Common use of GRANTS AND COVENANTS Clause in Contracts

GRANTS AND COVENANTS. 2.1 Subject to Sections 2.2, 2.3, and 2.4 NATIONAL, on behalf of itself and its SUBSIDIARIES, hereby grants to "COMPANY TWO" and "COMPANY TWO"'s SUBSIDIARIES, during the TERM of this Agreement, a non-exclusive non- transferable license, without right to sublicense to third parties, under NATIONAL PATENTS, (a) to make, use, lease, sell, offer for sale, export, import or otherwise dispose of LICENSED PRODUCTS. provided however, that no rights are conveyed hereunder to customers of COMPANY TWO under any claim of a NATIONAL PATENT which is directed to (1) a combination of any LICENSED PRODUCT sold, leased or otherwise disposed of by "COMPANY TWO" or "COMPANY TWO"'s SUBSIDIARIES with any other product, or (2) a method or process which is other than the normal and intended use of such LICENSED PRODUCT itself as sold, leased or otherwise disposed of by "COMPANY TWO" or "COMPANY TWO"'s SUBSIDIARIES. 2.2 No release or license is granted by NATIONAL, or any SUBSIDIARIES, either directly or by implication, estoppel or otherwise, under any patent licensed hereunder, to "COMPANY TWO" or its SUBSIDIARIES, or third parties acquiring product from "COMPANY TWO" or any SUBSIDIARY, for the combination of LICENSED PRODUCTS with any other product which is not a LICENSED PRODUCT. 2.3 With respect to the licenses granted in Sections 2.1 and 2.2, a license to "COMPANY TWO" does not include the right of "COMPANY TWO" or its SUBSIDIARIES under the product and apparatus claims of any NATIONAL PATENTS to make products for sale to any third party (other than a SUBSIDIARY) for said third party's sale, use, lease, or other disposition of such products under the trade name, trademark, or other commercial indicia of such third party where the product design or manufacturing design is furnished by such third party in such sufficient detail such that no substantial additional designing by the party or its SUBSIDIARIES licensed herein is required, or to which only minor revisions are made to conform to specifications used by the party or its SUBSIDIARIES licensed herein. In the event such prohibited activity occurs, the exclusive remedy of NATIONAL for any claim of patent infringement shall be against the third party, provided that upon notice, "COMPANY TWO" hereto will cooperate with the other party to effectuate this provision. 2.4 If a SUBSIDIARY of "COMPANY TWO" ceases to be a SUBSIDIARY of "COMPANY TWO": The licenses and rights granted hereunder with respect to the patents of the NATIONAL to the former SUBSIDIARY shall terminate on the date the former SUBSIDIARY ceases to be a SUBSIDIARY. Notwithstanding the foregoing, the licenses and rights granted hereunder to the former SUBSIDIARY with respect to patents of NATIONAL on LICENSED PRODUCTS made or have made prior to the date of such cessation, shall not be affected by such cessation.

GRANTS AND COVENANTS. 2.1 Subject to Sections 2.2, 2.3, 2.4 and 2.4 2.5, NATIONAL, on behalf of itself and its SUBSIDIARIES, hereby grants to "COMPANY TWOONE" and "COMPANY TWOONE"'s SUBSIDIARIES, during the TERM of this Agreement, a non-exclusive non- transferable license, without right to sublicense to third parties, under NATIONAL PATENTS, (a) to makehave made (by a foundry licensed only by NATIONAL), and to use, lease, sell, offer for sale, export, import or otherwise dispose of LICENSED PRODUCTS. ; provided however, that no rights are conveyed hereunder to customers of COMPANY TWO ONE under any claim of a NATIONAL PATENT which is directed to (1) a combination of any LICENSED PRODUCT sold, leased or otherwise disposed of by "COMPANY TWOONE" or "COMPANY TWOONE"'s SUBSIDIARIES with any other product, or (2) a method or process which is other than the normal and intended use of such LICENSED PRODUCT itself as sold, leased or otherwise disposed of by "COMPANY TWOONE" or "COMPANY TWOONE"'s SUBSIDIARIES. 2.2 Feature Size Restriction - No license is granted by NATIONAL for product that contains a feature size of less than .35 um any where on the integrated circuit device. 2.3 No release or license is granted by NATIONAL, or any SUBSIDIARIES, either directly or by implication, estoppel or otherwise, under any patent licensed hereunder, to "COMPANY TWOONE" or its SUBSIDIARIES, or third parties acquiring product from "COMPANY TWOONE" or any SUBSIDIARY, for the combination of LICENSED PRODUCTS with any other product which is not a LICENSED PRODUCT. 