EVANS & SUTHERLAND COMPUTER CORP
EX-10.58
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<TYPE>EX-10.58
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<FILENAME>a2075343zex-10_58.txt
<DESCRIPTION>EX-10.58
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                                                                   EXHIBIT 10.58

                                                         NVIDIA/E&S CONFIDENTIAL

THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED. THE CONFIDENTIAL INFORMATION ON PAGES 1, 2, 5, AND 7 HAS
BEEN REPLACED WITH BRACKETS.

                         PATENT CROSS LICENSE AGREEMENT

                                     BETWEEN

                               NVIDIA CORPORATION

                                       AND

                    EVANS AND SUTHERLAND COMPUTER CORPORATION

This Patent Cross License Agreement ("AGREEMENT") is entered into as of October
15, 2001 ("EFFECTIVE DATE") by and between NVIDIA CORPORATION, a Delaware
corporation, having an office at 2701 San Tomas Expressway, Santa Clara, CA
95050, U.S.A. ("NVIDIA") and EVANS AND SUTHERLAND COMPUTER CORPORATION, a Utah
corporation, having an office at 600 Komas Drive, Salt Lake City, UT 84108,
U.S.A. ("E&S").

IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN, THE
PARTIES AGREE AS FOLLOWS:

1.   DEFINITIONS

     1.1.   "CAPTURE PERIOD" shall mean (subject to Section 3.9) any time on or
            prior to the [ ] anniversary of the Effective Date.

     1.2.   "CHANGE OF CONTROL" shall mean a transaction or a series of related
            transactions in which (i) more than fifty percent (50%) of the
            outstanding shares or securities entitled to vote for the election
            of directors of a party become owned or controlled, directly or
            indirectly, by one or more related persons or entities, (ii) a party
            transfers all or substantially all of its business and assets,
            whether by sale, assignment, merger or otherwise, to another person
            or entity, (iii) a party files or commences a petition or case
            seeking reorganization, readjustment or arrangement of its business
            or files or commences any other petition or case under any law
            relating to bankruptcy or insolvency, or (iv) a party has filed or
            commenced against it a petition or case under any law relating to
            bankruptcy or insolvency, which petition or case is not dismissed
            within ninety (90) days after the date of its filing or
            commencement.

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                                                         NVIDIA/E&S CONFIDENTIAL

     1.3.   "E&S LICENSED PRODUCTS" shall mean (subject to the provisions of
            Section 3.8) any goods and services sold by E&S as E&S' own product
            (as further defined in Section 3.4) and not on behalf of another.

     1.4.   "E&S PATENTS" shall mean all Patents that at any time during the
            term of this Agreement are owned or controlled by E&S or any of its
            Subsidiaries or to which such entities have the right to grant
            licenses, to the extent that E&S or any of its Subsidiaries has the
            right to grant licenses within and of the scope set forth herein
            without the requirement to pay consideration to any third party
            (other than employees of the applicable party) for the grant of a
            license under this Agreement.

     1.5.   "SPECIFIED FIELD OF USE" shall mean Sales of no more than [ ] units
            in the aggregate in any calendar year that are primarily designed
            for use in (a) [ ] used for [ ] and [ ] or [ ] of [ ], or [ ]; (b) [
            ] for [ ] and other features; (c) [ ] for use in [ ] and [ ] for the
            [ ]; (d) software and components designed for use in such [ ] or for
            use in [ ] or other [ ]; and (e) [ ] (essentially [ ]) for [ ] and [
            ], or [ ] or [ ]. Notwithstanding anything to the contrary in the
            preceding sentence, the "Specified Field of Use" shall not include
            any [ ] or [ ], or [ ] unless included as a component of a system
            defined in (a) through (e) above.

     1.6.   "LICENSED PRODUCTS" shall mean Nvidia Licensed Products or E&S
            Licensed Products as applicable.

