Common use of Grants of Licenses Clause in Contracts

Grants of Licenses. Upon Adopter’s execution of this Agreement, the license is granted by Adopter and its Affiliates to all Fellow Adopters (including Intel), and the grants of all Fellow Adopters shall extend to Adopter and its Affiliates. In each case, the party (Intel, Adopter, or Fellow Adopter) and its Affiliates granting the covenant are collectively referred to as the "Licensor." Upon publication of the text of the Published Specification, Licensor grants to each Fellow Adopter and its Affiliates a nonexclusive, royalty-free, nontransferable, nonsublicenseable (except as part of transfer of an end user product), worldwide license under its Necessary Claims to make, have made, use, import, offer to sell and sell and otherwise distribute the interface portions of products, whether hardware, software, or some combination of hardware and software, which implement and comply with the Published Specification so long as the interface portion of the licensee’s product is fully compliant with such Published Specification; and provided that such license shall not extend to features of a product which are not required to fully comply with the Published Specification. Such license does not extend to Draft Specifications. Draft Specifications are provided for informational purposes only and are subject to change without notice. Adopters should not make design decisions based on Draft Specifications. Adopter acknowledges and agrees that any design decisions that Adopter makes based on Specifications are at Adopter’s own risk and expense. • Acceptance of Licenses. Adopter hereby accepts the licenses granted by the Fellow Adopters. • Withdrawal. Adopter may withdraw at any time by providing written notice to Intel. The effect of such withdrawal is that all licenses granted by a withdrawing Adopter, with respect to a Published Specification published more than sixty (60) days prior to the date of withdrawal, shall continue in full force and shall extend to entities who become Adopters and their Affiliates as provided in the license even after such withdrawal. However, all future rights and benefits shall terminate as of the effective date of the notice to withdraw. Further, the licenses granted to such Adopters shall continue to apply with respect to the Published Specification and any subsequent versions published more than sixty (60) days prior to the date of withdrawal. No license shall be deemed granted or received by such Adopter as to a version of the Published Specification published less than sixty (60) days prior to or after the date of such withdrawal.

Grants of Licenses. Upon Adopter’s PMP hereby grants to Purchaser an exclusive, assignable, fully paid-up, royalty-free license, to use the Licensed Technology and the Licensed IP Rights to market Licensed Products. Said exclusive license extends to that certain territory (the “Territory”) listed on Attached Exhibit “A”. To lie extent that PMP obtains or acquires additional patent or distribution rights other than those IP Rights and IP Technology possessed by PMP as of the date of the execution of this Agreement, the license is granted by Adopter and its Affiliates to all Fellow Adopters PMP will give notice of these acquisition of said rights within ten (including Intel)10) days of their acquisition, and within thirty (30) days of their acquisition will execute an amendment to this Agreement to include said rights within definition of the “Licensed IP Rights”, “Licensed Technology” and “Licensed Products” licensed by this Agreement. Subject to the terms and conditions of this Agreement, PMP hereby grants of to Purchaser the exclusive right and license, under all Fellow Adopters shall extend intellectual property and other ownership rights applicable to Adopter the Licensed Technology and/or the Licensed Products, to offer for sale, sell, distribute and its Affiliatesservice the Licensed Products to end users or said Products (the “License”). In each case, This exclusive grant is to be confined to the party (Intel, AdopterTerritory, or Fellow Adopterto any Further country or geographic location in which either a) there exists no agreement between PMP and its Affiliates granting any third-party to this agreement concerning the covenant are collectively referred rights PMP has to as market or develop the "Licensor." Upon publication of Licensed Products, or;b) PMP acquires rights to manufacture, market and/or distribute the text of Licensed Products. Subject to the Published Specificationterms and conditions or this Agreement, Licensor PMP further grants to each Fellow Adopter Purchaser the exclusive right and its Affiliates a nonexclusivelicense, royaltyunder all intellectual property and other ownership rights applicable to the Licensed Technology and/or the Licensed Products, todisplay and marketthe Licensed Products to the end users of said Products. Thisexclusive grant is to be confined to the Territory, or to any further country in which eithera) there exists noagreement between PMP and any third-freeparty to this agreementconcerning the rights PMP has to market or develop the Licensed Products, nontransferableor; b) PMPacquires rights to manufacture, nonsublicenseable (except as part of transfer of an end user product), worldwide license under its Necessary Claims to make, have made, use, import, offer to sell market and/or distribute the Licensed Products. Purchaser will market and sell and otherwise distribute the interface portions of productsproduct in the manner it, whether hardwarein its sole discretion, softwaredeems most appropriate. As the Licensed Products are sold, Purchaser will buy the Licensed Products from PMP at the cost incurred by PMP to manufacture the Licensed Products.PMP will provide Purchaser on amonthly basis, or some combination at any other time reasonablyrequested by Purchaser, with information showing the current cost of hardware manufacturing the Licensed Products. PMP will invoice Purchaser monthly for the costs charged to it by its manufacturer to produce the Licensed Products and software, which implement and comply with the Published Specification so long as the interface portion of the licensee’s product is fully