          Intel End User License Agreement for Developer Tools (Version October 2020)

        IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE DOWNLOADING,
                         INSTALLING, COPYING OR USING

This Agreement is between you, or the company or other legal entity that you represent and
warrant you have the legal authority to bind, (each, “You” or “Your”) and Intel Corporation and
its subsidiaries (collectively, “Intel”) regarding Your use of the Materials. By downloading,
installing, copying or otherwise using the Materials, You agree to be bound by the terms of this
Agreement. If You do not agree to the terms of this Agreement, or do not have legal authority or
required age to agree to them, do not download, install, copy or otherwise use the Materials.

1. LICENSE DEFINITIONS.

   A. “Cloud Provider” means a third party cloud service provider offering a cloud-based
      platform, infrastructure, application or storage services, such as Microsoft Azure or
      Amazon Web Services, which You may utilize solely subject to the restrictions set forth in
      Section 3.3 B.

   B. “Computer” means a computer, workstation or server(s); as well as a container or virtual
      machine located on Your or Your Cloud Provider’s server.

   C. “Derivative Work” means a derivative work, as defined in 17 U.S.C. § 101, of the Source
      Code.

   D. “Executable Code” means computer programming code in binary form suitable for
      machine execution by a processor without the intervening steps of interpretation or
      compilation.

   E. “Instance” means a single running copy of the Materials on a Computer.

   F. “Licensed Patent Claims” mean the claims of Intel’s patents that are necessarily and
      directly infringed by the reproduction and distribution of the Materials that is authorized in
      Section 3 below, when the Materials are in their unmodified form as delivered by Intel to
      You and not modified or combined with anything else. Licensed Patent Claims are only
      those claims that Intel can license without paying, or getting the consent of, a third party.

   G. "Materials" mean the software, documentation, the software product serial number, and
      other collateral, including any updates, that are made available to You by Intel under this
      Agreement. Materials include any Redistributables, Executable Code, Source Code,
      Sample Source Code, and Pre-Release Materials, but do not include Third Party Programs.

   H. “Microsoft Platforms” mean any current and future Microsoft operating system products,
      Microsoft run-time technologies (such as the .NET Framework), and Microsoft application
      platforms (such as Microsoft Office or Microsoft Dynamics) that Microsoft offers.

   I.    “Pre-Release Materials” mean the Materials, or portions of the Materials, that are identified
         (in the product release notes, on Intel’s download website for the Materials or elsewhere)
         or labeled as pre-release, prototype, alpha or beta code and, as such, are deemed to be
         pre-release code, which may not be fully functional or tested and may contain bugs or
         errors, which Intel may substantially modify in its development of a production version, and
         for which Intel makes no assurances that it will ever develop or make generally available a
         production version. Pre-Release Materials are subject to the terms of Section 4.2.

   J.    “Priority Support” means assistance through Intel’s Online Service Center for paid User
         Types for the Materials.

   K. “Reciprocal Open Source Software” means any software that is subject to a license
      which requires that (a) it must be distributed in source code form; (b) it must be licensed
        under the same open source license terms; and (c) its derivative works must be licensed
        under the same open source license terms. Examples of this type of license are the GNU
        General Public License or the Mozilla Public License.

    L. "Redistributables" mean the files (if any) listed in the “redist.txt”, “redist-rt.txt” or similarly-
       named text files that may be included in the Materials. Redistributables include Sample
       Source Code.

    M. “Sample Source Code” means those portions of the Materials that are Source Code and
       are identified as sample code. Sample Source Code may not have been tested nor
       validated by Intel and is provided purely as a programming example.

    N. “Source Code” means the software portion of the Materials provided in human readable
       format.

    O. “Term” means either a perpetual or a time limited term for the Materials that You obtain
       as specified on Intel’s download website, in Intel’s applicable documentation or as
       controlled by the serial number for the Materials.

    P. “Third Party Programs” mean the files (if any) listed in the “third-party-programs.txt” or
       other similarly-named text file that may be included in the Materials for the applicable
       software.

    Q. “User Type” has the meaning specified in Section 2.

    R. “Your Product” means one or more applications, products or projects developed by or for
       You using the Materials.

2. USER TYPES. This Agreement covers both free and paid User Types. Free users do not
   receive access to Priority Support. All paid users receive access to Priority Support upon the
   payment of fees specified in Section 5. If you are a paid user, then the type of license You
   receive will be specified in writing by Intel directly or by an authorized Intel distributor. You
   understand and agree that the following User Types described below are subject to Your
   continued compliance with the license grants in Section 3:

2.1 Free User. You are authorized to run as many Instances as needed for an unlimited number
    of users for You, Your company or other legal entity that you represent.

