Common use of Cisco’s Right to Manufacture Clause in Contracts

Cisco’s Right to Manufacture. This Section 19 shall be applicable with respect to Supplier’s [**] Products, such as the [**], included in this Agreement. 19.1 Supplier hereby grants to Cisco a royalty-free, worldwide, nonexclusive, nontransferable, perpetual, irrevocable right and license to manufacture, or have manufactured, (i) any Custom Product sold hereunder; and (ii) such other Products as may be expressly identified in writing, as being subject to this license grant, solely for the limited purposes of allowing Cisco and Authorized Purchasers to incorporate such Product into (or bundle such Product with) Cisco’s products in accordance with the terms of this Agreement. Cisco may exercise this license at any time during the term of this Agreement upon the occurrence of any of the following events or circumstances: (i) If Supplier fails consistently or continuously to supply Products in the quantities required in accordance with its obligations under the Agreement. For purposes of this Section 19, Supplier will be deemed to have failed to deliver Products “consistently or continuously” if Supplier has not delivered at least [**] percent ([**]%) of the Products required to be delivered under Orders placed by Cisco or Cisco Authorized Purchasers and accepted in accordance with Section 3 above on or within [**] after the applicable delivery dates during any [**] during the Term. However, such delayed deliveries shall be subject to the obligations in Section 5 of this Agreement. (ii) If Supplier discontinues manufacturing the Product(s) and does not either offer a last time buy right or make a substitute product available to Cisco at a mutually agreeable price that, in Cisco’s sole discretion, is equivalent in form, fit and function. (iii) If Supplier effects an assignment of this Agreement in violation of Section 20.1 (Assignment). (iv) Upon the occurrence of any one of the following events (each, an “Insolvency Event”): (a) a receiver is appointed for Supplier or its property; (

Cisco’s Right to Manufacture. This Section 19 shall be applicable with respect to Supplier’s [**] Products, such as the [**], included in this Agreement. 19.1 Supplier hereby grants to Cisco a royalty-free, worldwide, nonexclusive, nontransferable, perpetualperpetual (other than as provided in below clauses (i) and (iv) of this paragraph), irrevocable non-terminable (other than as provided in below clauses (i) and (iv) of this paragraph), limited right and license to manufacturehave manufactured by the Supplier’s supply chain, or have manufacturedmanufacturer, and/or foundry approved by Cisco and Supplier (the “Supplier’s Supply Chain”) subject to and as set forth in the foundry letter attached hereto as Exhibit F (as amended from time to time, “Foundry Letter”), (ia) any Custom Product sold hereunder; and (iib) such other Products as may be expressly identified mutually agreed upon by the parties. Manufacture of Products for Cisco by exercise of rights under a Foundry Letter shall not be construed as any license, transfer or assignment of Intellectual Property of Supplier or its licensors, other than the license under the preceding sentence. Cisco shall have no right to assign in writingwhole or in part its rights under a Foundry Letter, to any third party, provided that Cisco may, as being contemplated by Section 28.4, appoint an entity to perform the services previously performed by Supplier subject to this license grant, the limitations and solely for the limited purposes of allowing set forth in the Foundry Letter (“Permitted MR Entity”). Supplier hereby disclaims any and all warranties, liabilities and indemnification obligations with respect to Products directly manufactured by Supplier Supply Chain for Cisco and Authorized Purchasers pursuant to incorporate such Product into (or bundle such Product with) Cisco’s products in accordance with the terms of this AgreementSection 28. Cisco may exercise this license at any time during solely in accordance with the term of this Agreement Foundry Letter upon the occurrence of any of the following events or circumstances: (i) If Supplier fails consistently or continuously to supply Products in the quantities required ordered which such failure continues uncured for fourteen (14) clays after Supplier receives written notice of such failure from Cisco; provided, however, that during such 14-day period, Cisco shall have the right to meet directly with Supplier’s subject sourcing contractor, in accordance the presence of Supplier, in an effort to determine the cause of and attempt to resolve such failure to supply. If such failure is caused solely by the acts or omissions of Supplier, Cisco shall have the right to exercise this license at the termination of the 14-day period until such time as both (A) the supply disruption has been resolved with its obligations under the Agreement. For purposes of this Section 19, Supplier reasonable expectation that it will be deemed to have failed to deliver Products “consistently or continuously” if not occur again and (B) Supplier has not delivered at least [**] percent ([**]%) addressed to Cisco’s reasonable satisfaction the cause of the Products required to be delivered under Orders placed by Cisco or Cisco Authorized Purchasers and accepted in accordance with Section 3 above on or within [**] after the applicable delivery dates during any [**] during the Term. However, such delayed deliveries shall be subject to the obligations in Section 5 of this Agreementsupply disruption. (ii) If Supplier discontinues manufacturing the Product(s) and does not either offer a last time buy right or make a substitute product available to Cisco at a mutually agreeable price that, in Cisco’s sole discretionreasonable judgment, is in all respects equivalent in form, fit and function. (iii) If Supplier effects an assignment of this Agreement in violation of breaches Section 20.1 29.1 (Assignment). (iv) Upon the occurrence of any one of the following events (each, an “Insolvency Event”): (a) a receiver is appointed for Supplier or its property; (