INDIRECT USE. Indirect use of EDA Offerings via hardware or software used by Customer does not reduce the number of Authorized User entitlements that Customer needs to acquire.
INDIRECT USE. Indirect use of Simcenter Offerings via hardware or software used by Customer does not reduce the number of Authorized User entitlements that Customer needs to acquire.
INDIRECT USE. Indirect use of Tool Software via hardware or software used by Customer does not reduce the number of Authorized User entitlements that Customer needs to acquire.
INDIRECT USE. During the term of the JV, neither Joint Owner shall grant any license (whether exclusive or non-exclusive) to Third Parties in or to the Foreground Information within the Domain without the prior written express consent of the other Joint Owner and the JV. The prior written express consent of the JV shall be granted pursuant to a two-step approval process in which: (1) the Joint Owners notify the IP Committee of the potential future license to the Foreground Information within the Domain, then (2) the Board approves said license upon information and recommendation by the IP Committee. If such license is approved, each Joint Owner shall be compensated for granting rights in and to the Foreground Information, unless otherwise agreed. The Joint Owners shall discuss the terms and conditions, including financial conditions, of such rights, it being agreed that they shall share between themselves in equal shares (after deduction, if relevant, of out of pocket costs incurred by either of them for the grant of such rights) any payments made by such Third Party licensee in consideration of such rights in Foreground Information. Upon recommendation of the IP Committee, a Joint Owner owning any Background Information Needed for Direct Use of such licensed Foreground Information by a Third Party shall grant a royalty-bearing limited license to the Third Party solely as Needed for such Direct Use of the Foreground Information by the Third Party licensee on terms and conditions (including financial conditions) to be agreed by the Joint Owners. The Joint Owners agree that such compensation shall be based on the revenue generated from the Indirect Use of the Foreground Information and calculated as an arm’s length royalty, or any other mutually acceptable mechanism, and that they shall use commercially reasonable efforts to negotiate such conditions in good faith with the Third party. Any payments made by such Third Party licensee in consideration of such rights in Background Information shall be given to the Background Information Joint Owner. [*****] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
INDIRECT USE. Indirect use of MC Offerings via hardware or software used by Customer does not reduce the number of Authorized User entitlements that Customer needs to acquire.
INDIRECT USE. Indirect use of MGSP Offerings via hardware or software used by Customer does not reduce the number of Authorized User entitlements that Customer needs to acquire.
INDIRECT USE. Indirect use of PLM Offerings via hardware or software used by Customer does not reduce the number of Authorized User entitlements that Customer needs to acquire.
INDIRECT USE. Indirect use of Polarion Offerings via hardware or software used by Customer does not reduce the number of Authorized User entitlements that Customer needs to acquire.
INDIRECT USE. Indirect use of COMOS Offerings via hardware or software used by Customer does not reduce the number of Authorized User entitlements that Customer needs to acquire.
INDIRECT USE. Indirect use of XHQ Offerings via hardware or software used by Customer does not reduce the number of Authorized User entitlements that Customer needs to acquire.
