Common use of Discontinued Product Clause in Contracts

Discontinued Product. If Supplier intends to stop offering any Product for sale to Motorola for any reason (“Discontinued Product”), unless a longer period is specified in the applicable Product Schedule, Supplier will give Motorola a minimum of [CONFIDENTIAL TREATMENT] prior written notice, or if Supplier is the only Motorola-qualified source of the Discontinued Product, a minimum of [CONFIDENTIAL TREATMENT] prior written notice (“End of Life Period”). During the End of Life Period, Motorola will a) provide Supplier with a forecast of anticipated demand for the Discontinued Product during the End of Life Period and a final lifetime buy volume forecast; and b) may continue to place Orders for Discontinued Product, with delivery not to exceed [CONFIDENTIAL TREATMENT] from the date of the Order. Additionally, unless Supplier is no longer offering such Discontinued Product for sale to Motorola due to Motorola’s rejection of a PCN provided to Motorola in accordance with Section 8.1 above, Supplier will, at Motorola’s request, (i) deliver to Motorola or its designated third-party manufacturer all materials [CONFIDENTIAL TREATMENT] and (ii) assist Motorola in making alternative supply arrangements for the manufacture and supply of Discontinued Product [CONFIDENTIAL TREATMENT] The obligations of Supplier in both (i) and (ii) are solely for the purpose of allowing, and [CONFIDENTIAL TREATMENT] shall be limited in scope to allow, Motorola to make or have made, sell, offer to sell, import, otherwise dispose of, sublicense and distribute Discontinued Product (but not other parts and products derived therefrom). For purposes of this Section 8.2, Supplier’s Intellectual Property Rights do not include any rights Supplier [CONFIDENTIAL TREATMENT] Supplier agrees that Motorola may [CONFIDENTIAL TREATMENT] in addition to all other remedies to which Motorola may be entitled to at law or in equity.

Discontinued Product. If Supplier Amedia intends to stop offering any Product for sale to Motorola for any reason (“"Discontinued Product”"), unless a longer period is specified in the applicable Product Schedule, Supplier Amedia will give Motorola a minimum of [CONFIDENTIAL TREATMENT] prior written notice, or if Supplier is the only Motorola-qualified source of the Discontinued Product, a minimum of [CONFIDENTIAL TREATMENT] nine months' prior written notice (“End of Life "EOL Period”"). During the End of Life EOL Period, Motorola will a) provide Supplier Amedia with a preliminary forecast of anticipated demand for the Discontinued Product during in the End of Life EOL Period and a preliminary final lifetime buy volume forecast; , and b) Motorola may continue to place Orders orders for Discontinued Product, with delivery not to exceed [CONFIDENTIAL TREATMENT] 12 months from the date of the Orderorder. AdditionallyAt the conclusion of the EOL Period, unless Supplier is no longer offering such Motorola will take receipt of the final lifetime buy of Discontinued Product for sale to Motorola due to over the next calendar quarter. At Motorola’s rejection of a PCN provided to Motorola in accordance with Section 8.1 above, Supplier will, at Motorola’s 's request, (i) deliver Amedia will sell to Motorola or its designated third-party manufacturer at book value all Amedia owned materials [CONFIDENTIAL TREATMENT] exclusively necessary for manufacture of the Discontinued Product, and (ii) Amedia will assist Motorola in making alternative supply arrangements for the manufacture and supply of Discontinued Product [CONFIDENTIAL TREATMENT] The obligations Product, including granting to Motorola and a third-party manufacturer, a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable license under Amedia's IPR to such materials and all relevant technology, to use, reproduce, modify, display, perform, distribute copies of Supplier in both (i) and (ii) are solely for the purpose of allowingsublicense such materials and technology, and [CONFIDENTIAL TREATMENT] shall be limited in scope to allow, Motorola to make or have made, sell, offer to sell, import, otherwise dispose of, sublicense and distribute the Discontinued Product (but not other parts and products derived therefrom). Product.. For purposes of this Section 8.27.2, Supplier’s Intellectual Property Rights do not include Amedia's IPR includes any rights Supplier [CONFIDENTIAL TREATMENT] Supplier agrees Amedia has obtained to the IPR of third parties, to the extent that such rights are necessary for the sale, use or other distribution of the Products supplied to Motorola may [CONFIDENTIAL TREATMENT] under this Agreement. If Amedia is unable to transfer or sublicense those rights to third party IPR, then Amedia will, at Motorola's request, assist Motorola in addition to all other remedies to which Motorola may be entitled to at law or in equityobtaining the necessary rights from the third party.

Discontinued Product. If Supplier intends to stop offering any Product for sale to Motorola for any reason (“Discontinued Product”), unless a longer period is specified in the applicable Product Schedule, Supplier will give Motorola a minimum of [CONFIDENTIAL TREATMENT] months prior written notice, or if Supplier is the only Motorola-qualified source of the Discontinued Product, a minimum of [CONFIDENTIAL TREATMENT] months prior written notice (“End of Life Period”). During the End of Life Period, Motorola will a) provide Supplier with a forecast of anticipated demand for the Discontinued Product during the End of Life Period and a final lifetime buy volume forecast; and b) may continue to place Orders for Discontinued Product, with delivery not to exceed [CONFIDENTIAL TREATMENT] months from the date of the Order. Additionally, unless Supplier is no longer offering such Discontinued Product for sale to Motorola due to Motorola’s rejection of a PCN provided to Motorola in accordance with Section 8.1 above, Supplier will, at Motorola’s request, (i) deliver to Motorola or its designated third-party manufacturer all materials [CONFIDENTIAL TREATMENT] for manufacture and supply to Motorola of the Discontinued Product, and (ii) assist Motorola in making alternative supply arrangements for the manufacture and supply of Discontinued Product Product, including [CONFIDENTIAL TREATMENT] to Motorola and a mutually agreed third-party manufacturer, [CONFIDENTIAL TREATMENT]. The obligations of Supplier in both (i) and (ii) are solely for the purpose of allowing, and [CONFIDENTIAL TREATMENT] the license in (ii) shall be limited in scope to allow, Motorola to make or have made, sell, offer to sell, import, otherwise dispose of, sublicense and distribute Discontinued Product (but not other parts and products derived therefrom). For purposes of this Section 8.2, Supplier’s Intellectual Property Rights do not include any rights Supplier has obtained to the Intellectual Property of third parties, without sublicense rights consistent with the license terms above; provided, however, that to the extent that such rights are necessary for the sale, use or other distribution of the Discontinued Products supplied to Motorola under this Agreement [CONFIDENTIAL TREATMENT] ], Supplier will at Motorola’s request and expense, assist Motorola in obtaining the necessary rights from the third party. Supplier agrees that Motorola may [CONFIDENTIAL TREATMENT] be irreparably harmed by Supplier’s failure to fulfill its obligations under this section, that money damages may not adequately compensate Motorola for such harm, and that Motorola is entitled to seek injunctive relief to prevent any threatened or continued breach of this section and to specifically enforce this section, in addition to all other remedies to which Motorola may be entitled to at law or in equity.