compliant with such Published Specification; and provided that such license shall not extend to features of a product which are not Purchaser will be required to fully comply with the Published Specification. Such license does not extend to Draft Specifications. Draft Specifications are provided for informational purposes only and are subject to change without notice. Adopters should not make design decisions based on Draft Specifications. Adopter acknowledges and agrees that any design decisions that Adopter makes based on Specifications are at Adopter’s own risk and expense. • Acceptance of Licenses. Adopter hereby accepts the licenses granted by the Fellow Adopters. • Withdrawal. Adopter may withdraw at any time by providing written notice to Intel. The effect of pay all such withdrawal is that all licenses granted by a withdrawing Adopter, with respect to a Published Specification published more invoices no later than sixty thirty (6030) days prior to from the date of withdrawal, shall continue said invoice. For and in full force and shall extend to entities who become Adopters and their Affiliates as provided in the license even after such withdrawal. However, all future rights and benefits shall terminate as consideration of the effective date of the notice to withdraw. Further, the licenses Licenses granted to such Adopters shall continue to apply with respect pursuant to the Published Specification and any subsequent versions published more than sixty (60) days prior terms or this Article 2, Purchaser will provide the Following consideration to the date of withdrawal. No license shall be deemed granted or received by such Adopter as to a version of the Published Specification published less than sixty (60) days prior to or after the date of such withdrawal.PMP:

Grants of Licenses. The following license has been granted by the Promoters to each other. Upon Adopter’s execution of this Agreement, the license it is granted by Adopter and its Affiliates to all Fellow Adopters (including Intel)Adopters, and the grants of all Fellow Adopters shall extend to Adopter and its AffiliatesAdopter. In each case, the party (IntelPromoter, Adopter, or Fellow Adopter) and its Affiliates granting the covenant are collectively is referred to as the "“Licensor." Upon publication of the text of the Published Specification, ”. Licensor grants and its Affiliates grant to each Fellow Adopter and its Affiliates (collectively “Licensee”), under any claim of a nonexclusivepatent or patent application owned or licensable by Promoter or its Affiliates and if not for this grant infringed directly or contributorily by Licensee’s product, a non-exclusive, royalty-free, nontransferablenon-transferable, nonsublicenseable world-wide license (without rights to sublicense except as part of the transfer of an end user product)a product as described hereafter) to make or have made the portions of Licensee’s product which implements and complies with the relevant portions of the Specification, worldwide license under its Necessary Claims and to make, have made, use, importsell, offer to sell sell, license and sell and otherwise distribute the interface import such portions of productssuch product, whether hardware, software, or some combination where infringement of hardware such claims would not have occurred but for implementation of and software, which implement and comply compliance with the Published Specification so long as the interface portion relevant portions of the licensee’s product such Specification, and (a) there is fully compliant with no commercially reasonable noninfringing alternative to such Published Specification; and provided that infringement or (b) infringement of such license shall not extend to features claims results from use of a product which are not required to fully comply with the Published specific example included in such Specification. Such license does not extend to Draft Specifications. Draft Specifications are provided for informational purposes only and are subject to change without notice. Adopters should not make design decisions based is contingent on Draft Specifications. Adopter acknowledges and agrees that any design decisions that Adopter makes based on Specifications are at Adopterthe Licensee’s own risk and expense. • Acceptance of Licenses. Adopter hereby accepts the licenses granted by the Fellow Adopters. • Withdrawal. Adopter may withdraw at any time by providing written notice to Intel. The effect of such withdrawal is that all licenses granted by a withdrawing Adopter, product fully complying with respect to a Published Specification published more than sixty (60) days prior to the date of withdrawal, shall continue in full force and shall extend to entities who become Adopters and their Affiliates as provided in the license even after such withdrawal. However, all future rights and benefits shall terminate as of the effective date of the notice to withdraw. Further, the licenses granted to such Adopters shall continue to apply with respect to the Published Specification and any subsequent versions published more than sixty (60) days prior to the date of withdrawal. No license shall be deemed granted or received by such Adopter as to a version of the Published Specification published less than sixty (60) days prior to the extent required for such a product. General • No Other Licenses. Adopter neither grants or receives any license to or after right to use any trademark, trade name, copyright, or maskwork hereunder. Except for the date rights expressly provided by this Agreement, Adopter neither grants nor receives, by implication, or estoppel, or otherwise, any rights under any patents or other intellectual property rights. • No Warranty. Adopter acknowledges that the Specification is provided “AS IS” WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARRIVING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. • Damages. In no event will Promoters, Adopter or Fellow Adopter be liable to the other for any loss of profits, loss of use, incidental, consequential, indirect, or special damages arising out of this or any other agreement, whether or not such party had advance notice of the possibility of such withdrawaldamages.