2.3 2.4 With respect to the licenses granted in Sections 2.1 and 2.2, a license to "COMPANY TWOONE" does not include includes the right of "COMPANY TWOONE" or its SUBSIDIARIES under the product and apparatus claims of any NATIONAL PATENTS to make have products for sale to any third party (other than made only by a SUBSIDIARY) for said third party's sale, use, lease, foundry licensed by NATIONAL. The product design or other disposition circuit design of such products under the trade name, trademark, may be entirely or other commercial indicia of such third party where the product design or manufacturing design is partially furnished by COMPANY ONE or its SUBSIDIARIES to such third party NATIONAL licensed foundry in such sufficient detail by COMPANY ONE or its SUBSIDIARIES such that no substantial additional designing by the party or its SUBSIDIARIES licensed herein foundry is required, or to which only minor revisions are made by the foundry to conform to specifications used by the party COMPANY ONE or its SUBSIDIARIES licensed herein. In Any products fabricated for COMPANY ONE or its SUBSIDIARIES by such foundry may be sold, used, leased or otherwise disposed of by COMPANY ONE or its SUBSIDIARIES under the event such prohibited activity occurstrade name, the exclusive remedy trademark, or ANY other commercial indicia of NATIONAL for any claim of patent infringement shall be against the third party, provided that upon notice, "COMPANY TWO" hereto will cooperate with the other party to effectuate this provisionONE or its SUBSIDIARIES. 2.4 2.5 If a SUBSIDIARY of "COMPANY TWOONE" ceases to be a SUBSIDIARY of "COMPANY TWOONE": The licenses and rights granted hereunder with respect to the patents of the NATIONAL to the former SUBSIDIARY shall terminate on the date the former SUBSIDIARY ceases to be a SUBSIDIARY. Notwithstanding the foregoing, the licenses and rights granted hereunder to the former SUBSIDIARY with respect to patents of NATIONAL on LICENSED PRODUCTS made or have made prior to the date of such cessation, shall not be affected by such cessation.

GRANTS AND COVENANTS. 2.1 3.1 Subject to Sections 2.23.4 and 3.5, 2.3, and 2.4 NATIONAL, on behalf of itself and its SUBSIDIARIES, hereby grants to "COMPANY TWO" MICREL and "COMPANY TWO"MICREL's SUBSIDIARIES, during the TERM of this Agreement, a non-exclusive non- non-transferable license, without right to sublicense to third parties, under NATIONAL PATENTS, in all countries in which NATIONAL has or obtains NATIONAL PATENTS, (a) to make, have made, use, lease, sell, offer for sale, export, import or otherwise dispose of LICENSED PRODUCTS and (b) to use or have used any manufacturing technology to make or have made LICENSED PRODUCTS. ; provided however, that no rights are conveyed hereunder to customers of COMPANY TWO under any claim of a NATIONAL PATENT which is directed to (1) a combination of any LICENSED PRODUCT sold, leased or otherwise disposed of by "COMPANY TWO" MICREL or "COMPANY TWO"MICREL's SUBSIDIARIES with any other product, or (2) a method or process which is other than the normal and intended use of such LICENSED PRODUCT itself as sold, leased or otherwise disposed of by "COMPANY TWO" MICREL or "COMPANY TWO"MICREL's SUBSIDIARIES. 2.2 3.2 Subject to Sections 3.4 and 3.5, MICREL, on behalf of itself and its SUBSIDIARIES, hereby grants to NATIONAL and NATIONAL's SUBSIDIARIES, during the TERM of this Agreement, a non-exclusive and non-transferable license, without right to sublicense to third parties, under MICREL PATENTS, in all countries in which MICREL has or obtains MICREL PATENTS, (a) to make, have made, use, lease, sell, offer for sale, export, import or otherwise dispose of LICENSED PRODUCTS and (b) to use or have used any manufacturing technology to make or have made LICENSED PRODUCTS; provided however, that no rights are conveyed hereunder to customers under any MICREL PATENT which is directed to (1) a combination of any LICENSED PRODUCT sold, leased or otherwise disposed of by NATIONAL or NATIONAL's SUBSIDIARIES with any other product, or (2) a method or process which is other than the normal and intended use of such LICENSED PRODUCT itself as sold, leased or otherwise disposed of by NATIONAL or NATIONAL's SUBSIDIARIES. 3.3 No release or license is granted by NATIONALeither party, or any SUBSIDIARIES, either directly or by implication, estoppel or otherwise, under any patent licensed hereunder, to "COMPANY TWO" either party or its SUBSIDIARIES, or third parties acquiring product from "COMPANY TWO" either party or any SUBSIDIARY, for the combination of LICENSED PRODUCTS with any other product which is not a LICENSED PRODUCT. 