2.2 Single Named-User. Subject to payment of appropriate fees, You are authorized to run as
    many Instances as needed for a single user.

2.3 Concurrent User. Subject to payment of appropriate fees, You are authorized to run as many
    Instances as needed on a designated network(s) for use by no more than the authorized
    number of concurrent users.

2.4 Site User. Subject to payment of appropriate fees, You are authorized to run as many
    Instances as needed for use by any number of concurrent users located at the specified site or
    sites specified in the “site_license_materials.txt” file you receive from Intel.

3. LICENSE GRANTS.

3.1 License to the Materials.

    Subject to the terms and conditions of this Agreement, Intel grants You for the appropriate
    Term a non-exclusive, worldwide, non-assignable (except as expressly permitted hereunder),
    non-sublicensable, limited right and license for Your applicable User Type:

    A. under its copyrights, to:
    (1) reproduce internally a reasonable number of copies of the Materials for Your personal
        or business use;

    (2) use the Materials internally solely for Your personal or business use to develop Your
        Product, in accordance with the documentation or text files included as part of the
        Materials;

    (3) modify or create Derivative Works of the Redistributables, or any portions, that are
        provided to You in Source Code;

    (4) distribute (directly and through Your distributors, resellers, and other channel partners,
        if applicable), the Redistributables, including any modifications to or Derivative Works
        of the Redistributables made pursuant to Section 3.1.A(3), or any portions, subject to
        the following conditions:

          (a) Any distribution of the Redistributables must only be as part of Your Product which
              must add significant primary functionality different than that of the Redistributables
              themselves;

          (b) You will redistribute the Redistributables originally provided to You by Intel only in
              Executable Code subject to a license agreement that prohibits disassembly and
              reverse engineering of the Redistributables;

          (c) This distribution right includes a limited right to sublicense only the Intel copyrights
              in the Redistributables and only to the extent necessary to perform, display, and
              distribute the Redistributables (including Your modifications and Derivative Works)
              solely as incorporated in Your Product; and

          (d) You (i) will be solely responsible to Your customers for any update, support
              obligation or other liability which may arise from Your distribution of Your Product,
              (ii) will not make any statement that Your Product is "certified" or that its
              performance is guaranteed by Intel or its suppliers, (iii) will not use Intel's or its
              suppliers’ names or trademarks to market Your Product without written permission
              from Intel, (iv) will comply with any additional restrictions which are included in the
              text files with the Redistributables and in Section 4 below, (v) will indemnify, hold
              harmless, and defend Intel and its suppliers from and against any claims or
              lawsuits, including attorney's fees, that arise or result from Your modifications,
              Derivative Works or Your distribution of Your Product;

    and

B. under Intel’s Licensed Patent Claims, to:

    (1) make copies of the Materials only as specified in Section 3.1.A(1);

    (2) use the Materials only as specified in Section 3.1.A(2); and

    (3) offer to distribute, and distribute, but not sell, the Redistributables only as part of Your
        Product under Intel’s copyright license granted in Section 3.1(A), but only under the
        terms of that copyright license and not as a sale;

    And, provided further, that the license under the Licensed Patent Claims does not and will
    not apply to, and Intel expressly does not grant You a patent license in this Agreement to,
    any modifications to, or Derivative Works of, the Materials or Redistributables, whether
    made by You, Your contractor(s), Your customer(s) (which, for all purposes under this
    Agreement, will mean either a customer, reseller, distributor or other channel partner) or
    any third party, even if the modifications or Derivative Works are permitted under 3.1.A(3).
3.2 Third Party Programs and Other Intel Programs Licenses. Third Party Programs, even if
    included with the distribution of the Materials, may be governed by separate license terms,
    including without limitation, third party license terms, open source software notices and terms,
    and/or other Intel software license terms. These separate license terms solely govern Your use
    of the Third Party Programs.

3.3 Third Party Use.

    A. If you are an entity, Your contractors may use the Materials as specified in Section 3,
       provided: (i) their use of the Materials is solely on behalf of and in support of Your business,
       (ii) they agree to the terms and conditions of this Agreement, and (iii) You are solely
       responsible for their use of the Materials.

