Common use of Additional Necessary Licensed IP Clause in Contracts

Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGL, on behalf of itself and the Transferring Entities, hereby grants to Corage, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGL. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGL. Such Additional Necessary Licensed IP, if any, will be identified by Corage during the two (2) year period commencing on the Effective Date, and DSPGL shall, from time to time upon the request of Corage during such two (2) year period and without further consideration, deliver to Corage, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGL has not previously delivered to Corage pursuant to this Agreement. (b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGL, DSPGL, on behalf of itself and the Transferring Entities, hereby grants to Corage, its successors and assigns, and its and their current and future Affiliates, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to make, use and sell such Existing Cores and Other Transferable IP (provided that (i) any sublicense to Corage, its successors and assigns, and its and their current and future Affiliates of any patents licensed to the Transferring Entities shall be subject to any restrictions and other terms and conditions of the license to the Transferring Entities or under which the Transferring Entities have the right to grant such sublicense and, without limitation of the generality of the foregoing, shall be subject to Corage’s making any payments required by the sublicense or the exercise of rights thereunder, and (ii) Corage, its successors and assigns, and its and their current and future Affiliates indemnify and hold harmless (and shall indemnify and hold harmless) the Transferring Entities from any damages or other liabilities resulting from or relating to any breach of any terms and conditions of the license or sublicense by Corage, its successors and assigns, and its and their current and future Affiliates).

Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGLDSPGI, on behalf of itself and the Transferring Entities, hereby grants to CorageCeva, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGLDSPGI. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGLDSPGI. Such Additional Necessary Licensed IP, if any, will be identified by Corage Ceva during the two (2) year period commencing on the Effective Date, and DSPGL DSPGI shall, from time to time upon the request of Corage Ceva during such two (2) year period and without further consideration, deliver to CorageCeva, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGL DSPGI has not previously delivered to Corage Ceva pursuant to this Agreement. (b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGLDSPGI, DSPGLDSPGI, on behalf of itself and the Transferring Entities, hereby grants to CorageCeva, its successors and assigns, and its and their current and future Affiliates, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to make, use and sell such Existing Cores and Other Transferable IP (provided that (i) any sublicense to CorageCeva, its successors and assigns, and its and their current and future Affiliates of any patents licensed to the Transferring Entities shall be subject to any restrictions and other terms and conditions of the license to the Transferring Entities or under which the Transferring Entities have the right to grant such sublicense and, without limitation of the generality of the foregoing, shall be subject to CorageCeva’s making any payments required by the sublicense or the exercise of rights thereunder, and (ii) CorageCeva, its successors and assigns, and its and their current and future Affiliates indemnify and hold harmless (and shall indemnify and hold harmless) the Transferring Entities from any damages or other liabilities resulting from or relating to any breach of any terms and conditions of the license or sublicense by CorageCeva, its successors and assigns, and its and their current and future Affiliates).

Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGL, on behalf of itself and the Transferring Entities, hereby grants to Corage, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGL. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGL. Such Additional Necessary Licensed IP, if any, will be identified by Corage during the two (2) year period commencing on the Effective Date, and DSPGL shall, from time to time upon the request of Corage during such two (2) year period and without further consideration, deliver to Corage, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGL has not previously delivered to Corage pursuant to this Agreement. (b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGL, DSPGL, on behalf of itself and the Transferring Entities, hereby grants to Corage, its successors and assigns, and its and their current and future Affiliates, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to make, use and sell such Existing Cores and Other Transferable IP (provided that (i) any sublicense to Corage, its successors and assigns, and its and their current and future Affiliates of any patents licensed to the Transferring Entities shall be subject to any restrictions and other terms and conditions of the license to the Transferring Entities or under which the Transferring Entities have the right to grant such sublicense and, without limitation of the generality of the foregoing, shall be subject to Corage’s 's making any payments required by the sublicense or the exercise of rights thereunder, and (ii) Corage, its successors and assigns, and its and their current and future Affiliates indemnify and hold harmless (and shall indemnify and hold harmless) the Transferring Entities from any damages or other liabilities resulting from or relating to any breach of any terms and conditions of the license or sublicense by Corage, its successors and assigns, and its and their current and future Affiliates).

Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGLDSPGI, on behalf of itself and the Transferring Entities, hereby grants to CorageCeva, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGLDSPGI. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGLDSPGI. Such Additional Necessary Licensed IP, if any, will be identified by Corage Ceva during the two (2) year period commencing on the Effective Date, and DSPGL DSPGI shall, from time to time upon the request of Corage Ceva during such two (2) year period and without further consideration, deliver to CorageCeva, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGL DSPGI has not previously delivered to Corage Ceva pursuant to this Agreement. . (b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGLDSPGI, DSPGLDSPGI, on behalf of itself and the Transferring Entities, hereby grants to CorageCeva, its successors and assigns, and its and their current and future Affiliates, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to make, use and sell such Existing Cores and Other Transferable IP (provided that (i) any sublicense to CorageCeva, its successors and assigns, and its and their current and future Affiliates of any patents licensed to the Transferring Entities shall be subject to any restrictions and other terms and conditions of the license to the Transferring Entities or under which the Transferring Entities have the right to grant such sublicense and, without limitation of the generality of the foregoing, shall be subject to CorageCeva’s making any payments required by the sublicense or the exercise of rights thereunder, and (ii) CorageCeva, its successors and assigns, and its and their current and future Affiliates indemnify and hold harmless (and shall indemnify and hold harmless) the Transferring Entities from any damages or other liabilities resulting from or relating to any breach of any terms and conditions of the license or sublicense by CorageCeva, its successors and assigns, and its and their current and future Affiliates).

Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGLDSPGI, on behalf of itself and the Transferring Entities, hereby grants to CorageCeva, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGLDSPGI. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGLDSPGI. Such Additional Necessary Licensed IP, if any, will be identified by Corage Ceva during the two (2) year period commencing on the Effective Date, and DSPGL DSPGI shall, from time to time upon the request of Corage Ceva during such two (2) year period and without further consideration, deliver to CorageCeva, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGL DSPGI has not previously delivered to Corage Ceva pursuant to this Agreement. (b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGLDSPGI, DSPGLDSPGI, on behalf of itself and the Transferring Entities, hereby grants to CorageCeva, its successors and assigns, and its and their current and future Affiliates, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to make, use and sell such Existing Cores and Other Transferable IP (provided that (i) any sublicense to CorageCeva, its successors and assigns, and its and their current and future Affiliates of any patents licensed to the Transferring Entities shall be subject to any restrictions and other terms and conditions of the license to the Transferring Entities or under which the Transferring Entities have the right to grant such sublicense and, without limitation of the generality of the foregoing, shall be subject to Corage’s Ceva's making any payments required by the sublicense or the exercise of rights thereunder, and (ii) CorageCeva, its successors and assigns, and its and their current and future Affiliates indemnify and hold harmless (and shall indemnify and hold harmless) the Transferring Entities from any damages or other liabilities resulting from or relating to any breach of any terms and conditions of the license or sublicense by CorageCeva, its successors and assigns, and its and their current and future Affiliates).