Common use of Intellectual Property Ownership and Indemnification Clause in Contracts

Intellectual Property Ownership and Indemnification. 13.1 MoSys shall own all rights, title interest (excluding any NEC's patent rights) in the LICENSED PRODUCT licensed under this Agreement including any and all upgrades, enhancements and improvements thereto made by MoSys. MoSys will also retain all patent rights, trademarks, trade secrets, copyrights, mask work rights and all other proprietary rights (excluding any NEC's patent rights) therein or relating thereto. Except for the licenses granted in Section 3, no other grants of licenses or rights to NEC and its SUBSIDIARIES shall be implied from the provisions stated herein. 13.2 MoSys represents and warrants as of the Effective Date: (a) to the best of MoSys' knowledge, it is the originator and/or rightful owner of the product(s), information and documentation provided to NEC pursuant to the terms of this Agreement (including, not limited to, LICENSED PRODUCT) (hereinafter collectively " Information"); and (b) to the best of MoSys' knowledge, there are no claims pending or threatened against MoSys or any other party, that relate to the Information or the contemplated use of the Information under this Agreement. 13.3 Except as expressly provided herein, MoSys disclaims and shall have no obligation of defense, contribution, or indemnity with respect to any actual or alleged intellectual property infringement with respect to the Information provided or otherwise arising out of this Agreement. MoSys shall have no liability arising out of any such actual or alleged intellectual property infringement. NEC, however, will use its reasonable efforts to notify MoSys, in writing, of each such infringement claim of which NEC becomes aware, and NEC shall cooperate with MoSys if MoSys desires to intervene in any such infringement action against NEC. 13.4 In the event of any claim by a third party of infringement of its intellectual property rights by the NEC and/or its SUBSIDIARIES where such claim (i) is caused substantially by the unmodified LICENSED PRODUCT and, (ii) is not associated with standard DRAM operations, processes, design or manufacturing then MoSys agrees to use reasonable efforts at MoSys' expense to provide assistance, including appropriate documentation, to NEC, in its defense against such claim under this provision. If pursuant to such a claim NEC and/or its SUBSIDIARIES are prohibited from using the LICENSED PRODUCTS, MoSys agrees to use reasonable efforts to modify the LICENSED PRODUCTS to avoid the infringement. 13.5 The foregoing states MoSys' sole obligations and entire liability with respect to any claimed infringement of the LICENSED PRODUCT(S) of any intellectual property or other rights of any third party.

Intellectual Property Ownership and Indemnification. 13.1 14.1 MoSys shall own all rights, title interest (excluding any NEC's patent rights) in the LICENSED PRODUCT licensed under this Agreement including any and all upgrades, enhancements and improvements thereto made by MoSys. MoSys will also retain all patent rights, trademarks, trade secrets, copyrights, mask work rights and all other proprietary rights (excluding any NEC's patent rights) therein or relating thereto. Except for the licenses granted in Section 3, no other grants of licenses or rights to NEC Licensee and its SUBSIDIARIES shall be implied from the provisions stated herein. 13.2 14.2 MoSys represents and warrants as of the Effective Date: : (a) to the best of MoSys' knowledge, it is the originator and/or rightful owner of the product(s), information and documentation provided to NEC Licensee pursuant to the terms of this Agreement (including, not limited to, LICENSED PRODUCT) (hereinafter collectively " "Information"); and and (b) to the best of MoSys' knowledge, there are no claims pending or threatened against MoSys or any other party, that relate to the Information or the contemplated use of the Information under this Agreement. 13.3 14.3 Except as expressly provided herein, MoSys disclaims and shall have no obligation of defense, contribution, or indemnity with respect to any actual or alleged intellectual property infringement with respect to the Information provided or otherwise arising out of this Agreement. MoSys shall have no liability arising out of any such actual or alleged intellectual property infringement. NECLicensee, however, will use its reasonable efforts to notify MoSys, in writing, of each such infringement claim of which NEC Licensee becomes aware, and NEC Licensee shall cooperate with MoSys if MoSys desires to intervene in any such infringement action against NECLicensee. 13.4 14.4 In the event of any claim by a third party of infringement of its intellectual property rights by the NEC Licensee and/or its SUBSIDIARIES where such claim (i) is caused substantially by the unmodified LICENSED PRODUCT and, (ii) is not associated with standard DRAM operations, processes, design or manufacturing then MoSys agrees to use reasonable efforts at MoSys' expense to provide assistance, including appropriate documentation, to NECLicensee, in its defense against such claim under this provision. If pursuant to such a claim NEC Licensee and/or its SUBSIDIARIES are is prohibited from using the LICENSED PRODUCTS, MoSys agrees to use reasonable efforts to modify the LICENSED PRODUCTS to avoid the infringement. 13.5 14.5 The foregoing states MoSys' sole obligations and entire liability with respect to any claimed infringement of the LICENSED PRODUCT(S) of any intellectual property or other rights of any third party.