     1.7.   "NVIDIA LICENSED PRODUCTS" shall mean any goods and services sold by
            Nvidia as Nvidia's own product (as further defined in Section 3.4)
            and not on behalf of another.

     1.8.   "NVIDIA PATENTS" shall mean all Patents that at any time during the
            term of this Agreement are owned or controlled by Nvidia or any of
            its Subsidiaries or to which such entities have the right to grant
            licenses, to the extent that Nvidia or any of its Subsidiaries has
            the right to grant licenses within and of the scope set forth herein
            without the requirement to pay consideration to any third party
            (other than employees of the applicable party) for the grant of a
            license under this Agreement.

     1.9.   "PATENT PURCHASE AND LICENSE AGREEMENT" shall mean the Patent
            Purchase and License Agreement entered into by E&S and Nvidia
            Subsidiary, Nvidia International Inc., concurrently with this
            Agreement.

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                                                         NVIDIA/E&S CONFIDENTIAL

     1.10.  "PATENTS" shall mean all classes or types of patents, utility models
            and design patents (including, without limitation, originals,
            divisions, continuations, continuations-in-part, extensions or
            reissues), and applications for these classes or types of patent
            rights in all countries of the world that have or are entitled to
            claim the benefit of a first effective filing date during the
            Capture Period, including but not limited to the patents that are
            the subject of the Patent Purchase and License Agreement.

     1.11.  "SALES" shall mean the sale, leasing, license, or other disposition
            of E&S Licensed Products, including any such sale, leasing, license,
            or other disposition by E&S Subsidiaries (and any former Subsidiary
            to which the benefits of the licenses granted under this Agreement
            are extended pursuant to Section 3.5).

     1.12.  "SUBSIDIARY" shall mean any corporation, partnership or other
            entity, now or hereafter: (i) more than fifty percent (50%) of whose
            outstanding shares or securities entitled to vote for the election
            of directors or similar managing authority is directly or indirectly
            owned or controlled by a party hereto; or (ii) that does not have
            outstanding shares or securities but more than fifty percent (50%)
            of whose ownership interest representing the right to make the
            decisions for such entity is directly or indirectly owned or
            controlled by a party hereto; provided, however, that in each case
            such corporation, partnership or other entity shall be deemed to be
            a Subsidiary only so long as such ownership or control exists and is
            more than fifty percent (50%).

2.   MUTUAL RELEASES

     2.1.   BY NVIDIA. Nvidia, on behalf of itself and its Subsidiaries, hereby
            releases, acquits and forever discharges E&S, its Subsidiaries that
            are Subsidiaries on the Effective Date, and its and their
            distributors and customers, direct and indirect, from any and all
            claims or liability for infringement of any Nvidia Patents that
            arose prior to the Effective Date of this Agreement, to the extent
            such infringement would have been licensed under the license granted
            to E&S hereunder if such license had been in existence at the time
            of such infringing activity.

     2.2.   BY E&S. E&S, on behalf of itself and its Subsidiaries, hereby
            releases, acquits and forever discharges Nvidia, its Subsidiaries
            that are Subsidiaries on the Effective Date, and its and their
            distributors and customers, direct and indirect, from any and all
            claims or liability for infringement of any E&S Patents that arose
            prior to the Effective Date of this Agreement, to the extent such
            infringement would have been licensed under the license granted to
            Nvidia hereunder if such license had been in existence at the time
            of such infringing activity.

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                                                         NVIDIA/E&S CONFIDENTIAL
3.   GRANT OF RIGHTS

     3.1.   NVIDIA LICENSE TO E&S. Subject to the terms and conditions of this
            Agreement, Nvidia hereby grants to E&S and to its Subsidiaries a
            non-exclusive, non-transferable, royalty-free, worldwide license,
            without the right to sublicense, under Nvidia Patents to:

          (a)  make, have made (subject to Section 3.3 below), use, import, and
               directly or indirectly sell, offer to sell and otherwise dispose
               of E&S Licensed Products; and

          (b)  make, have made, use and/or import any equipment and practice any
               method or process for use in the manufacture of E&S Licensed
               Products.

