all remedies available by law and in equity for such violations. These rules and regulations apply to all visits to the Site, both now and in the future. 

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Copyright Notice
The Content of this Site is owned and copyrighted by Xilinx. Copyright © 1994-2008 Xilinx, Inc. All rights reserved. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written consent of Xilinx. You also may not "mirror" any material contained in this Site without express written consent from Xilinx. Permission is granted to display, copy, distribute and download the materials on this Site for personal, non-commercial use only, provided you don't modify or alter the materials and you retain any and all copyright and other proprietary notices contained in these materials. This permission terminates automatically if you breach any of these terms or conditions. Upon termination, you must immediately destroy any downloaded and printed materials. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. 

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Trademark Notice
The trademarks, logos and service marks displayed on this web site are the property of Xilinx or other third parties. Users are not permitted to use trademarks, logos and service marks without prior written consent.

Xilinx, the Xilinx logo, Virtex, Spartan, and ISE are registered trademarks of Xilinx in the United States and other countries. AccelWare, CoolRunner, LogiCORE, RocketIO, WebFITTER, and WebPACK are registered trademarks of Xilinx in the United States.

AccelDSP, ASMBL, ChipScope, ChipSync, CORE Generator, EasyPath, ExpressFabric, Foundation, MicroBlaze, PicoBlaze, PlanAhead, QPro, RocketChips, SelectIO, SelectRAM, SmartCompile, SmartGuide, SmartPreview, System ACE, the X Banner, and XtremeDSP are trademarks of Xilinx, Inc.

The Programmable Logic Company is a service mark of Xilinx, Inc.

CPRI is a trademark of Siemens AG.

FlexRay is a licensed trademark of the FlexRay Consortium.

HyperTransport is a licensed trademark of the HyperTransport Technology Consortium in the U.S. and other jurisdictions.

MATLAB and Simulink are registered trademarks of The MathWorks, Inc. and used under license.

MOST is a registered trademark of SMSC Europe GmbH and licensed to Xilinx.

PCI-SIG, PCI, PCI Express, PCIe, PCI-X, PCI HOT PLUG, MINI PCI, and EXPRESSMODULE are trademarks of PCI Special Interest Group and used under license.

PowerPC is a trademark of IBM Corporation and used under license.

VLYNQ is a trademark of Texas Instruments and used under license.

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Access to Password Protected/Secure Areas
Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution. 

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Member Account, Password and Security
You will receive a password and account designation upon completion of the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Xilinx of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with these terms. 

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Member Conduct 
You understand that all information, data text, software, music, photographs, graphics, videos, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you are entirely responsible for all Content, if any, that you upload, post, email, transmit or otherwise make available via the service. We do not control the Content posted by others and, as such, do not guarantee the accuracy, integrity or quality of such Content. 

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Links to Other Sites 
This Site may contain links to other web sites operated by third parties. You acknowledge that Xilinx neither endorses nor is affiliated with the linked site and is not responsible for any content that appears on the linked site. You also acknowledge that the owner of the linked site neither endorses nor is affiliated with Xilinx.

Nothing contained in this Legal Notice shall be construed as conferring by implication, estoppel, or any other legal theory, a license or right to any patent, trademark, copyright, or other intellectual property right, except those expressly provided herein. The products, processes, software, and other technology described at this Site may be the subject of other intellectual property rights owned by Xilinx or by third parties, and no licenses are granted herein. 

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U.S. Government Restricted Rights 
The materials and documentation are provided with "RESTRICTED RIGHTS". Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the documentation and materials by the Government constitutes acknowledgment of Xilinx proprietary rights in them. 

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Special Admonitions For International Use 
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. 

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Products and Services Availability 
Because international information is provided at this Site, not all products or programs mentioned will be available in your country. Please contact your local sales representative for information as to products and services available in your country. 

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Performance Information 
Performance tests and ratings are measured using specific computer systems and/or components and reflect the approximate performance of Xilinx products as measured by those tests. Any difference in system hardware or software design or configuration may affect actual performance. Buyers should consult other sources of information to evaluate the performance of systems or components they want to purchase. For more information on performance tests and on the performance of Xilinx products, visit http://www.xilinx.com or call (U.S.) 1-800-4-XILINX. 

