Common use of LICENSES TO INFORMATION Clause in Contracts

LICENSES TO INFORMATION. 5.01 Seller grants to Buyer a fully paid-up, royalty-free worldwide, irrevocable (subject to Article VIII), non-transferable (except as provided in Article IX) and nonexclusive license to use, copy, sublicense and distribute Licensed Technical Information, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Technical Information, in connection with the conduct and operation of the Wireless Networking Business under any and all copyright, trade secret and other intellectual property rights in such Licensed Technical Information (other than patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase Agreement) owned by Seller as of the Effective Date. 5.02 Seller grants to Buyer a personal, non-transferable (except as provided in Article IX) and nonexclusive right, as an attribute of the right to use the Licensed Technical Information in Section 5.01, to communicate (subject to confidentiality provisions as least as restrictive as those in Section 12.03) portions of and grant nonexclusive sublicenses (of the same scope as the licenses granted to Buyer under Section 5.01) to such Licensed Technical Information to third party suppliers or manufacturers for the procurement by Buyer of materials, manufacturing facilities, parts and/or components reasonably necessary for use by Buyer in the manufacture and assembly of products of the ORiNOCO Business in accordance with this Agreement. 5.03 Seller agrees to deliver to Buyer, within 30 days of Closing, copies of all documents of whatever kind in whatever medium that embody the Licensed Technical Information. To Seller's knowledge, all of the Licensed Technical Information will, at Closing, be included in the Business Records transferred to Buyer or otherwise in possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with delivering to Buyer any documents that embody the Licensed Technical Information not delivered to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver the Licensed Technical Information. 5.04 The Parties recognize that the best or only available copy of certain Licensed Technical Information may reside, after the Closing Date, within the ORiNOCO Business or in the possession of the ORiNOCO Business, and Seller may require certain access to or copies of the Licensed Technical Information for purposes consistent with this Agreement, which because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Date. To that end, Buyer agrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's written request, copies of any portion of the Licensed Technical Information necessary for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Licensed Technical Information shall be borne by Seller.

LICENSES TO INFORMATION. 5.01 3.01 Seller grants to Buyer a fully paid-up, royalty-free worldwide, irrevocable irrevocable, perpetual (subject to Article VIII), VII) and non-transferable (except as provided in Article IXVIII) and nonexclusive license to use, copy, sublicense and distribute Licensed Technical Information, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Technical Information, in connection with the conduct and operation of the Wireless Networking Optoelectronics Business under any and all copyright, trade secret and other intellectual property rights in such Licensed Technical Information (other than patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase AgreementArticle IV herein) owned by Seller or its Related Companies as of the Effective Date. The foregoing license shall be exclusive for a period of three (3) years from the Effective Date, after which period such license shall become non-exclusive. 5.02 3.02 Seller grants to Buyer a personal, non-transferable (except as provided in Article IXVIII) and nonexclusive right, as an attribute of the right to use the Licensed Technical Information in Section 5.013.01, to communicate (subject to confidentiality provisions as at least as restrictive as those in Section 12.0311.03) portions of and grant nonexclusive sublicenses (of the same scope as the licenses granted to Buyer under Section 5.013.01) to such Licensed Technical Information to third party suppliers or manufacturers for the procurement by Buyer of materials, manufacturing facilities, parts and/or components reasonably necessary for use by Buyer in the manufacture and assembly of products Products of the ORiNOCO Optoelectronics Business in accordance with this Agreement. 5.03 3.03 Seller agrees to deliver to Buyer, within 30 days of Closingthe Effective Date, copies of all documents of whatever kind in whatever medium medium, whether electronic or otherwise, that embody the Licensed Technical Information. To Seller's ’s knowledge, all of the Licensed Technical Information will, at Closingon the Effective Date, be included in the Business Records transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with delivering to Buyer any documents that embody the Licensed Technical Information not delivered to Buyer at Closingon the Effective Date. Buyer agrees that the previous sentence provides sentences provide Buyer's ’s sole remedy for Seller's ’s failure to deliver the Licensed Technical Information, and is specifically enforceable. 5.04 3.04 The Parties recognize that the best or only available copy of certain Licensed Technical Information may reside, after the Closing Effective Date, within the ORiNOCO Optoelectronics Business or in the possession of the ORiNOCO Optoelectronics Business, and Seller may require certain access to or copies of the Licensed Technical Information for purposes consistent with this Agreement, which because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Effective Date. To that end, Buyer agreesagrees for a period of six months following the Effective Date, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's ’s written request, copies of any portion of the Licensed Technical Information necessary Information, in the form such information was delivered from Seller to Buyer as of the Effective Date, in order for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Licensed Technical Information shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the identified information, and is specifically enforceable.

