Common use of Existing Third Party License Agreements Clause in Contracts

Existing Third Party License Agreements. To the extent that any Existing Third Party License Agreement does not provide for an automatic sublicense to Opto-Device, Hitachi shall, upon Opto-Device’s written request, sublicense, and does hereby sublicense, rights under any such Existing Third Party License Agreements to Opto-Device but only to the extent that Hitachi has the right to make available such rights to Opto-Device, subject to the condition that Opto-Device abides by the terms and conditions of any such Existing Third Party License Agreement. The rights referred to above will be provided to Opto-Device on a fully paid-up, non-exclusive basis, except if royalty payments are necessary based specifically on what is being done by Opto-Device, then Opto-Device shall be liable for such royalty payments. Hitachi shall, upon Opto-Device’s written request, sublicense rights under Existing Third Party License Agreements to OpNext and OpNext’s and Opto-Device’s Wholly-Owned Subsidiaries provided: (i) Opto-Device obtains Hitachi’s reasonable prior written consent; (ii) Hitachi can make available such license rights to OpNext and OpNext’s and Opto-Device’s Wholly-Owned Subsidiaries; and (iii) OpNext and OpNext’s and Opto-Device’s Wholly-Owned Subsidiaries abide by the terms and conditions of such Existing Third Party License Agreements. Notwithstanding the foregoing, if any such sublicense invokes any Japanese tax issues, then Hitachi shall not be obliged to grant a sublicense to OpNext and OpNext’s and Opto-Device’s Wholly-Owned Subsidiaries without entering into a separate agreement with OpNext and such Wholly-Owned Subsidiaries under reasonable terms and conditions to be agreed upon between the relevant parties to address such tax issues. The sublicense provided in this subsection 5(b) is subject to the termination provisions of the Existing Third Party License Agreement. The rights referred to above will be provided to OpNext and such Wholly-Owned Subsidiaries on a fully paid-up, non-exclusive basis, except if royalty payments are necessary based specifically on what is being done by OpNext and such Wholly-Owned Subsidiaries, then Opto-Device shall be liable for or shall cause OpNext and such Wholly-Owned Subsidiaries to be liable for such royalty payments.

Existing Third Party License Agreements. To the extent that any an Existing Third Party License Agreement does not provide for an automatic sublicense to Opto-DeviceOpNext Japan, Hitachi shall, upon Opto-DeviceOpNext Japan’s written request, sublicense, and does hereby sublicense, rights under any such Existing Third Party License Agreements Agreement to Opto-Device OpNext Japan but only to the extent that Hitachi has the right to make available such rights to Opto-DeviceOpNext Japan, subject to the condition that Opto-Device OpNext Japan abides by the terms and conditions of any such Existing Third Party License Agreement. The rights referred to above will be provided to Opto-Device OpNext Japan on a fully paid-up, non-exclusive basis, except if royalty payments are necessary based specifically on what is being done by Opto-DeviceOpNext Japan, then Opto-Device OpNext Japan shall be liable for such royalty payments. Hitachi shall, upon Opto-DeviceOpNext Japan’s written request, sublicense rights under Existing Third Party License Agreements to OpNext, Inc. and OpNext and OpNextInc.’s and Opto-DeviceOpNext Japan’s Wholly-Owned Subsidiaries provided: (i) Opto-Device OpNext Japan obtains Hitachi’s reasonable prior written consent; (ii) Hitachi can make available such license rights to OpNext OpNext, Inc. and OpNext, Inc.’s and Opto-DeviceOpNext Japan’s Wholly-Owned Subsidiaries; and (iii) OpNext OpNext, Inc. and OpNext, Inc.’s and Opto-DeviceOpNext Japan’s Wholly-Owned Subsidiaries abide by the terms and conditions of such Existing Third Party License Agreements. Notwithstanding the foregoing, if any such sublicense invokes any Japanese tax issues, then Hitachi shall not be obliged to grant a sublicense to OpNext OpNext, Inc. and OpNext, Inc.’s and Opto-DeviceOpNext Japan’s Wholly-Owned Subsidiaries without entering into a separate agreement with OpNext OpNext, Inc. and such Wholly-Owned Subsidiaries under reasonable terms and conditions to be agreed upon between the relevant parties to address such tax issues. The sublicense provided in this subsection 5(b) is subject to the termination provisions of the Existing Third Party License Agreement. The rights referred to above will be provided to OpNext OpNext, Inc. and such Wholly-Owned Subsidiaries on a fully paid-up, non-exclusive basis, except if royalty payments are necessary based specifically on what is being done by OpNext OpNext, Inc. and such Wholly-Owned Subsidiaries, then Opto-Device OpNext Japan shall be liable for or shall cause OpNext OpNext, Inc. and such Wholly-Owned Subsidiaries to be liable for such royalty payments.