Grants of Licenses. The following license has been granted by the ------------------ Promoters to all Adopters. Upon Adopter’s 's execution of this Agreement, the agreement to license is granted by Adopter and its Affiliates to all Fellow Adopters (including Intelthe Promoters), and the grants of all Fellow Adopters shall extend to Adopter and its AffiliatesAdopter. In each case, the party (IntelPromoter, Adopter, or Fellow Adopter) and its Affiliates granting the covenant are collectively is referred to as the "Licensor." Upon publication agreement by the Promoters as to the final version of the text of the Published Specification, Licensor grants hereby covenants to grant to each Promoter and its Affiliates and to each Fellow Adopter and its Affiliates under reasonable terms and conditions that are demonstrably free of any unfair discrimination, a nonexclusive, royalty-free, nontransferable, nonsublicenseable (except as part of the transfer of an end user product), worldwide license under its Necessary Claims to implement the Specification and to make, have made, use, import, offer to sell and sell sell, lease, sell, promote and otherwise distribute the interface portions of products, resulting implementation (whether implemented in hardware, software, or some combination of hardware and software); provided, which implement and comply with however, (i) the Published Specification so long as the interface portion of the licensee’s product resulting implementation is fully compliant with such Published Specification; and provided that Fully Compliant, (ii) such license shall not extend to features of a product which are not required to fully comply with the Published Specification. Such license does not extend Specification or to Draft Specifications. Draft Specifications are provided for informational purposes only other specifications and are subject to change without notice. Adopters should not make design decisions based on Draft Specifications. Adopter acknowledges APIs (Application Programming Interfaces), such as a Promoter's operating system API, and agrees that any design decisions that Adopter makes based on Specifications are at Adopter’s own risk and expense. • Acceptance of Licenses. Adopter hereby accepts the licenses granted by the Fellow Adopters. • Withdrawal. Adopter may withdraw at any time by providing written notice to Intel. The effect of (iii) such withdrawal is that all licenses granted by a withdrawing Adopter, with respect to a Published Specification published more than sixty (60) days prior to the date of withdrawal, shall continue in full force and shall extend to entities who become Adopters and their Affiliates as provided in the license even after such withdrawal. However, all future rights and benefits shall terminate as of the effective date of the notice to withdraw. Further, the licenses granted to such Adopters shall continue to apply with respect to the Published Specification and any subsequent versions published more than sixty (60) days prior to the date of withdrawal. No license shall be deemed granted only to the extent that the resulting implementation is used for the purposes of home or received by LAN networking over home or any single pair in-premises telephone lines. To the extent an Adopter becomes aware of any Necessary Claims which are or will be subject to the above license and to the extent that an Adopter intends to seek a reasonable royalty for such Necessary Claims pursuant to the above license, such Adopter as to a version of shall promptly notify the Published Specification published less than sixty (60) days prior to or after the date Secretary of such withdrawalNecessary Claims. Additionally, to the extent an Adopter becomes aware of claims which would be Necessary Claims but for the obligation to pay royalties or other consideration to third parties, the Adopter shall promptly notify the Secretary of such claims.