LICENSES TO INFORMATION. 5.01 Seller grants to Buyer a royalty-free, fully paid-up, royalty-free worldwide, irrevocable (subject to Article VIII)irrevocable, perpetual, non-terminable, non-transferable (except as provided in Article IXXIII) and nonexclusive license to use, copy, sublicense and distribute the Licensed Technical InformationInformation in the Licensed Field, and createincluding the manufacture (including having manufactured), use, copysale, sublicense offer for sale, lease and distribute Derivative Works from importation of FPGA/FPSC Products and any other products within the Licensed Technical InformationField, in connection with the conduct and operation of the Wireless Networking Business under any and all copyright, trade secret and other intellectual property Intellectual Property rights in such Licensed Technical Information (other than patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase AgreementArticle VI and VII) owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license without cost to Seller (subject to Section 14.04) as of the Effective DateDate including, without limitation, the right to use, copy, distribute, modify and create Derivative Works from such Licensed Technical Information. 5.02 Seller hereby grants to Buyer a personal, fully paid-up, royalty free, irrevocable, perpetual, non-terminable, non-transferable (except as provided in Article IXXIII) and nonexclusive right, as an attribute of the right to use the Licensed Technical Information in Section 5.01, to communicate (subject to confidentiality provisions as least as restrictive as those in Section 12.0315.03) portions of and grant nonexclusive sublicenses (of the same scope as the licenses granted to Buyer under Section 5.01) to such Licensed Technical Information to third party customers, distributors, consultants, developers and suppliers of Buyer and to any of the Related Companies of Buyer or manufacturers for the procurement by Buyer of materials, manufacturing facilities, parts and/or components reasonably necessary its successors solely for use by Buyer in the manufacture and assembly of products of the ORiNOCO Business in accordance with this AgreementLicensed Field. 5.03 Seller agrees shall cause the Business Employees to deliver to Buyer, within 30 days of Closing, Buyer copies of all documents of whatever kind in whatever medium that embody the Licensed Technical Information. To Seller's Agere’s knowledge, all of the Licensed Technical Information will, at Closing, be included in the Business Records transferred to Buyer or otherwise already is in possession of the Transferred Employeessuch employees. Notwithstanding the foregoingHowever, Seller Agere agrees to take all steps reasonably requested by Buyer in connection with delivering to Buyer any documents that embody the Licensed Technical Information not delivered to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver missing parts of the Licensed Technical Information. All costs of copying, preparing for delivery, and delivering Licensed Technical Information to Buyer hereunder shall be borne by Agere. 5.04 The Parties recognize that the best or only available copy of certain Licensed Technical Information may reside, prior to or after the Closing Date, within the ORiNOCO FPGA/FPSC Business or in the possession of the ORiNOCO FPGA/FPSC Business, and Seller Agere may require certain access to or copies of the Licensed Technical Information for procurement purposes or other purposes consistent with this Agreement, which because of inadvertence or oversight, a copy was not retained by or made available to Seller Agere prior to the Closing Date. To that end, Buyer agrees, upon receiving a written request from Agere within the earlier of (i) ninety (90) days after Buyer ceases using Seller’s corporate intranet and (ii) one year (1) from the Closing Date, to provide, within a commercially reasonable amount of time after receipt of Seller's Agere’s written request, copies of any portion of the Licensed Technical Information deemed necessary for Seller by Agere or one of its Related Companies to exercise its the rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Licensed Technical Information shall be borne by Agere. 5.05 For a period of three (3) years from the Closing Date, neither Seller, any Related Company of Seller, nor any of their respective successors shall directly or indirectly license any Licensed Technical Information, Information, or Intellectual Property Rights constituting, or used in the creation of, an IP Core listed in Appendix C or K to (A) Actel Corporation, Xilinx, Inc., Altera Corporation or any of their respective Affiliates or successors, or (B) any third party which combines an IP Core (hard core and/or soft core based upon or consisting of Licensed Software and/or Licensed Technical Information) listed in Appendix C or K with a Semiconductive Device of Actel Corporation, Xilinx, Inc., Altera Corporation or any of their respective Affiliates or successors for resale as either (i) a stand-alone Semiconductive Device that is provided with such IP Core consisting of Licensed Software and/or Licensed Technical Information (i.e., a soft core) or (ii) a stand-alone Semiconductive Device that includes such IP Core (i.e., a hard core). 5.06 As between the Parties, all Derivative Works and improvements to any Information created by or for a Party shall be exclusively owned by such Party subject to the rights, if any, that the other Party may have in the Code or Information from which such Derivative Work or improvement was derived.

