Covenant Not to Assert. Licensee hereby irrevocably agrees not to Assert against PalmSource or its Subsidiaries any claim of intellectual property rights of Licensee embodied in whole or in part in: (i) the Licensee Modifications; (ii) any Licensee Replacement Fragments, other than with respect to (a) intellectual property rights of Licensee existing prior to the Effective Date (“Pre-Existing Licensee Intellectual Property”), and (b) Licensee Replacement Fragments developed solely by Licensee’s personnel who have not had access to any Source Materials; or (iii) any portions of Licensee Add-On Modules that provide adaptations and/or optimizations for interfacing with the PS Product Software or any portions that incorporate Confidential Information from PS Source Code, other than with respect to (x) Pre-Existing Licensee Intellectual Property and (y) Licensee Add-On Modules developed solely by Licensee’s personnel who have not had access to any Source Materials after the Separation Date (other than sample source code applications covered under Source Code Attachment No. 10). The foregoing covenant not to Assert shall not apply to Licensee Add-On Modules developed by Licensee where the access to source code occurred only prior to the Separation Date. Licensee further irrevocably agrees not to Assert against PalmSource or its Subsidiaries any claim based on claims of patents owned by Licensee to the extent any such claims constitute inventions that embody Confidential Information from PS Source Code (except for source code for sample source code applications covered under Source Code Attachment No. 10) or that read in whole or in part on any portions of Licensee Add-On Modules that provide adaptations or optimizations for interfacing with the PS Source Code. Licensee’s covenant not to Assert in the foregoing sentences shall only apply to (i) the development by PalmSource and its subsidiaries of software to be licensed or distributed by PalmSource or its subsidiaries, and (ii) the making, use, selling, importation, demonstration, distribution or other disposition of software products licensed or distributed by PalmSource or its subsidiaries and maintenance and support services therefor (collectively, “PalmSource Products”), whether by PalmSource, its subsidiaries or its direct and indirect customers and sublicensees, but does not apply to separate software added by third party customers or sublicensees.
Covenant Not to Assert. LICENSEE hereby covenants that neither it nor its Affiliates will assert any of LICENSEE’s or its Affiliates rights in Technically Necessary IPR against any of QUALCOMM’s other Subscriber Unit or ASIC licensees (the “Authorized Licensees”) which (a) use any of LICENSEE’s Technically Necessary IPR to make, use and sell Subscriber Units and/or Components for Wireless Applications and (b) have agreed with QUALCOMM to a similar undertaking not to assert claims against LICENSEE and its Affiliates. LICENSEE does not by this Section 6.3 agree, on behalf of itself or its Affiliates, to waive its rights to assert any of its rights against any Authorized Licensee for using any of LICENSEE’s Commercially Necessary IPR. Any Authorized Licensee that has agreed with QUALCOMM to a similar undertaking not to assert claims shall be regarded as a third party beneficiary of this Section 6.3. QUALCOMM will promptly notify LICENSEE of any Authorized Licensees that have agreed to such a similar undertaking.
Covenant Not to Assert. Each Participant, on behalf of itself and each of its Affiliates who are such at any time during such Participant’s membership or participation in the Corporation (each Participant and each such Affiliate being referred to herein individually as “Party” and collectively as “Parties”) irrevocably covenants that it will not enforce or seek to enforce any of its Covered Patent Rights (as defined below) against any implementation of any OpenSFS Alliance Release (i) to which the Party contributes, (ii) in the development of which the Party participates, or (iii) which is created or released while the Party is a Participant in the Corporation.
Covenant Not to Assert. Freescale hereby grants a personal, worldwide, non-exclusive, non-transferable covenant that no member of the Freescale Group will assert any Freescale IC Patent Claims against any member of the Motorola Group or their respective customers or distributors for using, having made, selling, importing or offering for sale any Semiconductor Products embodied in a Motorola product; provided, however, that the aforementioned covenant will not apply to any stand-alone Semiconductor Product component offered for sale or sold as a product except to the extent offered to an equipment manufacturer for use in a Motorola product.