2.3 3.4 With respect to the licenses granted in Sections 2.1 3.1 and 2.23.2, a license to "COMPANY TWO" a party does not include the right of "COMPANY TWO" a party or its SUBSIDIARIES under the product and apparatus claims of any NATIONAL PATENTS or MICREL PATENTS to make products for sale to any third party (other than a SUBSIDIARY) for said third party's sale, use, lease, or other disposition of such products under the trade name, trademark, or other commercial indicia of such third party where the product design or manufacturing design is furnished by such third party in such sufficient detail such that no substantial additional designing by the party or its SUBSIDIARIES licensed herein is required, or to which only minor revisions are made to conform to specifications used by the party or its SUBSIDIARIES licensed herein; provided, however, that this exclusion will not apply where the products in question are application-specific or customer-specific integrated circuits (ASICs or CSICs), which are substantially comprised of ASIC or CSIC pre- configured cells, whether macro or primitive, of a party or its SUBSIDIARIES characterized to the process of such party or its SUBSIDIARIES. In the event such prohibited activity occurs, the exclusive remedy of NATIONAL a party for any claim of patent infringement shall be against the third party, provided that upon notice, "COMPANY TWO" either party hereto will cooperate with the other party to effectuate this provision. 2.4 (a) A license to a party shall include the right of a party or its SUBSIDIARIES to practice the method claims of any NATIONAL PATENTS or MICREL PATENTS for processing steps conducted during wafer fabrication, circuit testing and circuit packaging to make products for sale to any third party for said third party's sale, use, lease or other disposition of such products, including but not limited to products sold under the trade name, trademark, or other commercial indicia of such third party. 3.5 With respect to the licenses granted in Sections 3.1 and 3.2, a license to a party to have made products by any third party pursuant to this Agreement shall only apply where the product design or manufacturing design is created and furnished by such party or its SUBSIDIARIES in such sufficient detail such that no substantial additional designing by the third party is required and shall not apply to any products in the form manufactured or marketed by said third party prior to the party or its SUBSIDIARIES furnishing said product design or manufacturing design. 3.6 To the extent NATIONAL or NATIONAL's SUBSIDIARIES has or acquires during the term of this agreement, the right to grant licenses, rights or privileges under any patents, utility models and design patents pursuant to the payment of royalties or other consideration to third parties, NATIONAL hereby grants to MICREL and MICREL's SUBSIDIARIES, the option to separately acquire those licenses, rights and privileges, subject to the payment of an appropriate royalty or other consideration. 3.7 To the extent MICREL or MICREL's SUBSIDIARIES has or acquires during the term of this agreement, the right to grant licenses, rights or privileges under any patents, utility models and design patents pursuant to the payment of royalties or other consideration to third parties, MICREL hereby grants to NATIONAL and NATIONAL's SUBSIDIARIES, the option to separately acquire those licenses, rights and privileges, subject to the payment of an appropriate royalty or other consideration. 3.8 If a SUBSIDIARY of "COMPANY TWO" a party ceases to be a SUBSIDIARY of "COMPANY TWO": a party: (a) The licenses and rights granted hereunder with respect to the patents of the NATIONAL other party to the former SUBSIDIARY shall terminate on the date the former SUBSIDIARY ceases to be a SUBSIDIARY. Notwithstanding the foregoing, the licenses and rights granted hereunder to the former SUBSIDIARY with respect to patents of NATIONAL the other party on LICENSED PRODUCTS made or have made prior to the date of such cessation, shall not be affected by such cessation. (b) The licenses and rights granted hereunder to the other party with respect to patents of the former SUBSIDIARY shall continue for the TERM of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 3.8, if a SUBSIDIARY of a party is merged or subsumed into a party or another SUBSIDIARY of a party, the licenses and rights granted hereunder to such former SUBSIDIARY shall continue in full force and effect. 3.9 Each party covenants not to initiate legal proceedings against the other party for infringement of any patent(s) issuing before the EFFECTIVE DATE of this Agreement, where the claims of such patent(s) expressly cover any one of the following technologies: (a) improvements specifically to bandgap reference circuit designs; (b) structures and methods specifically for manufacturing lateral bipolar pnp or npn transistors; (c) structures and methods specifically for forming refractory metal silicides; and (d) integrated circuit wiring patterns specifically for I/O bonding pads or specifically for reducing circuit inductance. This covenant shall also inure to the benefit of purchasers of products made by a Party, but only with respect to products made by a Party and that would otherwise infringe any of the patents that is the subject of the covenant of this Section 3.9.