    B. You may utilize a Cloud Provider to host the Materials for You, provided: (i) the Cloud
       Provider may only host the Materials for Your exclusive use and may not use the Materials
       for any other purpose whatsoever, including the restriction set forth in Section 4.1(xii); (ii)
       the Cloud Provider’s use of the Materials must be solely on behalf of and in support of Your
       Product, and (iii) You will indemnify, hold harmless, and defend Intel and its suppliers from
       and against any claims or lawsuits, including attorney's fees, that arise or result from Your
       Cloud Provider’s use, misuse or disclosure of the Materials.

4. LICENSE CONDITIONS.

4.1 Restrictions. Except as expressly provided in this Agreement, You may NOT: (i) use, copy,
    distribute, or publicly display the Materials; (ii) share, publish, rent or lease the Materials to any
    third party; (iii) assign this Agreement or transfer the Materials; (iv) modify, adapt, or translate
    the Materials in whole or in part; (v) reverse engineer, decompile, or disassemble the Materials,
    or otherwise attempt to derive the source code for the software; (vi) work around any technical
    limitations in the Materials or attempt to modify or tamper with the normal function of any license
    manager that may regulate usage of the Materials; (vii) distribute, sublicense or transfer any
    Source Code, of the Materials or Derivative Works to any third party; (viii) allow Redistributables
    to run on a platform other than a Microsoft Platform if according to the accompanying user
    documentation the Materials are meant to execute only on a Microsoft Platform; (ix) remove,
    minimize, block or modify any notices of Intel or its suppliers in the Materials; (x) include the
    Redistributables in malicious, deceptive, or unlawful programs or products or use the Materials
    in any way that is against the law; (xi) modify, create a Derivative Work, link, or distribute the
    Materials so that any part of it becomes Reciprocal Open Source Software; (xii) use the
    Materials directly or indirectly for SaaS services or service bureau purposes (i.e., a service that
    allows use of or access to the Materials by a third party as a service, such as the salesforce.com
    service business model).

4.2 Pre-Release Materials. If You receive Pre-Release Materials, You may reproduce a
    reasonable number of copies, and use the Pre-Release Materials for evaluation, and testing
    purposes only. You may not (i) modify or incorporate the Pre-Release Materials into Your
    Product; (ii) continue to use the Pre-Release Materials once a commercial version is released;
    or (iii) disclose to any third party any benchmarks, performance results, or other information
    relating to the Pre-Release Materials. Intel may waive these restrictions in writing at its sole
    discretion; however, if You decide to use the Pre-Release Materials in Your Product (even with
    Intel’s waiver), You acknowledge and agree that You are fully responsible for any and all issues
    that result.

4.3 Safety, Critical, and Lifesaving Applications. The Materials may provide information
    relevant to safety-critical applications to allow compliance with functional safety standards or
    requirements (“Safety-Critical Applications”). You understand and acknowledge that
    safety is Your responsibility. To the extent You use the Materials to create, or as part of,
    products used in Safety-Critical Applications it is Your responsibility to design, manage
    and assure system-level safeguards to anticipate, monitor and control system failures,
    and You agree that You are solely responsible for all applicable regulatory standards
    and safety-related requirements concerning Your use of the Materials in Safety Critical
    Applications. Should You use the Materials for Safety-Critical Applications or in any type of
    a system or application in which the failure of the Materials could create a situation where
    personal injury or death may occur (e.g., medical systems, life sustaining or lifesaving
    systems) (“Lifesaving Applications”), You agree to indemnify, defend, and hold Intel and its
    representatives harmless against all claims, costs, damages, and expenses, including
    reasonable attorney fees arising in any way out of Your use of the Materials in Safety-Critical
    Applications or Lifesaving Applications and claims of product liability, personal injury or death
    associated with those applications; even if such claims allege that Intel was negligent or strictly
    liable regarding the design or manufacture of the Materials or its failure to warn regarding the
    Materials.

4.4 Media Format Codecs and Digital Rights Management. You acknowledge and agree that
    Your use of the Materials or distribution of the Redistributables with Your Product as permitted
    by this Agreement may require You to procure license(s) from third parties that may hold
    intellectual property rights applicable to any media decoding, encoding or transcoding
    technology (e.g., the use of an audio or video codec) and/or digital rights management
    capabilities of the Materials, if any. Should any such additional licenses be required, You are
    solely responsible for obtaining any such licenses and agree to obtain any such licenses at
    Your own expense.