Covenant Not to Assert. Notwithstanding Section 2.1.1, in the event that, after the execution of this Agreement, without the express prior written consent of CTV or as set forth in a Phase 3 Agreement, Solazyme (inadvertently or purposefully) discloses to CTV or any of its Affiliates any Confidential Information of Solazyme regarding Solazyme’s Program Technology or Solazyme’s Background Technology except as permitted under Section I of Exhibit F (“Unrequested Information”), Solazyme shall not assert that any use of such Unrequested Information by CTV or any of its Affiliates, alone or with Third Parties, breaches any obligation hereunder or is subject to the payment of royalties or other compensation; provided, however, that such covenant not to assert shall not apply with respect to (i) any issued and unexpired patent (that has not been invalidated) controlled by Solazyme, or (ii) any response to a request for information made orally or in writing by CTV to a Solazyme personnel other than the Solazyme Disclosure Representative. For the avoidance of doubt, if CTV requests any information orally from the Solazyme Disclosure Representative, any response to such inquiry shall be Unrequested Information subject to the covenant not to assert set forth in this Section 2.1.2. In the event that CTV and/or any of its Affiliates are collaborating with a Third Party in connection with a use of Unrequested Information, CTV and its Affiliates may disclose any Unrequested Information to such Third Party on a need to know basis in connection with such use of such Unrequested Information, and such Third Party may use such Unrequested Information pursuant to the collaboration agreement between CTV or any of its Affiliates and such Third Party, but only pursuant to a written confidentiality agreement with terms at least as stringent as those set forth in this Agreement.
Covenant Not to Assert. Seller and Medicis each agrees, effective as of the Signing Date, that neither it nor any of its Affiliates shall assert or attempt to enforce against Buyer, its Affiliates, or any of its or their licensees, sublicensees, or distributors of a Product (each, a “Buyer Party”), any intellectual property right owned or licensed by Seller or Medicis, or any of their respective Affiliates (including any intellectual property owned or licensed by successors or assigns of Seller, Medicis or their respective Affiliates that is based on an intellectual property right owned or licensed by Seller, Medicis or their respective Affiliates), as of the Signing Date or thereafter, with respect to the development, use, making, having made, importing, selling, or offering for sale by or on behalf of a Buyer Party anywhere in the world an Existing Product for the Existing Product Indications. For clarity, this Section 4.04 extends to any successors or assigns of a Buyer Party and is binding on the successors and assigns of Seller, Medicis and their respective Affiliates.
Covenant Not to Assert. Without limiting any other rights or licenses granted hereunder, effective as of the Effective Time and continuing until, and automatically expiring upon, the fifth (5th) anniversary thereof (the “Covenant Period”):
Covenant Not to Assert. 4.1 During the first 3 years of the Term (the “Limited Term”), and effective as of the Effective Date, Motorola hereby covenants not to assert a claim against Meru alleging infringement of Motorola Patents based on or arising out of (a) the exploitation by Meru of Meru Covered Products and/or (b) the use, import, offer for sale, lease and/or sale by Meru of Meru Covered Products and solely such combinations as are authorized under Section 3.4 (but not any other products, services, software, systems and/or combinations of the Protected Parties).
Covenant Not to Assert. Publisher will not, and will use its best efforts to cause its Affiliates (as defined below) and licensors not to, assert any claims or rights, by commencing, or causing to be commenced, any action or proceeding that alleges infringement by QUALCOMM or any BREW Licensees (as defined below) under any Publisher BREW Patents (as defined below) based in whole or in part on the use, making, having made, offering for sale, selling, importing, reproducing, modifying, distributing, displaying, performing, providing or otherwise transferring BREW Products (as defined below). This covenant will be binding on all successors in interest to, all transferees or assignees of and any exclusive licensee of any Publisher BREW Patents, or any rights granted in any Publisher BREW Patents. Publisher agrees to inform all such successors in interest, transferees, assignees or licensees of such covenant and to obtain their written consent to be bound by such covenant. Publisher does not by this covenant waive its right to assert any claim against any BREW Licensee for using any of Publisher's intellectual property, other than any Publisher BREW Patents. Any BREW Licensee that has agreed with QUALCOMM to the same or a similar covenant will be regarded as an intended third party beneficiary of this covenant with the right to enforce this covenant.
Covenant Not to Assert. Subject to the payment and other terms of this Agreement, Licensors hereby covenant not to assert the Licensed Patents: (i) against Licensee or its Affiliates, or their Suppliers, based solely on the re-Sale or use by Distributors or Customers of Licensed Products in the Field of Use on or after the Release Date, including combining such Licensed Products with other products or services (“Other Products”) offered by such Distributors or third parties (collectively “Combined Products”); and (ii) against Distributors and Customers based solely on their Sale or use of such Licensed Products in the Field of Use after the Release Date, including combining such Licensed Products with Other Products. The covenant not to assert in section (ii) shall not apply to said Other Products to the extent they independently embody essential features of any claim of the Licensed Patents, are not standard off the shelf items, and are not otherwise licensed by Licensor.