     3.2.   E&S LICENSE TO NVIDIA. Subject to the terms and conditions of this
            Agreement, E&S hereby grants to Nvidia and to its Subsidiaries a
            non-exclusive, non-transferable, royalty-free, worldwide license,
            without the right to sublicense, under E&S Patents to:

          (a)  make, have made (subject to Section 3.3), use, import, and
               directly or indirectly sell, offer to sell and otherwise dispose
               of Nvidia Licensed Products; and

          (b)  make, have made, use and/or import any equipment and practice any
               method or process for use in the manufacture of Nvidia Licensed
               Products.

     3.3. HAVE MADE RIGHTS.

          (a)  Each party's rights to have Licensed Products manufactured for it
               by third parties under the licenses granted under Sections 3.1
               and 3.2 above shall apply only when the specifications (other
               than library tools and standard cells) of the product to be
               manufactured by such third party ("Foundered Product") are
               furnished by (as between the licensed party under this Agreement
               and the third party manufacturer) the licensed party.

          (b)  Upon written request, the licensed party shall inform the other
               party whether, and if so to what extent, any manufacturer
               identified by the other party is manufacturing products for the
               licensed party pursuant to the "have made" rights licensed
               hereunder.

     3.4.   FOUNDRY RIGHTS. The parties understand, acknowledge and agree that
            the licenses granted hereunder are intended to cover only the
            products of the two parties to this Agreement and their
            Subsidiaries, and are not intended to cover foundry activities that
            either party may undertake on behalf of third parties. Therefore,
            for the licenses granted in Sections 3.1 and 3.2, the definition of
            Licensed Products of a party hereto shall exclude products
            (including without limitation Applications

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                                                         NVIDIA/E&S CONFIDENTIAL

           Specific Integrated Circuits ("ASICs")) manufactured on behalf of a
           third party from designs received in a substantially completed form
           from a third party for resale to or on behalf of that party. The
           limitations on the definition of Licensed Products set forth in this
           Section 3.4 shall not apply to manufacturing methods and processes as
           licensed hereunder pursuant to Sections 3.1 (b) and 3.2 (b).

     3.5. LICENSES AND SUBSIDIARIES.

          (a)  Except as provided below, this Agreement shall extend to and be
               binding upon all of each party's Subsidiaries, and the parties
               shall ensure that all such Subsidiaries are bound by the terms of
               this Agreement. Upon written request by a party, the other party
               will give it written notice to identify any Subsidiary to which a
               license has been extended.

          (b)  The extension of license rights to a Subsidiary shall apply only
               (i) during the time period when such a business entity meets all
               requirements of a Subsidiary and (ii) in the case of one but only
               one Subsidiary per party during the term of this Agreement, after
               such entity ceases to be a Subsidiary, if such former Subsidiary
               has so elected pursuant to the provisions of Section 3.5(c), but
               only as to E&S Licensed Products or Nvidia Licensed Products, as
               the case may be, of such former Subsidiary that (A) were, as of
               the date such entity ceased to be a Subsidiary, in production and
               shipped as commercial products or (B) were, as of the date such
               entity ceased to be a Subsidiary, under development and are
               placed in production and shipped as commercial products of such
               entity within [ ] thereafter (collectively "Covered Products"),
               and any improvements or derivatives of Covered Products; provided
               that in the case of such former Subsidiary of E&S, Covered
               Products shall be limited to Covered Products within the
               Specified Field of Use.

