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jasonjohnson196
Visitor
Visitor
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Registered: ‎04-17-2013

Legal considerations on selling a product that has been created by Xilinx licensed tools

I have a (hypothetical) question about licensing that I believe is not answered in the website. The question is the following:

 

Assume that an engineering company develops via the use of ISE Design Suite System edition a product (e.g. a hardware controller) which makes use of several Xilinx IP cores (for mathematical functions, for embedded microprocessors etc). Should the company’s clients who purchase the product also buy the ISE Design Suite System edition license or any other Xilinx license that the engineering company as developer has bought from Xilinx and used it in order to develop the product? The question is about the legal implications not whether the product will work or not (because obviously it will work). I guess (or at least I hope) that the answer is “no, the clients don’t need to purchase a $5000 ISE Design Suite System license (+ extras possibly) in order to use the product legally”. But if the answer is yes could you please elaborate on what arrangement is usually made in such cases?    

 

If my question is answered somewhere in the Xilinx website and I failed to spot it, could you please provide the link?

 

Thanks in advance,

 

Jason

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5 Replies
austin
Scholar
Scholar
8,916 Views
Registered: ‎02-27-2008

Jason,

 

I am not a lawyer, I am an engineer.  But, I will offer you my opinion and understanding (for an actual legally binding answer, you would have to have that discussion with our legal departmnent).

 

First, we sell integrated circuits (mostly).  So, we wish you to use our tools to enable you to sell lots of products, resulting in lots of our chips being purchased by you.

 

If you use our IP, tools, etc. for use in our devices, we allow you to use, royalty-free, our 3000+ patents.

 

Our licenses do not allow you to use our IP in anyone else's silicon.

 

If you sell your product to someone who wishes to program our device further, then they must get our software to do that.  In so doing, they now have the same license rights that any of our customers have for silicon and IP.  A good example of that is FPGA prototyping of an ASIC/ASSP/SoC.  Those are generic platforms, whch need to be programmed.  The company offering those products often buys licenses from us, to include our software inside their own software, so the customer is unaware of any Xilinx software (they did not need to get  a license from Xilinx, their supplier did that for them).

 

I am unaware of other any other uses that require the customer have a license, other than FPGA prototyping and the seller's of development boards, themselves Avnet, Digilent, etc.).

 

What is it that you have in mind?

 

 

 

 

Austin Lesea
Principal Engineer
Xilinx San Jose
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jasonjohnson196
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Registered: ‎04-17-2013

Austin,

 

Many thanks for your answer.

 

Ok, so if got it completely right you are basically saying the following:

(a) If the company makes a complete final product (i.e. a product without need for further programming or intention from the client to program it further) and this product is using Xilinx FGPA chips (wherever there is implementation of Xilinx IP cores) then the company can sell it without further need of licensing (royalty-free, 3000+ patents). The hardware platform can be (i) a development board from Xilinx, (ii) a development board from third parties that use Xilinx FPGA chips or (ii) a custom-made board using Xilinx FPGA chips.  

(b) If the company makes a complete final product in the form of ASIC/ASSP/SoC then again there is no need for further licensing. Is that right?

(c) If the company’s role is to do the FPGA prototyping for another client and then the client implements it by himself into ASIC/ASSP/SoC form, then the client must also purchase the Xilinx tools license as well (in order anyway to be able to program it).

(d) If the company sells custom software which includes Xilinx software then the company can buy an additional Xilinx license and sell it with the product (with the client being unaware of the whole licensing story)  

 

I think that covers me. Basically we are working on a project where we intent to develop an FPGA prototype (using Xilinx chips) for a certain application. Then we will sell it to another bigger company which will use and integrate it in their own complete final hardware products. So if this bigger company purchases/has a single licence for the ISE Design Suite System edition (just in order to be able to program by themselves the FPGA chips or ASICS in a relatively mass production) they can sell their products to their clients without their clients needing to obtain a Xilinx license or without the company requiring to buy any additional licenses from Xilinx. Well, phew. If that was not the case the product would have been extremely expensive (with a $5000 overhead) to be competitive.  

 

Have I got something wrong?

 

Thanks again,

 

Jason

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mcgett
Xilinx Employee
Xilinx Employee
8,896 Views
Registered: ‎01-03-2008

The right place to review the necessary IP licensing information is here:

http://www.xilinx.com/ipcenter/ip_license/ip_licensing.htm

 

This is the key licensing grant that you are interested in.

3. License Grants.Subject to the terms and conditions of this Agreement, Xilinx hereby grants Licensee the following nonexclusive, nontransferable licenses:


3.1 Use Rights: Licensee may internally reproduce and use the Licensed Materials for the sole purpose of creating designs that are programmed into a Xilinx Device; and

3.2 Distribution Rights: Licensee may reproduce and distribute the Licensed Materials, solely in binary form for use to program a Xilinx Device that operates in Licensee's system-level hardware products.

In both your original and followup you made mention to your end customer programming FPGA and/or ASIC/ASSP/SoC.    If you have used any Xilinx IP (not the material that you create yourself) then that IP is not licensed to be programmed into a non-Xilinx FPGA or included in an ASIC/ASSP/SoC.

------Have you tried typing your question into Google? If not you should before posting.
Too many results? Try adding site:www.xilinx.com
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jasonjohnson196
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Registered: ‎04-17-2013

OK settled. Basically the answer is here:

 

http://www.xilinx.com/support/documentation/sw_manuals/end-user-license-agreement.txt

 

And it is the following:

 

Distribution Rights:  Licensee may distribute Distributable Components (including when modified per Section 3(a)(3)B (Modification Rights) above), provided that either (a) such Distributable Components have been converted into a machine executable form, such as in the case of a Core, a Bitstream, and in the case of a Driver, in compiled object code form; or (b) the recipient thereof has a valid license from Xilinx to use the same Software.  In all cases Distributable Components shall be distributed only for use to program a Xilinx Device.

 

In other words as long as the Xilinx IP cores are programmed (in machine executable form of course) into Xilinx FPGA chips then there is no need for further licensing to the ultimate end customer. So basically from the statements I wrote in my previous post, statement (a) is correct whereas statement (b) is wrong.

 

OK that is what I believed from the beginning as the main purpose of Xilinx is selling (their own) FPGA chips and other hardware. Fair enough. I just wanted to clarify the ASIC part. Personally I don’t think that there is much need for ASICs these days and using FPGA chips can be fairly competitive for a relatively small mass production. In addition to this our implementation intents to make full use of the reconfigurable nature of FPGAs - so the use of FPGAs in the final product is anyway mandatory. Of course the chips should be Xilinx ones whenever Xilinx IP cores are used.

 

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austin
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Registered: ‎02-27-2008

J,

 

Sounds like your business model is similar to Nenni, HAPS (Synopsys), Mentor, etc.  You should become a Xilinx partner, and be part of the Xilinx Partner Program, and derive the benefits from having us know about your products, and also the contracts and agreements for such a business model.


You have stepped over the line into 'talking like a lawyer' so I will not comment any further -- you need to talk to our legal team.

 

And, Ed is absolutely correct:  our licenses specifically prohibit the use of any of our IP or tools, to develop, construct, or sell, anything other than our own silicon!

 

Good luck,

 

 

Austin Lesea
Principal Engineer
Xilinx San Jose
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