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Ownership of Materials 
Materials are copyrighted and are protected by worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without prior written permission from Xilinx. Except as expressly provided herein, Xilinx and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to you by Xilinx in writing or incorporated elsewhere in the Materials. 

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Disclosure; Forward-Looking Statements 
Some of the information on this Site may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We refer you to the documents the company files from time to time with the Securities and Exchange Commission, specifically, the Company's most recent Form 10-K, Form 10-Q, and Form 10-Q/A. These documents contain and identify important factors that could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, potential fluctuations in quarterly results, dependence on new product development; rapid technological and market change, acquisition strategy, manufacturing risks, risks associated with Internet infrastructure, volatility of stock price, financial risk management, and future growth subject to risks.

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Disclaimers
NO WARRANTIES: THE DOCUMENTATION PROVIDED AT THIS SITE IS "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, INCLUDING PATENTS, COPYRIGHTS OR OTHERWISE, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL XILINX OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS OR LOSS OF OR DAMAGE TO INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE DOCUMENTATION PROVIDED ON THIS SITE, EVEN IF XILINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. , SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. 

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Export Requirements
Xilinx, Inc., software programs and technical data may not be exported or re-exported, either directly or indirectly, to the U.S. embargoed destinations or entities of Cuba, Iran, Libya, North Korea, Sudan and Syria or to persons/entities on the Denied Persons List, Unverified List, Entity List, Specially Designated Nationals List and the Debarred List, without prior written authorization from the appropriate U.S. government departments (Commerce, State Department, Treasury). 

In order to obtain export classification information for all Xilinx products, ECCN# and HTS#, please send your request to this email address: export_classification@xilinx.com.

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Privacy Policy
Thank you for your interest in Xilinx, Inc ("Xilinx") and our web site located at www.xilinx.com. We are pleased to provide this Privacy Policy ("Policy") to inform you of our practices with respect to how we collect and use personally identifiable information about visitors to our web site.

What we collect. You may visit our web site without providing any personally identifying information. When you register to use this web site the only information required is your name, email address, and a unique user ID.  If you register for online seminars or software evaluations, or if you participate in our online contests or contact us for information, you will be asked to provide additional information such as your title, company, address, and telephone number.

How we collect it. Xilinx collects your personal information when you complete registration forms or contact Xilinx for additional information about our products and services.

Cookies. Cookies are small files sent out by a web server and stored on a user's computer, these files can only be read by the originating server. Xilinx uses cookies to improve and personalize the user experience on its web site and web applications.  Most browsers are initially configured to accept cookies but you can adjust the user settings within your browser to accept, reject, or notify you, when a cookie is sent.

Use of Information. Xilinx uses your personal information to respond to your requests for information; to administer customer, web site, and technical support; and when otherwise reasonably necessary. Xilinx, or authorized Xilinx representatives, may contact you regarding products and services that may be of interest to you.

Disclosure. Xilinx uses certain third party vendors to assist Xilinx in providing our products and services, including marketing and selling Xilinx products and fulfillment and delivery of customer orders. Xilinx may transfer your personal information only to such vendors who have entered into a contract with Xilinx that protects the privacy of your personal information and permits the vendor to use it only as reasonably necessary to fulfill its contractual obligations to provide services to Xilinx. Xilinx may also disclose your personal information as it believes is reasonably necessary to comply with law, regulation, or other governmental authority or to prevent harm to yourself or others. Finally, Xilinx may disclose your personal information upon a transfer or sale to another entity of all or substantially all of Xilinx assets or stock in the Xilinx line of business to which this Privacy Policy relates or upon any other corporate reorganization.  

Customer Surveys. In an effort to provide the highest quality products and services, Xilinx may contract with third party providers of customer feedback campaigns. When you visit our web site, you may encounter a pop-up dialog box requesting your participation in a customer feed back survey. Participation in these customer feedback campaigns is voluntary and you may chose whether or not you wish to provide any information to the third party survey provider. When you participate in a customer feedback campaign, the information is being provided to the third party survey provider and the terms of the third party service provider's privacy policy, and not this Policy, will apply to any personally identifiable information that you may provide in connection with your voluntary participation in any customer survey activities.