          (c)  If a Subsidiary of a party that owns or controls any Patents at
               any time during the term of this Agreement that are licensed to
               the other party hereunder ceases to be a Subsidiary, the licenses
               granted to the other party and its Subsidiaries hereunder under
               such Patents having an effective filing date on or prior to the
               date such Subsidiary ceases to be a Subsidiary shall continue
               even after such entity ceases to be a Subsidiary for the life of
               all such Patents. If a Subsidiary of a party ceases to be a
               Subsidiary, in the case of one but only one Subsidiary per party
               during the term of this Agreement, such Subsidiary may elect to
               retain benefits of the licenses granted hereunder, subject to the
               limitations set forth in Section 3.5(b), by written notice of
               such election to the other party given at or prior to the time it
               ceases to be a Subsidiary, and in the event of such election all
               Patents owned or controlled by such former Subsidiary or any of
               its Subsidiaries at any time during the term of this Agreement
               shall be subject

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                                                         NVIDIA/E&S CONFIDENTIAL

               to and included within the licenses granted to the other party
               and its Subsidiaries under this Agreement.

          (d)  Each party agrees to take all steps that are reasonable under the
               circumstances so that Patents covering inventions that are made
               solely by one or more of its and/or its Subsidiaries' employees
               and contractors for which substantially all of the funding is
               provided by it and/or its Subsidiaries, are included among the
               Patents licensed by it hereunder.

     3.6. COVENANTS NOT TO SUE.

          (a)  Nvidia covenants and agrees for itself and on behalf of its
               Subsidiaries, that neither Nvidia nor any of its Subsidiaries
               shall commence, maintain, prosecute or voluntarily aid in any
               action at law, equity or any other proceeding against users,
               customers and distributors of E&S Licensed Products based in
               whole or in part on any claim of infringement of any Nvidia
               Patent arising out of the use, promotion, sale, offer for sale,
               importation or other distribution or transfer of E&S Licensed
               Products, either alone or in combination with other products;
               provided, however, that such covenant shall not apply to any
               product or portion thereof not provided by E&S that itself
               infringes an Nvidia Patent.

          (b)  E&S covenants and agrees for itself and on behalf of its
               Subsidiaries, that neither E&S nor any of its Subsidiaries shall
               commence, maintain, prosecute or voluntarily aid in any action at
               law, equity or any other proceeding against users, customers and
               distributors of Nvidia Licensed Products based in whole or in
               part on any claim of infringement of any E&S Patent arising out
               of the use, promotion, sale, offer for sale, importation or other
               distribution or transfer of Nvidia Licensed Products, either
               alone or in combination with other products; provided, however,
               that such covenant shall not apply to any product or portion
               thereof not provided by Nvidia that itself infringes an E&S
               Patent.

     3.7. FULL RIGHTS.

          (a)  In the event that neither a party nor any of its Subsidiaries has
               the right to grant a license under any particular patent right of
               the scope set forth herein, then the license granted herein under
               such Patent shall be of the broadest scope within the scope set
               forth herein which the licensing party or any of its Subsidiaries
               has the right to grant.

          (b)  Notwithstanding anything to the contrary contained herein, in the
               event that either party or any of its Subsidiaries obtains rights
               to any Patents that would be included within the Patents licensed
               hereunder but for the fact that such a license would require the
               party granting such license to make payments to a third party
               (other than employees or contractors of the

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                                                         NVIDIA/E&S CONFIDENTIAL

               applicable party, its Subsidiaries, or employees or contractors
               thereof), such Patents shall be included within the Nvidia
               Patents or the E&S Patents, as the case may be, if the party to
               whom such Patents would be licensed under this Agreement agrees
               in a separate written agreement to be bound by, and protect such
               grantor against, those payment obligations.

     3.8.  CHANGE OF CONTROL. In the event that E&S undergoes a Change of
           Control, the definition of E&S Licensed Product shall automatically
           be limited to and deemed amended to include only those E&S Licensed
           Products that are within the Specified Field of Use.

     3.9.  MATERIAL BREACH. In the event that a party hereto commits a material
           breach of this Agreement and does not correct such breach within
           [               ] after receiving written notice complaining thereof
           from the other party hereto, the Capture Period in Section 1.1 that
           applies to licensed Patents that are owned or controlled by the party
           providing such written notice shall automatically [                 ]
           the date on which a party that [        ] of this [               ]
           thereof under [        ], but the Capture Period in Section 1.1 that
           applies to licensed Patents that are owned or controlled by the party
           that commits any such material breach shall remain unaffected.