GRANTS AND COVENANTS. 2.1 Subject to Sections 2.22.2 through 2.6 inclusive, 2.3, and 2.4 NATIONAL, on behalf of itself and its SUBSIDIARIES, hereby grants to "COMPANY TWOONE" and "COMPANY TWOONE"'s SUBSIDIARIES, during the TERM of this Agreement, a non-exclusive non- non-transferable license, without right to sublicense to third parties, under NATIONAL PATENTS, (a) to make, use, lease, sell, offer for sale, export, import or otherwise dispose of LICENSED PRODUCTS. ; provided however, that no rights are conveyed hereunder to customers of COMPANY TWO ONE under any claim of a NATIONAL PATENT which is directed to (1) a combination of any LICENSED PRODUCT sold, leased or otherwise disposed of by "COMPANY TWOONE" or "COMPANY TWOONE"'s SUBSIDIARIES with any other product, or (2) a method or process which is other than the normal and intended use of such LICENSED PRODUCT itself as sold, leased or otherwise disposed of by "COMPANY TWOONE" or "COMPANY TWOONE"'s SUBSIDIARIES. 2.2 Feature Size Restriction - No license is granted by NATIONAL for product that contains a feature size of less than .35 um any where on the integrated circuit device. 2.3 No release or license is granted by NATIONAL, or any SUBSIDIARIES, either directly or by implication, estoppel or otherwise, under any patent licensed hereunder, to "COMPANY TWOONE" or its SUBSIDIARIES, or third parties acquiring product from "COMPANY TWOONE" or any SUBSIDIARY, for the combination of LICENSED PRODUCTS with any other product which is not a LICENSED PRODUCT. 2.3 2.4 With respect to the licenses granted in Sections 2.1 and 2.2, a license to "COMPANY TWOONE" does not include the right of "COMPANY TWOONE" or its SUBSIDIARIES under the product and apparatus claims of any NATIONAL PATENTS to make products for sale to any third party (other than a SUBSIDIARY) for said third party's sale, use, lease, or other disposition of such products under the trade name, trademark, or other commercial indicia of such third party where the product design or manufacturing circuit design is furnished by such third party in such sufficient detail such that no substantial additional designing by the party or its SUBSIDIARIES licensed herein is required, or to which only minor revisions are made to conform to specifications used by the party or its SUBSIDIARIES licensed herein. In the event such prohibited activity occurs, the exclusive remedy of NATIONAL for any claim of patent infringement shall be against the third party, provided that upon notice, "COMPANY TWOONE" hereto will cooperate with the other party to effectuate this provision. 2.4 2.5 If a SUBSIDIARY of "COMPANY TWOONE" ceases to be a SUBSIDIARY of "COMPANY TWOONE": The , the licenses and rights granted hereunder with respect to the patents of the NATIONAL to the former SUBSIDIARY shall terminate on the date the former SUBSIDIARY ceases to be a SUBSIDIARY. Notwithstanding the foregoing, the licenses and rights granted hereunder to the former SUBSIDIARY with respect to patents of NATIONAL on LICENSED PRODUCTS made or have made prior to the date of such cessation, shall not be affected by such cessation. 2.6 Notwithstanding anything in subparagraph 2.4 to the contrary, should NATIONAL execute and deliver a license in favor of a customer of COMPANY ONE as identified by Ramtron International Corporation pursuant to a 2004 Settlement Agreement between Ramtron International Corporation and NATIONAL, then with respect to the license granted under this Agreement, and notwithstanding anything in this Agreement to the contrary, "COMPANY ONE" or its SUBSIDIARIES shall have the right under the claims of any NATIONAL PATENTS to fabricate wafers for such third party where the product design or circuit design is entirely or partially furnished by such third party for said third party's sale, use, lease or other disposition of such products under the trade name, trademark, or other commercial indicia of such third party in such sufficient detail such that no substantial additional designing by the party or its SUBSIDIARIES licensed herein is required, or to which only minor revisions are made to conform to specifications used by the party or its SUBSIDIARIES licensed herein.

