Common use of Covenant Regarding Clause in Contracts

Covenant Regarding. [*] Obtained by Intermolecular. Subject to the terms and conditions of this Agreement, Intermolecular covenants [*] against SanDisk, Toshiba and their respective subsidiaries, customers and distributors (collectively “Protected Entities”) any [*] if such [*] is based on [*] obtained by Intermolecular, or [*] to which Intermolecular was exposed, directly or indirectly, from Toshiba and/or SanDisk during the duration of or as a result of the CDP. In addition, and subject to any pre-existing contractual obligations of Intermolecular (and Intermolecular hereby warrants that there are no such pre-existing contractual obligations of Intermolecular related to the CDP Field), and, except as otherwise required by law or by court or government order, Intermolecular covenants not to [*] any Third Party to [*] any [*] against the Protected Entities to the extent that such [*] is based on [*] obtained by Intermolecular or [*] to which Intermolecular was exposed, directly or indirectly, from Toshiba and/or SanDisk during the duration of or as a result of the CDP. Except as otherwise required by law or by court or by government order, should Intermolecular [*] or [*] third parties in their [*], against the Protected Entities, Intermolecular shall prove that such [*] is not based on and is independent of [*] obtained by Intermolecular or [*] to which Intermolecular was exposed, directly or indirectly, from Toshiba and/or SanDisk during the duration of or as a result of the CDP. Notwithstanding the foregoing, Toshiba and SanDisk each acknowledge and agree that the covenant set forth in this Section 6.1 does not apply to [*], any [*] to [*], or to any material breach of the license grant or confidentiality provisions of this Agreement.

Covenant Regarding. [*] Obtained by Intermolecular[*]. Subject to the terms and conditions of this Agreement, Intermolecular [*] covenants [*] against SanDisk, Toshiba [*] and their [*] respective subsidiaries, customers and distributors (collectively “Protected Entities”[*]) any [*] if such [*] is based on [*] obtained by Intermolecular[*], or [*] to which Intermolecular was [*] exposed, directly or indirectly, from Toshiba and/or SanDisk [*] during the duration of or as a result of the CDP. In addition, and subject to any pre-existing contractual obligations of Intermolecular [*] (and Intermolecular [*] hereby warrants that there are no such pre-existing contractual obligations of Intermolecular related to the CDP Field), and, except as otherwise required by law or by court or government order, [*] covenants Intermolecular covenants Confidential [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. not to [*] any Third Party to [*] any [*] against the Protected Entities [*] to the extent that such [*] is based on [*] obtained by Intermolecular [*] or [*] to which Intermolecular was [*] exposed, directly or indirectly, from Toshiba and/or SanDisk [*] during the duration of or as a result of the CDP. Except as otherwise required by law or by court or by government order, should Intermolecular [*] or [*] third parties in their [*], against the Protected Entities, Intermolecular [*] shall prove that such [*] is not based on and is independent of [*] obtained by Intermolecular [*] or [*] to which Intermolecular was [*] exposed, directly or indirectly, from Toshiba and/or SanDisk [*] during the duration of or as a result of the CDP. Notwithstanding the foregoing, Toshiba and SanDisk each [*] acknowledge and agree that the covenant set forth in this Section 6.1 does not apply to [*], any [*] to [*], or to any material breach of the license grant or confidentiality provisions of this Agreement.