Common use of Clarification Regarding Patent Laundering Clause in Contracts

Clarification Regarding Patent Laundering. The Parties understand, acknowledge and agree that the Patent license granted by Seller to Purchaser under Section 2.1 above is intended to cover only products of Purchaser that meet the definition of Licensed Products and is not intended to cover any manufacturing activities that Purchaser may undertake on behalf of any third parties (i.e., Patent laundering activities). A product shall not be considered to be a Licensed Product unless such product is manufactured by or on behalf of Purchaser in strict accordance with the license granted by Seller to Purchaser pursuant to Section 2.1 above and sold by Purchaser (either directly or through Purchaser’s distribution channels) as Purchaser’s own product and under Purchaser’s Xxxx(s) (or, solely as set forth in, and subject to, the Transition Services Agreement between Seller and Purchaser, dated of even date herewith (the “Transition Services Agreement”), Seller’s Xxxx(s)), and otherwise complies with this Section 2.2 and the other terms and conditions of this Agreement. Similarly, the Patent license granted by Seller to Purchaser under Section 2.1 above is not intended to cover any services provided by Purchaser to the extent that such services are provided to or on behalf of any third party using tangible or intangible materials provided by or on behalf of any third party. Accordingly, by way of clarification, the following non-exhaustive general guidelines are provided to aid the determination of whether a product or portion thereof is a Licensed Product or whether such product or portion thereof is disqualified from being a Licensed Product because circumstances surrounding the manufacture of the product suggest Patent laundering. (a) Any products, components or modules that otherwise meet the definition of Licensed Products are disqualified as Licensed Products if such products, components or modules are manufactured on behalf of any third party from designs received in a substantially completed form from any third party for resale to or on behalf of any third party. (b) Any products, components or modules of Purchaser that otherwise meet the definition of Licensed Products are not disqualified as Licensed Products under the prohibition against Patent laundering set forth in this Section 2.2 if: (i) Purchaser owns the design of and is under no obligation that restricts the sale of such products, components or modules; or (ii) Purchaser has an unrestricted license right to the design of such products, components or modules.

Clarification Regarding Patent Laundering. The Parties understand, understand and acknowledge and agree that the Patent license licenses granted by Seller to Purchaser under Section 2.1 above is hereunder are intended to cover only the products of Purchaser that meet the definition of Licensed Products two Parties to this Agreement, and is are not intended to cover any manufacturing activities that Purchaser either Party may undertake on behalf of any third parties (i.e., Patent patent laundering activities). A product shall not be considered to be a Licensed Product unless such product is manufactured by or on behalf of Purchaser in strict accordance with the license granted by Seller to Purchaser pursuant to Section 2.1 above and sold by Purchaser (either directly or through Purchaser’s distribution channels) as Purchaser’s own product and under Purchaser’s Xxxx(s) (or, solely as set forth in, and subject to, the Transition Services Agreement between Seller and Purchaser, dated of even date herewith (the “Transition Services Agreement”), Seller’s Xxxx(s)), and otherwise complies with this Section 2.2 and the other terms and conditions of this Agreement. Similarly, the Patent license granted by Seller to Purchaser licenses provided under Section 2.1 above is this Agreement are not intended to cover any services provided by Purchaser the parties to the extent that such services are provided to or on behalf of any a third party using tangible or intangible materials provided by or on behalf of any the third party. Accordingly, by way of clarification, the following non-exhaustive general guidelines are provided to aid the determination of whether a Party’s product or portion thereof is a Licensed Product as defined herein or whether such product or portion thereof is disqualified from being a Licensed Product because circumstances surrounding the manufacture of the product suggest Patent patent laundering. (a) Any productsProducts of either Party (including, components or modules without limitation, Application Specific Integrated Circuits “ASICs”) that otherwise meet the definition of Licensed Products Product are disqualified as Licensed Products if such products, components or modules products are manufactured on behalf of any a third party from designs received in a substantially completed form from any a third party for resale to or on behalf of any third partythat Party. (b) Any productsProducts of either Party (including, components or modules of Purchaser without limitation, ASICs) that otherwise meet the definition of Licensed Products Product are not disqualified as Licensed Products under the prohibition against Patent patent laundering set forth in this Section 2.2 if: (i) Purchaser 3.4 if the Party hereto selling or otherwise disposing of such product owns the design of such product and is under no obligation that restricts the sale of such products, components or modules; or (ii) Purchaser has an unrestricted license right product. Notwithstanding anything contained in this Section 3.4 to the design contrary, the provisions set forth in Section 3.4(a) and 3.4(b) that disqualify products manufactured by a Party or its Qualified Subsidiary from falling within the definition of such products, components Licensed Product shall not apply to manufacturing methods and processes that a Party or modulesits Qualified Subsidiary may employ in the manufacture of foundry products for its foundry customers.