     3.10. MUTUAL ASSISTANCE.

          (a)  If either party (the "defendant party") is sued or threatened
               with suit for patent infringement by a third party, the other
               party (the "assisting party") will, upon request and at the sole
               expense of the defendant party, assist the defendant party by
               making available prior art or other information reasonably
               available to such party relevant to the validity of such
               infringement claim. Nothing in this Section 3.10 shall obligate
               the assisting party to (i) provide information or materials to
               the defendant party that, in the opinion of the assisting party,
               would waive the attorney client privilege, constitutes attorney
               work product, or contains trade secret or confidential
               information of any third party to whom such party owes an
               obligation of confidentiality, or (ii) commit resources that
               would interfere unreasonably with its business. The defendant
               party shall bear the costs, and reimburse the assisting party for
               any reasonable costs (including the time of its employees)
               incurred by the assisting party, in providing such information,
               including any such reasonable costs incurred in connection with
               depositions or other participation by the assisting party or its
               employees in the proceedings.

          (b)  Unless otherwise agreed in writing by the assisting party, the
               defendant party shall use the information provided by the
               assisting party under Section 3.10(a) solely for purposes of
               defense against the infringement claim, and shall maintain such
               information in strict confidence and

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                                                         NVIDIA/E&S CONFIDENTIAL

               disclose such information solely (i) to its counsel, experts
               retained by its counsel in connection with defense of the claim,
               and employees with a need to know such information in connection
               with the defense of the claim, subject in each case to written
               confidentiality agreements, and (ii) upon at least ten (10) days
               prior advance notice to the assisting party, in connection with
               court proceedings, subject to confidentiality provisions embodied
               in a court-entered protective order.

     3.11. NO OTHER RIGHTS. No other rights are granted hereunder, by
           implication, estoppel or otherwise, except as expressly provided
           herein. Specifically, except as expressly provided in this Section 3,
           nothing in the licenses granted hereunder or otherwise contained in
           this Agreement shall expressly or by implication, estoppel or
           otherwise give either party any right to license the other party's
           Patents to others.

4.   EFFECTIVE DATE, TERM AND TERMINATION

     4.1. TERM. This Agreement and the rights and licenses granted hereunder
          shall become effective on the Effective Date, and shall continue in
          effect until the expiration of the last to expire of the licensed
          Patents, unless and to the extent terminated by a party pursuant to
          Section 4.2.


     4.2. TERMINATION RIGHTS. A party may terminate the rights and licenses
          granted to the other party and its Subsidiaries under this Agreement
          upon sixty (60) days written notice of termination to the other party
          given at any time upon or after the appointment of a receiver for all
          or substantially all of the other party's property or the making of an
          assignment for the benefit of its creditors under any law relating to
          bankruptcy or insolvency, or the institution of any proceedings for
          the liquidation or winding up of the other party's business or for the
          termination of its corporate charter. In the event of a termination
          under this Section 4.2, the rights and licenses granted under this
          Agreement to the other party and its Subsidiaries shall terminate as
          to Patents having an effective filing date on or after the date of
          such termination, but shall continue as to Patents having an effective
          filing date before the date of such termination solely for Covered
          Products and any improvements or derivatives thereof, provided that in
          the case of E&S and its Subsidiaries such Covered Products shall be
          limited to Covered Products within the Specified Field of Use, and the
          rights and licenses granted under this Agreement to the terminating
          party and its Subsidiaries shall survive such termination, subject to
          continued compliance with the terms and conditions of this Agreement.

     4.3. SURVIVAL. The provisions of Sections 1, 2, 3.11, 4.2, 4.3, 5 and 6
          will survive any termination or expiration of this Agreement.