Links. For your convenience, we may provide links on our web site to certain third party web sites or referrals to certain third parties' products or services. If you choose to visit a third party's web site, or use its products or services, please be aware that the third party's privacy policy, and not this Policy, will govern your activities and any information you disclose while interacting with the third party.   

Security. Xilinx employs procedural and technological measures, consistent with the demands of customer service, reasonably designed to protect your personal information from loss or unauthorized access, disclosure, alteration, or destruction. Xilinx stores your personal information on secure computers located in a controlled access data center, to which only a small number of Xilinx employees involved in the management of the data center have physical access. Where reasonably practical, Xilinx uses encryption, firewalls, and other security technology to help prevent unauthorized access to your personal information.

Updating Your Information. Xilinx will use reasonable efforts to keep your personal information accurate. We would appreciate your help in ensuring the information you provide to us is accurate and up-to-date. Providing accurate information helps us serve you better. You may easily update your profile for this web site by following the instructions provided after you log in to your account.

Policy Changes. Xilinx reserves the right to change this Privacy Policy, and will post any revisions on our web site located at http://www.xilinx.com/legal.htm#privacy. We encourage you to review this Privacy Policy regularly for any changes. Your continued use of this web site will be subject to the then-current Privacy Policy.

Questions? If you have any questions about our privacy practices, please feel free to contact us at privacy@xilinx.com. Xilinx adheres to the Safe Harbor Privacy Principles as issued by the United States Department of Commerce.   (2008.06)

Effective June 1, 2008

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Terms of Sale
PRODUCT SALES MADE BY XILINX, INC., XILINX IRELAND, OR XILINX ASIA
PACIFIC PTE. LTD. (COLLECTIVELY, "XILINX") ARE SUBJECT TO THE
FOLLOWING CONTRACTUAL TERMS AND CONDITIONS:

1. ACCEPTANCE BY CUSTOMER - ENTIRE AGREEMENT.  Except where otherwise agreed in writing, the terms and conditions set forth in this document constitute the entire agreement between Xilinx and Customer regarding the purchase and sale of Xilinx semiconductor devices, development boards, and peripheral cables (hereinafter the "Products").  Xilinx expressly excludes from "Products" any software design tools and IP Cores ("Licensed Items").  Licensed Items are distributed under license but when invoiced on this form are subject to the pricing, tax, and payment terms contained in Paragraph 2.  Acceptance of Customer’s order by Xilinx is expressly conditioned on the consent of Customer to the terms set forth in this document.  Any pre-printed terms proposed by Customer that add to, vary from or conflict with these terms and conditions are hereby objected to and shall be void.  Consent to and acceptance of these terms and conditions is hereby expressly limited to these terms and conditions.  Any conduct by Customer that recognizes a contract or the acceptance by Customer of any Product shall constitute acceptance of these terms and conditions.  Customer acknowledges that it has not entered into this purchase transaction in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein.

2. PRICES, TAXES, AND PAYMENT TERMS.  Prices for Products and Licensed Items are exclusive of all federal, state or other government, excise, use, occupational, sales, value added tax (VAT), export, import or custom fees or duties or like taxes or duties now in force or enacted in the future ("Taxes").  In addition to the prices quoted or invoiced, Customer shall pay any Taxes imposed by any government authority on, or measured by, the transaction between Xilinx and Customer.  Customer shall reimburse Xilinx if Xilinx is required to pay Taxes at the time of sale or thereafter.  Payment is due within thirty (30) days of the date of invoice.  Customer shall pay invoice in full without any deduction, counterclaim or offset. In the event Customer is required under local law to apply a withholding tax, Customer shall notify Xilinx in advance and reasonably assist in minimizing the impact of the tax.  Interest shall accrue on a daily basis.  In the event that customer’s financial condition changes following a customer credit review, or customer’s payment history makes it advisable, Xilinx may change payment terms at any time, including requiring payment prior to delivery and/or requiring additional security such as a bank guarantee or parent company guarantee.  Customer waives the right to recover from Xilinx any unclaimed credits twelve (12) months after the accrual of such claims.

