Common use of ASSIGNMENT OF INFORMATION Clause in Contracts

ASSIGNMENT OF INFORMATION. 4.01 Seller hereby transfers and assigns, subject to Section 4.02, to Buyer all of its worldwide right, title and interest in and to the Assigned Technical Information including all copyright, trade secret and intellectual property rights therein, as well as the right to bring actions at law or in equity for the infringement or other impairment thereof prior to the Closing, including the right to receive all proceeds or damages therefrom. Such transfer does not include a transfer of, or license under, any patents; any such license under any such patent being specifically set forth in Exhibit B-2 to the Asset Purchase Agreement. The transfer of such Assigned Technical Information shall be subject to all prior written agreements (or replacement agreements thereof) between Seller, its predecessors (including AT&T Corp. and its Subsidiaries and Lucent Technologies Inc. and its Subsidiaries) or its Related Companies, and one or more third parties that have an effective date prior to the Effective Date of this Agreement, none of which will have a material adverse affect on Buyer's use of the Assigned Technical Information in operation of the ORiNOCO Business as it existed as of the Closing Date. 4.02 In consideration for the transfer and assignment of the Assigned Technical Information by Seller to Buyer pursuant to Section 4.01, Buyer grants to Seller a personal, nonexclusive, non-transferable (except as provided in Article IX), irrevocable (subject to Article VIII), worldwide, royalty-free license to use, copy and distribute the Assigned Technical Information, and create, use, copy and distribute Derivative Works from the Assigned Technical Information with respect to any products or services of the businesses in which Seller or any of its Related Companies is now or hereafter engaged for any Permitted Use. 4.03 Seller agrees to deliver to Buyer, within 30 days of Closing, copies of all documents of whatever kind in whatever medium that embody the Assigned Technical Information. To Seller's knowledge, all of the Assigned Technical Information will, at Closing, be included in the Business Records transferred to Buyer or otherwise in possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with delivering to Buyer any documents that embody the Assigned Technical Information not delivered to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver the Assigned Technical Information. 4.04 The Parties recognize that the best or only available copy of certain Assigned Technical Information may reside, after the Closing Date, within the ORiNOCO Business or in the possession of the ORiNOCO Business, and that Seller may require certain access to or copies of the Assigned Technical Information for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Date. To that end, Buyer agrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's written request, copies of any portion of the Assigned Technical Information necessary for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Technical Information shall be borne by Seller.

ASSIGNMENT OF INFORMATION. 4.01 Seller hereby transfers and assigns, subject to Section 4.02, to Buyer all of its worldwide right, title and interest in and to the Assigned Technical Information including all copyright, trade secret secret, know-how and intellectual property rights therein, as well as the right to bring actions at law or in equity for the infringement or other impairment thereof thereof, whether such infringement or impairment occurred prior to or after the ClosingEffective Date, including the right to receive all proceeds or damages therefrom. Such transfer does not include a transfer of, or license under, any patents; any such license or transfer under any such patent being specifically set forth in Exhibit B-2 to the Asset Purchase AgreementArticles VI and VII herein. The transfer of such Assigned Technical Information shall be subject to all prior written agreements (or replacement agreements thereof) between Seller, its predecessors (including AT&T Corp. and its Subsidiaries and Lucent Technologies Inc. and its Subsidiaries) or its Related Companies, and one or more third parties that have an effective date prior to the Effective Date of this Agreement, none of which such prior written agreements will have a material adverse affect on Buyer's ’s use of the Assigned Technical Information in operation of the ORiNOCO Optoelectronics Business as it existed as of the Closing Effective Date. 4.02 In consideration for the transfer and assignment of the Assigned Technical Information by Seller to Buyer pursuant to Section 4.01, Buyer grants to Seller a personal, nonexclusive, non-transferable (except as provided in Article IXXI), irrevocable (subject to Article VIIIX), worldwide, royalty-free license to use, copy and distribute the Assigned Technical Information, and create, use, copy and distribute Derivative Works from the Assigned Technical Information with respect to any products or services of the businesses in which Seller or any of its Related Companies is now or hereafter engaged for any Permitted Use. 4.03 Seller agrees to deliver to Buyer, within 30 days of Closingthe Effective Date, copies of all documents of whatever kind in whatever medium medium, whether electronic or otherwise, that embody the Assigned Technical Information. To Seller's ’s knowledge, all of the Assigned Technical Information will, at Closingon the Effective Date, be included in the Business Records transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with delivering to Buyer any documents that embody the Assigned Technical Information not delivered to Buyer at Closingon the Effective Date. Buyer agrees that the previous sentence provides Buyer's ’s sole remedy for Seller's ’s failure to deliver the Assigned Technical Information. 4.04 The Parties recognize that the best or only available copy of certain Assigned Technical Information may reside, after the Closing Effective Date, within the ORiNOCO Optoelectronics Business or in the possession of the ORiNOCO Optoelectronics Business, and that Seller may require certain access to or copies of the Assigned Technical Information for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Effective Date. To that end, Buyer agrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's ’s written request, copies of any portion of the Assigned Technical Information necessary Information, in the form such information was delivered from Seller to Buyer as of the Effective Date, in order for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Technical Information shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the identified information, and is specifically enforceable.