Clarification Regarding Patent Laundering. The Parties understand, parties understand and ----------------------------------------- acknowledge and agree that the Patent license licenses granted by Seller to Purchaser under Section 2.1 above is hereunder are intended to cover only the products of Purchaser that meet the definition of Licensed Products two parties to this Agreement, and is are not intended to cover any manufacturing activities that Purchaser either party may undertake on behalf of any third parties (i.e., Patent patent laundering activities). A product shall not be considered to be a Licensed Product unless such product is manufactured by or on behalf of Purchaser in strict accordance with the license granted by Seller to Purchaser pursuant to Section 2.1 above and sold by Purchaser (either directly or through Purchaser’s distribution channels) as Purchaser’s own product and under Purchaser’s Xxxx(s) (or, solely as set forth in, and subject to, the Transition Services Agreement between Seller and Purchaser, dated of even date herewith (the “Transition Services Agreement”), Seller’s Xxxx(s)), and otherwise complies with this Section 2.2 and the other terms and conditions of this Agreement. Similarly, the Patent license granted by Seller to Purchaser licenses provided under Section 2.1 above is this Agreement are not intended to cover any services provided by Purchaser the parties to the extent that such services are provided to or on behalf of any a third party using tangible or intangible materials provided by or on behalf of any the third party. Accordingly, by way of clarification, the following non-exhaustive general guidelines are INTEL/NUMERICAL CONFIDENTIAL provided to aid the determination of whether a party's product or portion thereof is a Licensed Product as defined herein or whether such product or portion thereof is disqualified from being a Licensed Product because circumstances surrounding the manufacture of the product suggest Patent patent laundering. (a) Any products, components or modules Products of either party that otherwise meet the definition of Licensed Products Product are disqualified as Licensed Products if such products, components or modules products are manufactured on behalf of any a third party from designs received in a substantially completed form from any a third party for resale to or on behalf of any third that party. (b) Any products, components or modules Products of Purchaser either party that otherwise meet the definition of Licensed Products Product are not disqualified as Licensed Products under the prohibition against Patent patent laundering set forth in this Section 2.2 3.5 if: (i1) Purchaser the Licensed Party selling or licensing such Licensed Product owns the design of such Licensed Product and is under no obligation (other than that imposed by applicable law) that restricts the sale and/or distribution of such products, components or modulesLicensed Product only to specific parties; or (ii2) Purchaser the Licensed Party distributing such Licensed Product has an unrestricted unrestricted, royalty-free ownership or license right to the design of such productsthe Licensed Product. (c) Notwithstanding anything is this Section 3.5, components or modulesit shall not be considered "patent laundering" and it shall be permissible for Numerical to provide bona fide Numerical Consulting Services to third parties in accordance with the license granted in Section 3.2.

Clarification Regarding Patent Laundering. The Parties understand, parties ----------------------------------------- understand and acknowledge and agree that the Patent license licenses granted by Seller to Purchaser under Section 2.1 above is hereunder are intended to cover only the products of Purchaser that meet the definition of Licensed Products two parties to this Agreement and is their permitted sublicensees, and are not intended to cover any manufacturing activities that Purchaser either party or a sublicensee may undertake on behalf of any third parties (i.e., Patent patent laundering activities). A product shall not be considered to be a Licensed Product unless such product is manufactured by or on behalf of Purchaser in strict accordance with the license granted by Seller to Purchaser pursuant to Section 2.1 above and sold by Purchaser (either directly or through Purchaser’s distribution channels) as Purchaser’s own product and under Purchaser’s Xxxx(s) (or, solely as set forth in, and subject to, the Transition Services Agreement between Seller and Purchaser, dated of even date herewith (the “Transition Services Agreement”), Seller’s Xxxx(s)), and otherwise complies with this Section 2.2 and the other terms and conditions of this Agreement. Similarly, the Patent license granted by Seller to Purchaser licenses provided under Section 2.1 above is this Agreement are not intended to cover any services provided by Purchaser the parties or their sublicensees to the extent that such services are provided to or on behalf of any a third party using tangible or intangible materials provided by or on behalf of any the third party. Accordingly, by way of clarification, the following non-exhaustive general guidelines are provided to aid the determination of whether a party's or its sublicensees product or portion thereof is a Licensed Product licensed as provided herein or whether such product or portion thereof is disqualified from being a Licensed Product licensed because circumstances surrounding the manufacture of the product suggest Patent patent laundering. (a) Any productsProducts that would be licensed (including, components or modules that otherwise meet the definition of Licensed Products without limitation, Application Specific Integrated Circuits "ASICs") are disqualified as Licensed Products licensed products if such products, components or modules products are manufactured on behalf of any a third party from designs received in a substantially completed form from any a third party for resale to or on behalf of any third that party. (b) Any productsProducts (including, components or modules of Purchaser without limitation, ASICs) that otherwise meet the definition of Licensed Products would be licensed are not disqualified as Licensed Products licensed products under the prohibition against Patent patent laundering set forth in this Section 2.2 6.2 if: (i) Purchaser the party selling such product owns the design of such product and is under no obligation that restricts the sale of such products, components or modulesproduct; or (ii) Purchaser the party selling such product has an unrestricted unrestricted, royalty-free ownership or license right to the design of such product. Further, it is understood that Rambus and/or its Subsidiaries have granted, and may in the future grant, to Rambus Licensees the right to incorporate Interfaces into such Rambus Licensee's ASIC products, components or modulesand it is agreed that such ASIC products, of Rambus, its Subsidiaries, and/or Rambus Licensees, are not disqualified as licensed products under the prohibition on patent laundering in this Section 6.2.