LICENSES TO INFORMATION. 5.01 Seller grants to Buyer a fully paid-up, royalty-free worldwide, irrevocable (subject to Article VIII)irrevocable, non-transferable (except as provided in Article IXX) and nonexclusive license to use, copy, sublicense and distribute Licensed Technical Information, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Technical Information, in connection with the conduct and operation of the Wireless Networking CATV Business under any and all copyright, trade secret and other intellectual property rights in such Licensed Technical Information (other than patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase AgreementArticle VI herein) owned by Seller as of the Effective Date. 5.02 Seller grants to Buyer a personal, non-transferable (except as provided in Article IX) and nonexclusive right, as an attribute of the right to use the Licensed Technical Information in Section 5.01, to communicate (subject to confidentiality provisions as least as restrictive as those in Section 12.0313.03) portions of and grant nonexclusive sublicenses (of the same scope as the licenses granted to Buyer under Section 5.01) to such Licensed Technical Information to third party suppliers or manufacturers for the procurement by Buyer of materials, manufacturing facilities, parts and/or components reasonably necessary for use by Buyer in the manufacture and assembly of products of the ORiNOCO CATV Business in accordance with this Agreement. 5.03 Seller agrees to deliver to Buyer, within 30 days of Closing, copies of all documents of whatever kind in whatever medium that embody the Licensed Technical Information. To Seller's knowledge, all of the Licensed Technical Information will, at Closing, be included in the Business Records transferred to Buyer or otherwise in possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with delivering to Buyer any documents that embody the Licensed Technical Information not delivered to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver the Licensed Technical Information. 5.04 The Parties recognize that the best or only available copy of certain Licensed Technical Information may reside, after the Closing Date, within the ORiNOCO CATV Business or in the possession of the ORiNOCO CATV Business, and Seller may require certain access to or copies of the Licensed Technical Information for purposes consistent with this Agreement, which because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Date. To that end, Buyer agrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's written request, copies of any portion of the Licensed Technical Information necessary for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Licensed Technical Information shall be borne by Seller.

LICENSES TO INFORMATION. 5.01 Seller grants to Buyer a fully paid-up, royalty-free worldwide, irrevocable (subject to Article VIIIX), non-transferable (except as provided in Article IXXI) and nonexclusive license to use, copy, sublicense and distribute Licensed Technical Information, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Technical Information, in connection with the conduct and operation of the Wireless Networking Optoelectronics Business under any and all copyright, trade secret and other intellectual property rights in such Licensed Technical Information (other than patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase AgreementArticle VI herein) owned by Seller as of the Effective Date. 5.02 Seller grants to Buyer a personal, non-transferable (except as provided in Article IXX) and nonexclusive right, as an attribute of the right to use the Licensed Technical Information in Section 5.01, to communicate (subject to confidentiality provisions as least as restrictive as those in Section 12.0314.05) portions of and grant nonexclusive sublicenses (of the same scope as the licenses granted to Buyer under Section 5.01) to such Licensed Technical Information to third party suppliers or manufacturers for the procurement by Buyer of materials, manufacturing facilities, parts and/or components reasonably necessary for use by Buyer in the manufacture and assembly of products of related to the ORiNOCO Optoelectronics Business in accordance with this Agreement. 5.03 Seller agrees to deliver to Buyer, within 30 days of Closingthe Effective Date, copies of all documents of whatever kind in whatever medium medium, whether electronic or otherwise, that embody the Licensed Technical Information. To Seller's ’s knowledge, all of the Licensed Technical Information will, at Closingon the Effective Date, be included in the Business Records transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with delivering to Buyer any documents that embody the Licensed Technical Information not delivered to Buyer at Closingon the Effective Date. Buyer agrees that the previous sentence provides Buyer's ’s sole remedy for Seller's ’s failure to deliver the Licensed Technical Information. 5.04 The Parties recognize that the best or only available copy of certain Licensed Technical Information may reside, after the Closing Effective Date, within the ORiNOCO Optoelectronics Business or in the possession of the ORiNOCO Optoelectronics Business, and Seller may require certain access to or copies of the Licensed Technical Information for purposes consistent with this Agreement, which because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Effective Date. To that end, Buyer agrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's ’s written request, copies of any portion of the Licensed Technical Information necessary Information, in the form such information was delivered from Seller to Buyer as of the Effective Date, in order for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Licensed Technical Information shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the identified information, and is specifically enforceable.