ASSIGNMENT OF INFORMATION. 4.01 Seller hereby transfers and assigns, subject to Section 4.02, assigns to Buyer all of its worldwide right, title and interest in and to the Assigned Technical Information including all copyright, copyright and trade secret and intellectual property rights therein, as well as the right to bring actions at law or in equity for the infringement or other impairment thereof prior to the Closing, including the right to receive all proceeds or damages therefrom. Such transfer does not include a transfer of, or license under, any patentsPatents; any such transfer of, or license under under, any such patent Patent being specifically set forth in Exhibit B-2 to the Asset Purchase AgreementArticles VI and VII. The transfer of Buyer’s rights in such Assigned Technical Information shall be subject to all nonexclusive grants of rights pursuant to prior written agreements (or replacement agreements thereof) between Seller, its predecessors (including AT&T Corp. and its Subsidiaries and Lucent Technologies Inc. and its Subsidiaries) or its Related Companies, and one or more third parties that are entered into and have an effective date prior to the Effective Date of this Agreement, none of which will have a material adverse affect on Buyer's use of . 4.02 Buyer grants to Seller under such rights in the Assigned Technical Information in operation of the ORiNOCO Business as it existed as of the Closing Date. 4.02 In consideration for the transfer and assignment of the Assigned Technical Information Buyer is granted hereunder by Seller to Buyer pursuant to Section 4.01, Buyer grants to Seller a personal, nonexclusive, non-terminable, non-transferable (except as provided in Article IXXIII), irrevocable (subject to Article VIII)perpetual, irrevocable, worldwide, royalty-free license to use, copy and distribute the Assigned Technical Information, and create, use, copy and distribute Derivative Works from the Assigned Technical Information with respect to any products or services of the businesses in which Seller Agere or any of its Related Companies is now or hereafter engaged except that such rights may not be exercised for, and such license does not extend to, (i) a Competing Use or (ii) the use, design, manufacture, having manufactured, lease, offer for any Permitted Usesale, import or sale of Restricted FPGA/FPSC Products. 4.03 Seller agrees shall cause the Business Employees to deliver to Buyer, within 30 days of Closing, Buyer copies of all documents and other Information of whatever kind in whatever medium that embody or constitute the Assigned Technical Information. To Seller's Agere’s knowledge, all of the Assigned Technical Information will, at Closing, be included in the Business Records transferred to Buyer or otherwise already is in possession of the Transferred Employeessuch employees. Notwithstanding the foregoingHowever, Seller Agere agrees to take all steps reasonably requested by Buyer in connection with delivering to Buyer any documents that embody the Assigned Technical Information not delivered to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver missing parts of the Assigned Technical Information. All costs of copying, preparing for delivery, and delivering Code to Buyer hereunder shall be borne by Agere. 4.04 The Parties recognize that the best or only available copy of certain Assigned Technical Information may reside, prior to or after the Closing Date, within the ORiNOCO FPGA/FPSC Business or in the possession of the ORiNOCO FPGA/FPSC Business, and that Seller Agere may require certain access to or copies of the Assigned Technical Information for procurement purposes or other purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller Agere prior to the Closing Date. To that end, Buyer agrees, upon receiving a written request from Agere within the earlier of (i) ninety (90) days after Buyer ceases using Seller’s corporate intranet, and (ii) one (1) year from the Closing Date, to provide, within a commercially reasonable amount of time after receipt of Seller's Agere’s written request, copies of any portion of the Assigned Technical Information deemed necessary for Seller by Agere or one of its Related Companies to exercise its the rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Technical Information shall be borne by SellerAgere.

ASSIGNMENT OF INFORMATION. 4.01 Seller hereby transfers and assigns, subject to Section 4.02, to Buyer all of its worldwide right, title and interest in and to the Assigned Technical Information including all copyright, trade secret and intellectual property rights therein, as well as the right to bring actions at law or in equity for the infringement or other impairment thereof prior to the Closing, including the right to receive all proceeds or damages therefrom. Such transfer does not include a transfer of, or license under, any patents; any such license under any such patent being specifically set forth in Exhibit B-2 to the Asset Purchase AgreementArticle VI herein. The transfer of such Assigned Technical Information shall be subject to all prior written agreements (or replacement agreements thereof) between Seller, its predecessors (including AT&T Corp. and its Subsidiaries and Lucent Technologies Inc. and its Subsidiaries) or its Related Companies, and one or more third parties that have an effective date prior to the Effective Date of this Agreement, none of which will have a material adverse affect on Buyer's use of the Assigned Technical Information in operation of the ORiNOCO CATV Business as it existed as of the Closing Date. 4.02 In consideration for the transfer and assignment of the Assigned Technical Information by Seller to Buyer pursuant to Section 4.01, Buyer grants to Seller a personal, nonexclusive, non-transferable (except as provided in Article IXX), irrevocable (subject to Article VIII)irrevocable, worldwide, royalty-free license to use, copy and distribute the Assigned Technical Information, and create, use, copy and distribute Derivative Works from the Assigned Technical Information with respect to any products or services of the businesses in which Seller or any of its Related Companies is now or hereafter engaged for any Permitted Use., but solely with respect to use of such products and services outside the CATV Business. 4.03 Seller agrees to deliver to Buyer, within 30 days of Closing, copies of all documents of whatever kind in whatever medium that embody the Assigned Technical Information. To Seller's knowledge, all of the Assigned Technical Information will, at Closing, be included in the Business Records transferred to Buyer or otherwise in possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with delivering to Buyer any documents that embody the Assigned Technical Information not delivered to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver the Assigned Technical Information. 4.04 The Parties recognize that the best or only available copy of certain Assigned Technical Information may reside, after the Closing Date, within the ORiNOCO CATV Business or in the possession of the ORiNOCO CATV Business, and that Seller may require certain access to or copies of the Assigned Technical Information for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Date. To that end, Buyer agrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's written request, copies of any portion of the Assigned Technical Information necessary for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Technical Information shall be borne by Seller.