Covenant Not to Assert. Licensee hereby irrevocably agrees not to Assert against PalmSource or its Subsidiaries any claim of intellectual property rights of Licensee embodied in whole or in part in: (i) the Licensee Modifications; (ii) any Licensee Replacement Fragments, other than with respect to (a) intellectual property rights of Licensee existing prior to the Effective Date (“Pre-Existing Licensee Intellectual Property”), and (b) Licensee Replacement Fragments developed solely by Licensee’s personnel who have not had access to any Source Materials; or (iii) any portions of Licensee Add-On Modules that provide adaptations and/or optimizations for interfacing with the PS Product Software or any portions that incorporate Confidential Information from PS Source Code, other than with respect to (x) Pre-Existing Licensee Intellectual Property and (y) Licensee Add-On Modules developed solely by Licensee’s personnel who have not had access to any Source Materials after the Separation Date (other than sample source code applications covered under Source Code Attachment No.
Covenant Not to Assert. LICENSEE hereby covenants that neither it nor its Affiliates will assert any of LICENSEE’s or its Affiliates rights in Technically Necessary IPR against any of QUALCOMM’s other Subscriber Unit or ASIC licensees (the “Authorized Licensees”) which (a) use any of LICENSEE’s Technically Necessary IPR to make, use and sell Subscriber Units and/or Components for Wireless Applications and (b) have agreed with QUALCOMM to a similar undertaking not to assert claims against LICENSEE and its Affiliates. LICENSEE does not by this Section 6.3 agree, on behalf of itself or its Affiliates, to waive its rights to assert any of its rights against any Authorized Licensee for using any of LICENSEE’s Commercially Necessary IPR. Any Authorized Licensee that has agreed with QUALCOMM to a similar undertaking not to assert claims shall be regarded as a third party beneficiary of this Section 6.3. QUALCOMM will promptly notify LICENSEE of any Authorized Licensees that have agreed to such a similar undertaking.
Covenant Not to Assert. Each Participant, on behalf of itself and each of its Affiliates who are such at any time during such Participant’s membership or participation in the Corporation (each Participant and each such Affiliate being referred to herein individually as “Party” and collectively as “Parties”) irrevocably covenants that it will not enforce or seek to enforce any of its Covered Patent Rights (as defined below) against any implementation of any OpenSFS Alliance Release (i) to which the Party contributes, (ii) in the development of which the Party participates, or (iii) which is created or released while the Party is a Participant in the Corporation.
Covenant Not to Assert. Freescale hereby grants a personal, worldwide, non-exclusive, non-transferable covenant that no member of the Freescale Group will assert any Freescale IC Patent Claims against any member of the Motorola Group or their respective customers or distributors for using, having made, selling, importing or offering for sale any Semiconductor Products embodied in a Motorola product; provided, however, that the aforementioned covenant will not apply to any stand-alone Semiconductor Product component offered for sale or sold as a product except to the extent offered to an equipment manufacturer for use in a Motorola product.
Covenant Not to Assert. Seller and Medicis each agrees, effective as of the Signing Date, that neither it nor any of its Affiliates shall assert or attempt to enforce against Buyer, its Affiliates, or any of its or their licensees, sublicensees, or distributors of a Product (each, a “Buyer Party”), any intellectual property right owned or licensed by Seller or Medicis, or any of their respective Affiliates (including any intellectual property owned or licensed by successors or assigns of Seller, Medicis or their respective Affiliates that is based on an intellectual property right owned or licensed by Seller, Medicis or their respective Affiliates), as of the Signing Date or thereafter, with respect to the development, use, making, having made, importing, selling, or offering for sale by or on behalf of a Buyer Party anywhere in the world an Existing Product for the Existing Product Indications. For clarity, this Section 4.04 extends to any successors or assigns of a Buyer Party and is binding on the successors and assigns of Seller, Medicis and their respective Affiliates.
Covenant Not to Assert. Subject to the payment and other terms of this Agreement, Licensors hereby covenant not to assert the Licensed Patents: (i) against Licensee or its Affiliates, or their Suppliers, based solely on the re-Sale or use by Distributors or Customers of Licensed Products in the Field of Use on or after the Release Date, including combining such Licensed Products with other products or services (“Other Products”) offered by such Distributors or third parties (collectively “Combined Products”); and (ii) against Distributors and Customers based solely on their Sale or use of such Licensed Products in the Field of Use after the Release Date, including combining such Licensed Products with Other Products. The covenant not to assert in section (ii) shall not apply to said Other Products to the extent they independently embody essential features of any claim of the Licensed Patents, are not standard off the shelf items, and are not otherwise licensed by Licensor.
Covenant Not to Assert. 4.1 During the first 3 years of the Term (the “Limited Term”), and effective as of the Effective Date, Motorola hereby covenants not to assert a claim against Meru alleging infringement of Motorola Patents based on or arising out of (a) the exploitation by Meru of Meru Covered Products and/or (b) the use, import, offer for sale, lease and/or sale by Meru of Meru Covered Products and solely such combinations as are authorized under Section 3.4 (but not any other products, services, software, systems and/or combinations of the Protected Parties).