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                                                         NVIDIA/E&S CONFIDENTIAL

5.   DISCLAIMERS

     5.1. DISCLAIMER. Nothing contained in this Agreement shall be construed as:

          (a)  a warranty or representation by either of the parties to this
               Agreement as to the validity, enforceability or scope of any
               Patent;

          (b)  a warranty or representation that any manufacture, sale, lease,
               use or other disposition of Licensed Products hereunder will be
               free from infringement of any third party patents other than
               those under which licenses have been granted hereunder;

          (c)  an agreement to bring or prosecute actions or suits against third
               parties for infringement or conferring any right to bring or
               prosecute actions or suits against third parties for
               infringement;

          (d)  conferring any right to use in advertising, publicity, or
               otherwise, any trademark, trade name or names, or any
               contraction, abbreviation or simulation thereof, of either party;

          (e)  conferring by implication, estoppel or otherwise, upon any party
               licensed hereunder, any license or other right under any patent,
               copyright, mask work, trade secret, trademark or other
               intellectual property right except the licenses and rights
               expressly granted hereunder; or

          (f)  an obligation to furnish any technical information or know-how
               except as expressly provided herein.

     5.2. NO IMPLIED WARRANTIES. EACH PARTY HEREBY DISCLAIMS ANY IMPLIED
          WARRANTIES WITH RESPECT TO THE PATENTS LICENSED HEREUNDER, INCLUDING
          WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
          PARTICULAR PURPOSE.

     5.3. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
          THE OTHER FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES
          ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST
          BUSINESS, REVENUES OR PROFITS AND WORK STOPPAGES OR DELAYS, EVEN IF
          THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.   MISCELLANEOUS PROVISIONS

     6.1. AUTHORITY. Each of the parties hereto represents and warrants that it
          has the right to grant the other the licenses granted hereunder.

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                                                         NVIDIA/E&S CONFIDENTIAL

     6.2. AGREEMENT ASSIGNMENT. This Agreement is personal to the parties, and
          the Agreement and any rights or obligations hereunder are not
          assignable without the prior written consent of the other party, which
          consent may be withheld at the sole discretion of such other party,
          except (subject to the provisions of Section 3.8) in connection with
          the transfer of all, or substantially all of its business and assets
          whether by sale, change in ownership, merger, acquisition or
          otherwise. The provisions of this Section 6.2 shall not be construed
          as a waiver by either party of its rights under applicable law to
          prohibit or restrict the assignment of this Agreement and the licenses
          granted hereunder, nor constitute a consent to the assumption or
          assignment of this Agreement or any of the licenses granted hereunder
          except as expressly provided and limited by Sections 3.8 and 6.2 of
          this Agreement. Any attempted assignment in derogation of the
          foregoing shall be null and void. The Agreement shall be binding upon
          and inure to the benefit of the parties and their permitted successors
          and assigns.

     6.3. PATENT ASSIGNMENTS. Neither party nor its Subsidiaries shall assign or
          transfer any of its licensed Patents unless such assignment is made
          subject to the terms and conditions of this Agreement. Any attempted
          assignment in derogation of the foregoing shall be null and void.

     6.4. NOTICE. All notices required or permitted to be given hereunder shall
          be in writing and shall be delivered by hand, or if dispatched by
          prepaid air courier or by registered or certified airmail, postage
          prepaid, addressed as follows:

          If to Nvidia:                      If to E&S:
          ------------                       ---------

          Nvidia Corporation                 Evans and Sutherland Computer Corp.
          2701 San Tomas Expressway          600 Komas Drive
          Santa Clara, CA 95050              Salt Lake City, UT 84108
          United States of America           United States of America
          Attn.: Chief Patent Counsel        Attn: Chief Financial Officer

          Such notices shall be deemed to have been served when received by
          addressee or, if delivery is not accomplished by reason of some fault
          of the addressee, when tendered for delivery. Either party may give
          written notice of a change of address and, after notice of such change
          has been received, any notice or request shall thereafter be given to
          such party as above provided at such changed address.