3. DELIVERY, TRANSFER OF TITLE, AND RISK OF LOSS.  Except when otherwise agreed between Xilinx and Customer, all deliveries shall be made FCA (Xilinx designated location) as defined in the Incoterms 2000.  Title to the Products will pass to Customer when Xilinx tenders the Products to the freight forwarder at the Xilinx designated location. The time of delivery is the time Products are tendered to the carrier, and Products shall be deemed accepted upon such tender.  The date of shipment will be as indicated by Xilinx to Customer. Transportation charges will be paid by Customer, or if prepaid, will be invoiced to Customer and payable within 30 days of the date of invoice.  Customer is responsible for insuring the Products against risk of loss or damage during shipment.  Partial and/or installment shipments are authorized and, in the case of contingencies beyond its reasonable control, Xilinx may allocate shipments among its customers.  Xilinx shall not be responsible for any losses caused as a result of late shipment.

4. NO IMPLIED LICENSE. Products are offered for sale and are sold by Xilinx subject in every case to the condition that such sale does not convey any license, expressly or by implication, estoppel or otherwise, under any patent, copyright or other intellectual property right of Xilinx or with respect to which Xilinx can grant licenses.  Any license rights required in connection with use by Customer of Xilinx software design tools and/or IP Cores shall be separately granted in the applicable Xilinx license agreements for the same. Xilinx expressly reserves all its rights under such patents, copyrights or other intellectual property rights.

5. LIMITED WARRANTY FOR STANDARD SEMICONDUCTOR DEVICES.  Subject to the limitations herein, Xilinx warrants that standard semiconductor devices, when delivered by Xilinx or its authorized distributor, for three (3) years following the delivery date, will be free from defects in material and workmanship and will substantially conform to Xilinx publicly available specifications for such products in effect at the time of delivery. This limited warranty excludes (i) engineering samples (which are provided "AS-IS" without warranty); (ii) bare die and EasyPath products, (iii) development products (such as boards and cables ); (iv) design defects or errors known as "errata," (v) Products procured through unauthorized third parties; and (vi) Products that have been subject to misuse, mishandling, accident, alteration, neglect, unauthorized repair or installation. Furthermore, this limited warranty shall not apply to the use of covered products in an application or environment that is not within Xilinx specifications or in the event of any act, error, neglect or default of Customer. For any breach by Xilinx of this limited warranty, the exclusive remedy of Customer and the sole liability of Xilinx shall be, at the option of Xilinx, to replace or repair the affected products, or to refund to Customer the price of the products. The availability of replacement products is subject to product discontinuance policies at Xilinx. Customer may not return products without first obtaining a customer return material authorization (RMA) number from Xilinx. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE. XILINX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. 

6. CRITICAL APPLICATIONS. PRODUCTS ARE NOT DESIGNED OR INTENDED TO BE FAIL-SAFE, OR FOR USE IN ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, CLASS III MEDICAL DEVICES, NUCLEAR FACILITIES, APPLICATIONS RELATED TO THE DEPLOYMENT OF AIRBAGS, OR ANY OTHER APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY, "CRITICAL APPLICATIONS").  CUSTOMER ASSUMES THE SOLE RISK AND LIABILITY OF ANY USE OF XILINX PRODUCTS IN CRITICAL APPLICATIONS, SUBJECT ONLY TO APPLICABLE LAWS AND REGULATIONS GOVERNING LIMITATIONS ON PRODUCT LIABILITY. 
 
7. EXPORT COMPLIANCE.  Customer shall adhere to all applicable export laws and regulations including, without limitation, those administered by the U.S. Department of Commerce – Bureau of Industry and Security (U.S. Export Administration Regulations 15 CFR 730 et seq.) and those administered by the U.S. Department of State in accordance with the U.S. International Traffic in Arms Regulations (ITAR) set forth in Subchapter M, Title 22, Code of Federal Regulations, Parts 120 through 130 (22 CFR 120-130) and shall not export, reexport, resell, transfer, or disclose, directly or indirectly, any Products or technical data, or the direct product of any Products or technical data, to any proscribed person, entity, or country, or foreign national thereof, unless properly authorized by the U.S. government and/or any other applicable or relevant government or regulatory body.

8. FORCE MAJEURE. Xilinx shall not be liable for any loss, damage or penalty resulting from a failure to fulfill an obligation (other than payment of money) when such failure is due to causes beyond the party’s reasonable control, including but not limited to supplier delay, force majeure, act of God, war, civil or labor unrest, fire, explosion or natural disaster. Nothing in this section relieves Customer of the obligation to pay Xilinx for Product after it has been tendered to the carrier.