4.2 During the first 3 years of the Term (the “Limited Term”), and effective as of the Effective Date, Meru hereby covenants not to assert a claim against Motorola alleging infringement of Meru Patents based on or arising out of (a) the exploitation by Motorola of Motorola Licensed Products and/or (b) the use, import, offer for sale, lease and/or sale by Motorola of Motorola Licensed Products and solely such combinations as are authorized under Section 3.4 (but not any other products, services, software, systems and/or combinations of the Protected Parties).
4.3 Each Party agrees that no damages or liabilities shall accrue against the other Party for any Patent infringement within the scope of the covenants set forth in Sections 4.1 and 4.2 until 3 years from the Effective Date, at which time such damages or liabilities shall begin to accrue in the event of an assertion brought after the expiration of such covenants.
4.4 Notwithstanding anything herein to the contrary, the releases, licenses, dismissals, and covenants granted by each Party shall run with such Party’s Patents and remain in full force and effect regardless of any subsequent assignment, exclusive license, sale, gift or other transfer of any of such Patents or any rights or interests therein. Notwithstanding anything herein to the contrary, any such assignment, exclusive license, sale, gift or other transfer of rights in or to such Patents by each Party shall be made subject to this Agreement, and any such assignment, exclusive license, sale, gift or other transfer of rights in or to such Patents by such Party in contravention of this Section shall be null and void and of no force or effect to the extent of such contravention.
4.5 In the event either Party asserts a Patent infringement claim in violation of this Section 4, or in violation of the releases granted in Section 2 or the licenses granted in Section 3, the non-asserting Party shall be entitled...
Covenant Not to Assert. Publisher will not, and will use its best efforts to cause its Affiliates (as defined below) and licensors not to, assert any claims or rights, by commencing, or causing to be commenced, any action or proceeding that alleges infringement by QUALCOMM or any BREW Licensees (as defined below) under any Publisher BREW Patents (as defined below) based in whole or in part on the use, making, having made, offering for sale, selling, importing, reproducing, modifying, distributing, displaying, performing, providing or otherwise transferring BREW Products (as defined below). This covenant will be binding on all successors in interest to, all transferees or assignees of and any exclusive licensee of any Publisher BREW Patents, or any rights granted in any Publisher BREW Patents. Publisher agrees to inform all such successors in interest, transferees, assignees or licensees of such covenant and to obtain their written consent to be bound by such covenant. Publisher does not by this covenant waive its right to assert any claim against any BREW Licensee for using any of Publisher's intellectual property, other than any Publisher BREW Patents. Any BREW Licensee that has agreed with QUALCOMM to the same or a similar covenant will be regarded as an intended third party beneficiary of this covenant with the right to enforce this covenant.
Covenant Not to Assert. Without limiting any other rights or licenses granted hereunder, effective as of the Effective Time and continuing until, and automatically expiring upon, the fifth (5th) anniversary thereof (the “Covenant Period”):
(a) Moon hereby agrees that it shall not, and shall cause each member of its Group not to, initiate any Action against Clover or any of its Affiliates for infringement, misappropriation or other violation of any Intellectual Property Rights owned by any member of the Moon Group as of the Effective Time, in each case solely with respect to any products, services or conduct of the Industrial segment of Clover (as defined in Clover’s 2018 10-K), as of the Effective Time and together with natural or reasonable extensions and evolutions thereof; and
(b) Clover hereby agrees that it shall not, and shall cause its Affiliates not to, initiate any Action against any member of the Moon Group for infringement, misappropriation or other violation of any Intellectual Property Rights owned by Clover or any of its Affiliates as of the Effective Time, in each case solely with respect to any products, services or conduct of the Climate segment of Moon (as defined in Moon’s 2018 10-K), as of the Effective Time and together with natural or reasonable extensions and evolutions thereof.
(c) If, after the Covenant Period ends, any of Moon or any member of its Group sues Clover or any of its Affiliates under its Intellectual Property Rights that were subject to the covenant in Section 5.06(a), the plaintiff shall not be entitled to recover damages for any infringement, misappropriation or other violation occurring during the Covenant Period associated with any products, services or conduct of the Industrial segment of Clover (as defined in Clover’s 2018 10-K), as of the Effective Time and together with natural or reasonable extensions and evolutions thereof. If, after the Covenant Period ends, any of Clover or any of its Affiliates sues Moon or any member of its Group under its Intellectual Property Rights that were subject to the covenant in Section 5.06(b), the plaintiff shall not be entitled to recover damages for any infringement, misappropriation or other violation occurring during the Covenant Period associated with any products, services or conduct of the Climate segment of Moon (as defined in Moon’s 2018 10-K), as of the Effective Time and together with natural or reasonable extensions and evolutions thereof.
Covenant Not to Assert. During the Term, DOW agrees not to assert United States Patent No. 6,517,847 or any other patent rights which may be owned or controlled by DOW as of the Effective Date against SKINMEDICA based upon SKINMEDICA’s exercise of the SKINMEDICA Licenses as expressly permitted under this Agreement. This provision shall not be construed in such a way as to imply any expansion of the SKINMEDICA Licenses.