     6.5. CONSTRUCTION; NO RULE OF STRICT CONSTRUCTION. Regardless of which
          party may have drafted this Agreement, no rule of strict construction
          shall be applied against either party. The headings contained in this
          Agreement are for convenience of reference only, shall not be deemed
          to be a part of this Agreement and shall not be referred to in
          connection with the construction or interpretation of this Agreement.
          As used in this Agreement, the words "include" and "including," and
          variations

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                                                         NVIDIA/E&S CONFIDENTIAL

          thereof, shall not be deemed to be terms of limitation, but rather
          shall be deemed to be followed by the words "without limitation."
          Except as otherwise indicated, all references in this Agreement to
          "Sections" are intended to refer to Sections of this Agreement.

     6.6. SEVERABILITY. If any provision of this Agreement is determined by a
          court to be unenforceable, the parties shall deem the provision to be
          modified to the extent necessary to allow it to be enforced to the
          extent permitted by law, or if it cannot be modified, the provision
          will be severed and deleted from this Agreement, and the remainder of
          the Agreement will continue in effect.

     6.7. TAXES. Each party shall be responsible for the payment of its own tax
          liability arising from this transaction. The parties intend that this
          Agreement constitutes a nontaxable exchange of like kind intangible
          personal property pursuant to the rules of Section 1031 of the
          Internal Revenue Code of 1986, as amended. The parties agree to report
          this transaction consistent with nontaxable treatment in all tax
          returns, reports and filings.

     6.8. ENTIRE AGREEMENT. This Agreement embodies the entire understanding of
          the parties with respect to the subject matter hereof, and merges all
          prior and contemporaneous discussions between them, and neither of the
          parties shall be bound by any conditions, definitions, warranties,
          understandings, or representations with respect to the subject matter
          hereof other than as expressly provided herein; provided that nothing
          in this Agreement shall modify or supersede the terms, conditions,
          warranties, representations or other provisions of the Patent Purchase
          and License Agreement. No oral explanation or oral information by
          either party hereto shall alter the meaning or interpretation of this
          Agreement.

     6.9. MODIFICATION; WAIVER. No modification or amendment to this Agreement,
          nor any waiver of any rights, will be effective unless assented to in
          writing by the party to be charged, and the waiver of any breach or
          default will not constitute a waiver of any other right hereunder or
          any subsequent breach or default.

     6.10.GOVERNING LAW. This Agreement and matters connected with the
          performance thereof shall be construed, interpreted, applied and
          governed in all respects in accordance with the laws of the United
          States of America and the State of California, without reference to
          conflict of laws principles.

     6.11.JURISDICTION; VENUE. E&S and Nvidia agree that all disputes and
          litigation regarding this Agreement and matters connected with its
          performance shall be subject to the exclusive jurisdiction of the
          United States District Court for the Northern District of California,
          if such court has personal and subject matter jurisdiction of the
          litigation, or if not the courts of the State of California located in
          the County of Santa Clara. Each party to this Agreement: (i) expressly
          and irrevocably consents and submits to the jurisdiction of such
          courts in connection

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                                                         NVIDIA/E&S CONFIDENTIAL

          with any such legal proceeding; (ii) agrees that such courts shall be
          deemed to be a convenient forum; and (iii) agrees not to assert (by
          way of motion, as a defense or otherwise), in any such legal
          proceeding commenced in such courts, any claim that such party is not
          subject personally to the jurisdiction of such courts, that such legal
          proceeding has been brought in an inconvenient forum, that the venue
          of such proceeding is improper or that this Agreement or the subject
          matter of this Agreement may not be enforced in or by such courts.