4.5 Materials Transfer. You may only permanently transfer the Materials, and all of Your rights
    and obligations under this Agreement, to another party (“Recipient”) solely in conjunction with
    a change of ownership, merger, acquisition, sale or transfer of all or substantially all of Your
    business or assets, either voluntarily, by operation of law or otherwise subject to the following:
    You must notify Intel of the transfer by sending a letter to Intel: (i) identifying the Recipient and
    Your legal entities, (ii) identifying the Materials (i.e., the specific Intel software and version) and
    the associated serial numbers to be transferred, (iii) certifying that You retain no copies of the
    Materials or portions, (iv) certifying that the Recipient has agreed in writing to be bound by all
    of the terms and conditions of this Agreement, (v) for paid User Types listed in Section 2,
    certifying that the Recipient has been notified that in order to receive support from Intel for the
    Materials they must notify Intel in writing of the transfer and provide Intel with the information
    specified in subsection (ii) above along with the name and email address of the individual
    assigned to use the Materials, and (vi) providing Your email address so that Intel may confirm
    receipt of Your letter. The above information can be emailed to your Intel representative or by
    letter to: Intel Corporation, 2111 NE 25th Avenue, Hillsboro, OR 97124, Attn: CPDP Contracts
    Management, JF2-28. The Materials will be permanently transferred to the Recipient once Intel
    confirms receipt of Your request.

5. FEES; TAXES.

5.1 Fees. Upon Your receipt of Intel’s or its reseller’s invoice, You will pay Intel or its reseller the
    license and support fees, if any, for the Materials in US dollars according to Your User Type

5.2 Taxes. All payments will be made free and clear without deduction for any and all present and
    future taxes imposed by any taxing authority. In the event that You are prohibited by law from
    making such payments unless You deduct or withhold taxes therefrom and remit such taxes to
    the local taxing jurisdiction, then You will duly withhold and remit such taxes to the appropriate
    taxing authority and will pay to Intel or its reseller its proportionate share of the remaining net
    amount after the taxes have been withheld. You will promptly furnish Intel or its reseller with a
    copy of an official tax receipt or other appropriate evidence of any taxes imposed on payments
    made under this Agreement, including taxes on any additional amounts paid. In cases other
    than taxes referred to above, including but not limited to sales and use taxes, stamp taxes,
    value added taxes, property taxes and other taxes or duties imposed by any taxing authority
    on or with respect to this Agreement, the costs of such taxes or duties will be borne by You. In
    the event that such taxes or duties are legally imposed initially on Intel or its reseller, or Intel or
    its reseller is later assessed by any taxing authority, then Intel or its reseller will be promptly
    reimbursed by You for such taxes or duties.

6. DATA COLLECTION AND PRIVACY.
6.1 Data Collection. Certain Materials may generate and collect anonymous data and/or
    provisioning data about the Materials and/or the development environment and transmit the
    data to Intel as a one-time event during installation. Optional data may also be collected by the
    Materials, however, You will be provided notice of the request to collect optional data and no
    optional data will be collected without Your consent. All data collection by Intel is performed
    pursuant to relevant privacy laws, including notice and consent requirements.

6.2 Intel’s Privacy Notice. Intel is committed to respecting Your privacy. To learn more about
    Intel’s privacy practices, please visit http://www.intel.com/privacy.

7. OWNERSHIP. Title to the Materials and all copies remain with Intel or its suppliers. The
   Materials are protected by intellectual property rights, including without limitation, United States
   copyright laws and international treaty provisions. You will not remove any copyright or other
   proprietary notices from the Materials. You agree to prevent any unauthorized copying of the
   Materials. Except as expressly provided herein, no license or right is granted to You directly
   or by implication, inducement, estoppel or otherwise; specifically Intel does not grant any
   express or implied right to You under Intel patents, copyrights, trademarks, or trade secrets.

8. NO WARRANTY AND NO SUPPORT.

8.1 No Warranty. Disclaimer. Intel disclaims all warranties of any kind and the terms and
    remedies provided in this Agreement are instead of any other warranty or condition,
    express, implied or statutory, including those regarding merchantability, fitness for any
    particular purpose, non-infringement or any warranty arising out of any course of
    dealing, usage of trade, proposal, specification or sample. Intel does not assume (and
    does not authorize any person to assume on its behalf) any other liability.

8.2 No Support; Priority Support for Paid User Types. Intel may make changes to the Materials,
    or to items referenced therein, at any time without notice, but is not obligated to support, update
    or provide training for the Materials under the terms of this Agreement. Intel offers Priority
    Support for paid User Types.