Grants of Licenses. Upon the Adopter’s execution of this Agreement: • The Promoters hereby agree that they will grant to Adopter a nonexclusive, worldwide license under Necessary Claims solely to make, have made, use, import, and directly and indirectly, offer to sell, sell and otherwise distribute and dispose of Compliant Portions; provided that such license shall not extend to any part, function or feature of a product that is not a Compliant Portion or for which there exists a commercially reasonable, noninfringing alternative. Such license shall be granted on reasonable and non-discriminatory terms, provided that such license grant may be conditioned upon Adopter’s grant of a reciprocal license. With respect to any royalty free patent license that the Promoters receive from a Contributor that includes the right of the Promoters to grant sublicenses, the license is granted by Promoters hereby grant Adopter a royalty free sublicense to the same rights and its Affiliates to all Fellow Adopters (including Intel), and licenses that the grants of all Fellow Adopters shall extend to Promoters received from the Contributor. • Adopter and its Affiliates. In each case, the party (Intel, Adopter, or Fellow Adopter) and its Affiliates granting the covenant are collectively referred to as the "Licensor." Upon publication of the text of the Published Specification, Licensor grants hereby agrees that it will grant to each Fellow Second Generation Adopter, a nonexclusive, worldwide license under its Necessary Claims solely to make, have made, use, import, and directly and indirectly, offer to sell, sell and otherwise distribute and dispose of Compliant Portions; provided that such license shall not extend to any part, function or feature of a product that is not a Compliant Portion or for which there exists a commercially reasonable, noninfringing alternative. Such license shall be granted on reasonable and non- discriminatory terms, provided that such license grant may be conditioned upon a Fellow Second Generation Adopter’s grant of a reciprocal license. Only with respect to this obligation to grant licenses under its Necessary Claims, each Fellow Second Generation Adopter shall be a third party beneficiary of this Agreement. • The Promoters and its Affiliates the Adopter hereby agree that each will provide a written notice to each of the Promoters that it may seek a royalty from Fellow Second Generation Adopter(s). The Promoters agree to use commercially reasonable efforts to post such notice on the IPMI Website within a reasonable time. Such notice shall include a specific listing of the patent(s) for which a Promoter or Adopter may seek to charge a royalty. With respect to each patent that a Promoter or Adopter may seek such a royalty-bearing license from Fellow Second Generation Adopters, only a one-time notice to the Promoters is required. The Promoters and the Adopter further agree that they will only seek to collect royalties pursuant to this Agreement from Fellow Second Generation Adopters for any Units of products that were sold, leased, rented, licensed, shipped or otherwise transferred more than one hundred twenty (120) days after Adopter has notified the Promoters as set forth above. Nothing in this Agreement shall waive any right that Adopter may have under the law of the appropriate jurisdiction to receive actual notice from a Fellow Second Generation Adopter asserting a claim of patent infringement against Adopter. • The Promoters grant to Adopter a nonexclusive, royalty-free, nontransferable, nonsublicenseable (except as part of transfer of an end user product)nonsublicenseable, worldwide license under its Necessary Claims their trade secrets and copyrights in the Legacy Specification and the Second Generation Specification to use and reproduce the Legacy Specification or the Second Generation Specification as necessary in order to make, have made, use, import, offer to sell and sell and otherwise distribute the interface portions of products, whether hardware, software, or some combination of hardware and software, which implement and comply with the Published Specification so long as the interface portion of the licensee’s product is fully compliant with such Published Specification; and provided that such license shall not extend to features of a product which are not required to fully comply with the Published Specification. Such license does not extend to Draft Specifications. Draft Specifications are provided for informational purposes only and are subject to change without notice. Adopters should not make design decisions based on Draft Specifications. Adopter acknowledges and agrees that any design decisions that Adopter makes based on Specifications are at Adopter’s own risk and expense. • Acceptance of Licenses. Adopter hereby accepts the licenses granted by the Fellow AdoptersCompliant Portions. • Withdrawal. Adopter may withdraw at any time by providing written notice to Intel. The effect of such withdrawal is that all licenses granted by a withdrawing Adopter, with respect to a Published Specification published more than sixty (60) days prior to the date of withdrawal, shall continue in full force and shall extend to entities who become Adopters and their Affiliates as provided in the license even after such withdrawal. However, all future rights and benefits shall terminate as of the effective date of the notice to withdraw. Further, the licenses granted to such Adopters shall continue to apply with respect to the Published Specification and any subsequent versions published more than sixty (60) days prior to the date of withdrawal. No license shall be deemed granted or received by such Adopter as to a version of the Published Specification published less than sixty (60) days prior to or after the date of such withdrawal.