     6.12.CONFIDENTIALITY OF TERMS. The parties hereto shall keep the terms of
          this Agreement confidential and shall not now or hereafter divulge
          these terms to any third party except:

          (a)  with the prior written consent of the other party;

          (b)  if so required by the order or demand of any governmental body
               having jurisdiction to call therefor, provided that the
               disclosing party uses its best efforts to give the other party
               reasonable notice prior to such disclosure and joins or
               cooperates in obtaining an appropriate protective order;

          (c)  only to the extent a party determines such disclosure may be
               required by regulation, law or legal process, including to legal
               and financial advisors in their capacity of advising a party in
               such matters and in disclosure documents required to be filed
               with the SEC or under stock exchange rules;

          (d)  during the course of litigation so long as the disclosure of such
               terms and conditions are restricted in the same manner as is the
               confidential information of other litigating parties and so long
               as: (a) the restrictions are embodied in a court-entered
               protective order; and (b) the disclosing party informs the other
               party in writing at least ten (10) days in advance of the
               disclosure;

          (e)  in confidence to employees with a need to know, legal counsel,
               accountants, banks and financing sources and their advisors
               solely in connection with complying with financial transactions;

          (f)  where the terms disclosed are, through no act or failure to act
               on the part of the disclosing party, generally known in the
               computer graphics or simulation industry; or

          (g)  in confidence to employees of the acquiring party with a need to
               know, and legal counsel, accountants, banks and financing sources
               and their advisors solely in connection with the negotiation and
               closing of a transaction involving a Change of Control.

                                     - 12 -
<Page>

                                                         NVIDIA/E&S CONFIDENTIAL

          The parties shall cooperate in preparing and agree to an announcement
          or press release relating to this Agreement.

     6.13.COMPLIANCE WITH LAWS. Anything contained in this Agreement to the
          contrary notwithstanding, the obligations of the parties hereto and of
          the Subsidiaries of the parties shall be subject to all laws, present
          and future, of any government having jurisdiction over the parties
          hereto or the Subsidiaries of the parties.

     6.14.FORCE MAJEURE. The parties hereto shall be excused from any failure
          to perform any obligation hereunder to the extent such failure is
          caused by war, acts of public enemies, strikes or other labor
          disturbances, fires, floods, acts of God, or any causes of like or
          different kind beyond the control of the parties.

     6.15.IMPORT AND EXPORT LAWS. Neither party shall export or re-export
          Licensed Products, or any direct product thereof, without first having
          obtained the appropriate U.S. or foreign government licenses. In no
          event will either party export Licensed Products to any country to
          which export is prohibited by the U.S. Each party shall indemnify,
          defend and hold the other harmless from and against any claims,
          damages or litigation costs resulting from or relating to the
          indemnifying party's failure to comply with this Section 6.15.

     6.16.SECTION 365(n). For purposes of Section 365(n) of the United States
          Bankruptcy Code (the "Code"), this Agreement is an "executory
          contract," the Patents are "intellectual property," and the parties
          are each a "licensor of a right to intellectual property" within the
          meaning of the Code. Notwithstanding any provision contained herein to
          the contrary, if a party is under any proceeding under the Code, and
          such party as debtor-in-possession or its trustee elects to reject
          this Agreement, the other party may, pursuant to Section 365(n)(1) and
          (2) of the Code, retain all of its rights hereunder to the maximum
          extent permitted by law.

     6.17.COUNTERPARTS. This Agreement may be executed in counterparts, each of
          which shall constitute an original and all of which, when taken
          together, shall constitute one agreement.

                                     - 13 -
<Page>

                                                         NVIDIA/E&S CONFIDENTIAL

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the Effective Date.


EVANS AND SUTHERLAND COMPUTER                    NVIDIA CORPORATION
CORPORATION

By: /s/ James R. Oyler                           By: /s/ Jen-Hsun Huang


James R. Oyler                                   Jen-Hsun Huang
--------------                                   --------------
Printed Name                                     Printed Name

President and CEO                                President and CEO
-----------------                                -----------------
Title                                            Title

                                     - 14 -

</TEXT>
</DOCUMENT>