9. LIMITATION OF LIABILITY.

9.1 Intel will not be liable for any of the following losses or damages (whether such losses
    or damages were foreseen, foreseeable, known or otherwise): (i) loss of revenue; (ii)
    loss of actual or anticipated profits; (iii) loss of the use of money; (iv) loss of anticipated
    savings; (v) loss of business; (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss of
    use of the Materials; (ix) loss of reputation; (x) loss of, damage to, or corruption of data;
    or (xi) any indirect, incidental special or consequential loss of damage however caused
    (including loss or damage of the type specified in this Section 9).

9.2 Intel’s total cumulative liability to You, including for direct damages for claims relating
    to this Agreement (whether for breach of contract, negligence, or for any other reason),
    will not exceed the sum paid to Intel by You in the twelve (12) month period preceding
    the date such claim arose for the Materials that are the subject of and directly affected
    by such claim.

9.3 You acknowledge that the limitations of liability provided in this Section 9 are an
    essential part of this Agreement. You agree that the limitations of liability provided in
    this Agreement with respect to Intel will be conveyed to and made binding upon any
    customer of Yours that acquires the Redistributables, alone or in combination with other
    items from You.

10. USER SUBMISSIONS. This Agreement does not obligate You to provide Intel with materials,
    information, comments, suggestions or other communications regarding the Materials.
    However, You agree that any material, information, comments, suggestions or other
    communications You transmit or post to an Intel website (including but not limited to,
    submissions to the Priority Support and/or other customer support websites or online portals)
    or provide to Intel under this Agreement are not controlled by the International Traffic in Arms
    Regulations (ITAR) or the Export Administration Regulation (EAR), and if related to the
    features, functions, performance or use of the Materials are deemed non-confidential and non-
    proprietary ("Communications"). Intel will have no obligations with respect to the
    Communications. You hereby grant to Intel a non-exclusive, perpetual, irrevocable, royalty-
    free, copyright license to copy, modify, create Derivative Works, publicly display, disclose,
    distribute, license and sublicense through multiple tiers of distribution and licensees,
    incorporate and otherwise use the Communications and all data, images, sounds, text, and
    other things embodied therein, including Derivative Works thereto, for any and all commercial
    or non-commercial purposes. You are prohibited from posting or transmitting to or from an Intel
    website or providing to Intel any unlawful, threatening, libelous, defamatory, obscene,
    pornographic, or other material that would violate any law. If You wish to provide Intel with
    information that You intend to be treated as confidential information, Intel requires that such
    confidential information be provided pursuant to a non-disclosure agreement (“NDA”); please
    contact Your Intel representative to ensure the proper NDA is in place.

    Nothing in this Agreement will be construed as preventing Intel from reviewing Your
    Communications and errors or defects in Intel products discovered while reviewing Your
    Communications. Furthermore, nothing in this Agreement will be construed as preventing Intel
    from implementing independently-developed enhancements to Intel’s own error diagnosis
    methodology to detect errors or defects in Intel products discovered while reviewing Your
    Communications or to implement bug fixes or enhancements in Intel products. The foregoing
    may include the right to include Your Communications in regression test suites.

11. NON-DISCLOSURE. Information provided by Intel to You may include information marked as
    confidential. You must treat such information as confidential under the terms of the applicable
    NDA between Intel and You. If You have not entered into an NDA with Intel, You must not
    disclose, distribute or make use of any information marked as confidential, except as expressly
    authorized in writing by Intel. Intel retains all rights in and to its confidential information
    specifications, designs, engineering details, discoveries, inventions, patents, copyrights,
    trademarks, trade secrets and other proprietary rights relating to the Materials. Any breach by
    You of the confidentiality obligations provided for in this Section 11 will cause irreparable injury
    to Intel for which money damages may be inadequate to compensate Intel for losses arising
    from such a breach. Intel may obtain equitable relief, including injunctive relief, if You breach
    or threaten to breach Your confidentiality obligations.

12. TERM AND TERMINATION. This Agreement becomes effective on the date You accept this
    Agreement and will continue until terminated as provided for in this Agreement. If You are using
    the Materials under a paid User Type with a limited Term, this Agreement terminates without
    notice on the last day of the Term. If you are using the Materials under a free User Type, the
    Term is perpetual. The Term for any Pre-Release Materials terminates upon release of a
    commercial version. Intel may terminate this Agreement if You are in breach of any of its terms
    and conditions and such breach is not cured within thirty (30) days of written notice from Intel.
    Upon termination, You will promptly destroy the Materials and all copies. In the event of
    termination of this Agreement, the license grant to any Redistributables distributed by You in
    accordance with the terms and conditions of this Agreement, prior to the effective date of such
    termination, will survive any such termination of this Agreement. Sections 1, 3.1.A(4)(d)(v), 3.2,
    3.3 B(iii), 4.3, 5.2, 6, 7, 8, 9, 10, 11, 12 (with respect to these survival provisions in the last
    sentence), 13, and 14 will survive expiration or termination of this Agreement.