GRANTS AND COVENANTS. 2.1 Subject to Sections 2.2, 2.3, 2.4 and 2.4 2.5, NATIONAL, on behalf of itself and its SUBSIDIARIES, hereby grants to "COMPANY TWOONE" and "COMPANY TWOONE"'s SUBSIDIARIES, during the TERM of this Agreement, a non-exclusive non- transferable license, without right to sublicense to third parties, under NATIONAL PATENTS, (a) to makehave made (by a foundry licensed only by NATIONAL), and to use, lease, sell, offer for sale, export, import or otherwise dispose of LICENSED PRODUCTS. ; provided however, that no rights are conveyed hereunder to customers of COMPANY TWO ONE under any claim of a NATIONAL PATENT which is directed to (1) a combination of any LICENSED PRODUCT sold, leased or otherwise disposed of by "COMPANY TWOONE" or "COMPANY TWOONE"'s SUBSIDIARIES with any other product, or (2) a method or process which is other than the normal and intended use of such LICENSED PRODUCT itself as sold, leased or otherwise disposed of by "COMPANY TWOONE" or "COMPANY TWOONE"'s SUBSIDIARIES. 2.2 Feature Size Restriction - None. 2.3 No release or license is granted by NATIONAL, or any SUBSIDIARIES, either directly or by implication, estoppel or otherwise, under any patent licensed hereunder, to "COMPANY TWOONE" or its SUBSIDIARIES, or third parties acquiring product from "COMPANY TWOONE" or any SUBSIDIARY, for the combination of LICENSED PRODUCTS with any other product which is not a LICENSED PRODUCT. 2.3 2.4 With respect to the licenses granted in Sections 2.1 and 2.2, a license to "COMPANY TWOONE" does not include includes the right of "COMPANY TWOONE" or its SUBSIDIARIES under the product and apparatus claims of any NATIONAL PATENTS to make have products for sale to any third party (other than made only by a SUBSIDIARY) for said third party's sale, use, lease, foundry licensed by NATIONAL. The product design or other disposition circuit design of such products under the trade name, trademark, may be entirely or other commercial indicia of such third party where the product design or manufacturing design is partially furnished by COMPANY ONE or its SUBSIDIARIES to such third party NATIONAL licensed foundry in such sufficient detail by COMPANY ONE or its SUBSIDIARIES such that no substantial additional designing by the party or its SUBSIDIARIES licensed herein foundry is required, or to which only minor revisions are made by the foundry to conform to specifications used by the party COMPANY ONE or its SUBSIDIARIES licensed herein. In Any products fabricated for COMPANY ONE or its SUBSIDIARIES by such foundry may be sold, used, leased or otherwise disposed of by COMPANY ONE or its SUBSIDIARIES under the event such prohibited activity occurstrade name, the exclusive remedy trademark, or ANY other commercial indicia of NATIONAL for any claim of patent infringement shall be against the third party, provided that upon notice, "COMPANY TWO" hereto will cooperate with the other party to effectuate this provisionONE or its SUBSIDIARIES. 2.4 2.5 If a SUBSIDIARY of "COMPANY TWOONE" ceases to be a SUBSIDIARY of "COMPANY TWOONE": The licenses and rights granted hereunder with respect to the patents of the NATIONAL to the former SUBSIDIARY shall terminate on the date the former SUBSIDIARY ceases to be a SUBSIDIARY. Notwithstanding the foregoing, the licenses and rights granted hereunder to the former SUBSIDIARY with respect to patents of NATIONAL on LICENSED PRODUCTS made or have made prior to the date of such cessation, shall not be affected by such cessation.