Clarification Regarding Patent Laundering. The Parties understand, parties understand and ----------------------------------------- acknowledge and agree that the Patent license licenses granted by Seller to Purchaser under Section 2.1 above is hereunder are intended to cover only the products of Purchaser that meet the definition of Licensed Products two parties to this Agreement, and is are not intended to cover any manufacturing activities that Purchaser either party may undertake on behalf of any third parties (i.e., Patent patent laundering activities). A product shall not be considered to be a Licensed Product unless such product is manufactured by or on behalf of Purchaser in strict accordance with the license granted by Seller to Purchaser pursuant to Section 2.1 above and sold by Purchaser (either directly or through Purchaser’s distribution channels) as Purchaser’s own product and under Purchaser’s Xxxx(s) (or, solely as set forth in, and subject to, the Transition Services Agreement between Seller and Purchaser, dated of even date herewith (the “Transition Services Agreement”), Seller’s Xxxx(s)), and otherwise complies with this Section 2.2 and the other terms and conditions of this Agreement. Similarly, the Patent license granted by Seller to Purchaser licenses provided under Section 2.1 above is this Agreement are not intended to cover any services provided by Purchaser the parties to the extent that such services are provided to or on behalf of any a third party using tangible or intangible materials provided by or on behalf of any the third party. Accordingly, by way of clarification, the following non-exhaustive general guidelines are 8 <PAGE> INTEL/NUMERICAL CONFIDENTIAL provided to aid the determination of whether a party's product or portion thereof is a Licensed Product as defined herein or whether such product or portion thereof is disqualified from being a Licensed Product because circumstances surrounding the manufacture of the product suggest Patent patent laundering. (a) Any products, components or modules Products of either party that otherwise meet the definition of Licensed Products Product are disqualified as Licensed Products if such products, components or modules products are manufactured on behalf of any a third party from designs received in a substantially completed form from any a third party for resale to or on behalf of any third that party. . (b) Any products, components or modules Products of Purchaser either party that otherwise meet the definition of Licensed Products Product are not disqualified as Licensed Products under the prohibition against Patent patent laundering set forth in this Section 2.2 3.5 if: : (i1) Purchaser the Licensed Party selling or licensing such Licensed Product owns the design of such Licensed Product and is under no obligation (other than that imposed by applicable law) that restricts the sale and/or distribution of such products, components Licensed Product only to specific parties; or modules; or (ii2) Purchaser the Licensed Party distributing such Licensed Product has an unrestricted unrestricted, royalty-free ownership or license right to the design of such productsthe Licensed Product. (c) Notwithstanding anything is this Section 3.5, components or modulesit shall not be considered "patent laundering" and it shall be permissible for Numerical to provide bona fide Numerical Consulting Services to third parties in accordance with the license granted in Section 3.2.

Clarification Regarding Patent Laundering. The Parties understand, acknowledge and agree that the Patent license granted by Seller to Purchaser under Section 2.1 above is intended to cover only products of Purchaser that meet the definition of Licensed Products and is not intended to cover any manufacturing activities that Purchaser may undertake on behalf of any third parties (i.e., Patent laundering activities). A product shall not be considered to be a Licensed Product unless such product is manufactured by or on behalf of Purchaser in strict accordance with the license granted by Seller to Purchaser pursuant to Section 2.1 above and sold by Purchaser (either directly or through Purchaser’s distribution channels) as Purchaser’s own product and under Purchaser’s Xxxx(sMxxx(s) (or, solely as set forth in, and subject to, the Transition Services Agreement between Seller and Purchaser, dated of even date herewith (the “Transition Services Agreement”), Seller’s Xxxx(sMxxx(s)), and otherwise complies with this Section 2.2 and the other terms and conditions of this Agreement. Similarly, the Patent license granted by Seller to Purchaser under Section 2.1 above is not intended to cover any services provided by Purchaser to the extent that such services are provided to or on behalf of any third party using tangible or intangible materials provided by or on behalf of any third party. Accordingly, by way of clarification, the following non-exhaustive general guidelines are provided to aid the determination of whether a product or portion thereof is a Licensed Product or whether such product or portion thereof is disqualified from being a Licensed Product because circumstances surrounding the manufacture of the product suggest Patent laundering. (a) Any products, components or modules that otherwise meet the definition of Licensed Products are disqualified as Licensed Products if such products, components or modules are manufactured on behalf of any third party from designs received in a substantially completed form from any third party for resale to or on behalf of any third party. (b) Any products, components or modules of Purchaser that otherwise meet the definition of Licensed Products are not disqualified as Licensed Products under the prohibition against Patent laundering set forth in this Section 2.2 if: (i) Purchaser owns the design of and is under no obligation that restricts the sale of such products, components or modules; or (ii) Purchaser has an unrestricted license right to the design of such products, components or modules.