13. U.S. GOVERNMENT RESTRICTED RIGHTS. The technical data and computer software
    covered by this license is a “Commercial Item,” as such term is defined by the FAR 2.101 (48
    C.F.R. 2.101) and is “commercial computer software” and “commercial computer software
    documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48
    C.F.R. 227.7202), as applicable. This commercial computer software and related
    documentation is provided to end users for use by and on behalf of the U.S. Government, with
    only those rights as are granted to all other end users pursuant to the terms and conditions of
    this Agreement.
14. GENERAL PROVISIONS.

14.1 ENTIRE AGREEMENT. This Agreement contains the complete and exclusive agreement and
     understanding between the parties concerning the subject matter of this Agreement, and
     supersedes all prior and contemporaneous proposals, agreements, understanding,
     negotiations, representations, warranties, conditions, and communications, oral or written,
     between the parties relating to the same subject matter. This Agreement, including without
     limitation its termination, has no effect on any signed NDA between the parties, which remain
     in full force and effect as separate agreements to their terms. Each party acknowledges and
     agrees that in entering into this Agreement it has not relied on, and will not be entitled to rely
     on, any oral or written representations, warranties, conditions, understanding, or
     communications between the parties that are not expressly set forth in this Agreement. The
     express provisions of this Agreement control over any course of performance, course of
     dealing, or usage of the trade inconsistent with any of the provisions of this Agreement. The
     provisions of this Agreement will prevail notwithstanding any different, conflicting, or
     additional provisions that may appear on any purchase order, acknowledgement, invoice, or
     other writing issued by either party in connection with this Agreement. No modification or
     amendment to this Agreement will be effective unless in writing and signed by authorized
     representatives of each party, and must specifically identify this Agreement by its title and
     version (e.g., “Intel oneAPI End User License Agreement (Version October 2020)”); except
     that Intel may make changes to the Agreement as it distributes new versions of the Materials.
     When changes are made, Intel will make a new version of the Agreement available on its
     website. If You received a copy of this Agreement translated into another language, the
     English language version of this Agreement will prevail in the event of any conflict between
     versions.

14.2 EXPORT. You acknowledge that the Materials and all related technical information are
     subject to export controls and you agree to comply with all laws and regulations of the United
     States and other applicable governments governing export, re-export, import, transfer,
     distribution, and use of the Materials. In particular, but without limitation, the Materials may
     not be exported or re-exported (a) into any U.S. embargoed countries or (b) to any person or
     entity listed on a denial order published by the U.S. government or any other applicable
     governments. By using the Materials, You represent and warrant that You are not located in
     any such country or on any such list. You also agree that You will not use the Materials for,
     or sell or transfer them to a third party who is known or suspected to be involved in, any
     purposes prohibited by the U.S. government or other applicable governments, including,
     without limitation, the development, design, manufacture, or production of nuclear, missile,
     chemical or biological weapons.

14.3 GOVERNING LAW, JURISDICTION, AND VENUE. All disputes arising out of or related to
     this Agreement, whether based on contract, tort, or any other legal or equitable theory, will
     in all respects be governed by, and construed and interpreted under, the laws of the United
     States of America and the State of Delaware, without reference to conflict of laws principles.
     The parties agree that the United Nations Convention on Contracts for the International Sale
     of Goods (1980) is specifically excluded from and will not apply to this Agreement. All
     disputes arising out of or related to this Agreement, whether based on contract, tort, or any
     other legal or equitable theory, will be subject to the exclusive jurisdiction of the courts of the
     State of Delaware or of the Federal courts sitting in that State. Each party submits to the
     personal jurisdiction of those courts and waives all objections to that jurisdiction and venue
     for those disputes.

14.4 SEVERABILITY. The parties intend that if a court holds that any provision or part of this
     Agreement is invalid or unenforceable under applicable law, the court will modify the
     provision to the minimum extent necessary to make it valid and enforceable, or if it cannot
     be made valid and enforceable, the parties intend that the court will sever and delete the
     provision or part from this Agreement. Any change to or deletion of a provision or part of this
     Agreement under this Section will not affect the validity or enforceability of the remainder of
     this Agreement, which will continue in full force and effect.