9. CANCELLATION. Customer may cancel orders for most Products up to thirty (30) days from the originally scheduled delivery date; orders for space-grade, hardwire, EasyPath, obsolete, closed, removed, or custom products, and engineering samples are non-cancelable.  Xilinx Products are non-returnable.  Customer has no rights in partially completed goods. 

10.  MODIFICATIONS. Xilinx may modify the specifications of Products and substitute Products manufactured to such modified specifications at any time without prior notice to Customer, provided such Products substantially conform to the form, fit and function of the original product.

11. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:  (1) IN NO EVENT SHALL XILINX BE LIABLE FOR ANY COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, LOSS OF DATA, LOST PROFITS, GOODWILL, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT OR SALE OF THE PRODUCTS, IN WHOLE OR IN PART, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY; (2) IN NO EVENT SHALL THE ENTIRE LIABILITY OF XILINX ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, EXCEED THE PURCHASE PRICE FOR THE APPLICABLE PRODUCTS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY; (3) THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY EVEN IF SUCH LOSS WAS REASONABLY FORESEEABLE OR IF XILINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (4) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.

12. BANKRUPTCY.  If Customer shall become bankrupt, insolvent, transfer assets to its creditors, commence to be wound up or a receiver is appointed or if any similar or related bankruptcy or insolvency event occurs in any jurisdiction, Xilinx may, upon notice in writing, immediately cancel the applicable purchase contract without judicial intervention or declaration of default of Customer and without prejudice to any right or remedy which shall have accrued or shall accrue thereafter to Xilinx.

13. INDEMNIFICATION.  Except as stated herein, Xilinx agrees, at its own expense, to defend against claims, suits, or proceedings before a court of competent jurisdiction (collectively "Claims") instituted against Customer based on a claim that Products procured through an authorized channel by Customer infringes upon any U.S. patent or copyright or upon any claim that Xilinx has misappropriated or unlawfully disclosed trade secrets of a third party in connection with the design or production of Products, and to pay money damages awarded against Customer up to the price paid for Products solely for such infringement or misuse, provided that Customer (i) gives Xilinx immediate notice in writing of the Claim; (ii) permits Xilinx to have sole control over the defense or settlement of the same; (iii) gives Xilinx all necessary information, assistance and authority required. and (iv) makes no admission of liability without the permission of Xilinx,  If, as a result of a Claim, Customer is enjoined from using Products purchased from Xilinx, Xilinx shall, at its sole discretion, (i) secure for Cus­tomer the right to use  Products, (ii) provide Customer with replacement Products that are non-infringing, or (iii) if Xilinx cannot secure such rights or provide such replacement Products on commercially reasonable terms, refund to Customer the price paid for Products.  THE FOREGOING STATES THE ENTIRE LIABILITY OF XILINX AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO CLAIMS RELATING TO THE PRODUCTS.  EXCEPT AS EXPRESSLY STATED HEREIN, ALL WARRANTIES AND/OR CONDITIONS AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, STATUTORY, EXPRESS, OR IMPLIED, ARE HEREBY DISCLAIMED.

14.  GENERAL. . If individual provisions of these terms and conditions are or become invalid, then such provisions shall be modified to the minimum extent necessary to make them valid, while to the fullest extent possible preserving the business and financial intent and impact of the original provisions, and the remaining provisions shall remain unaffected.  A failure by Xilinx to enforce any of the provisions hereof, or to exercise any right provided herein, shall in no way be construed as a waiver of such provision or right, nor in any way affect the validity of these terms and conditions or the right of Xilinx to enforce any part of these terms and conditions at any time.  Where the invoicing party is Xilinx, Inc., these terms are governed by the laws of the State of California; where the invoicing party is Xilinx Asia Pacific Pte. Ltd., these terms are governed by the laws of the Republic of Singapore; and where the invoicing party is Xilinx Ireland, the governing law shall be the laws of the Republic of Ireland; in each case without giving effect to conflict of laws rules and principles and excluding the application of the United Nation's Convention on Contracts for the International Sale of Goods.
(2008.06)

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