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.

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) Products of either party that otherwise meet the definition of Licensed Product are disqualified as Licensed Products if such products are manufactured on behalf of a third party from designs received in a substantially completed form from a third party for resale to or on behalf of that party. (b) Products of either party that otherwise meet the definition of Licensed Product are not disqualified as Licensed Products under the prohibition against patent laundering set forth in this Section 3.5 if: (1) 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 Licensed Product only to specific parties; or (2) the Licensed Party distributing such Licensed Product has an unrestricted, royalty-free ownership or license right to the design of the Licensed Product. (c) Notwithstanding anything is this Section 3.5, it 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. 3.6.

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.