Manufacturing Rights. Upon termination of this Agreement by Motorola pursuant to Sections 4.2 or 4.3, in addition to its rights under Section 4.4, provided Freescale has not been able to cure or establish plans to cure the breach within 30 days from the date it receives notice of the breach, then Freescale will use commercially reasonable efforts to assist Motorola to establish an alternate source for Products that are sole sourced, including the following: (A) Freescale will provide design RTL for the Products to Motorola, with a limited right to sublicense the design RTL for the Products to mutually acceptable third party semiconductor manufacturers, solely for the purpose of manufacturing Products for Motorola; (B) Freescale and Motorola will work in good faith to establish royalty-free licensing terms for Freescale circuit related patents necessary for the acceptable third party semiconductor manufacturer to manufacture the sole source Products for Motorola in accordance with the design RTL. Freescale and the acceptable third party semiconductor manufacturer will also work in good faith to establish royalty-free licensing terms, for Freescale process related patents and Freescale process know how necessary for the acceptable third party semiconductor manufacturer to manufacture sole source Products for Motorola; and (C) Freescale will provide Motorola with contact names to assist Motorola in their pursuit of licensing technologies that are not Freescale intellectual property but integrated into Motorola sole source Products being supplied by Freescale. If Freescale is able to cure the breach within 90 days from the date Freescale receives notice of the breach, then the rights granted to Motorola under this paragraph during the breach period will terminate, and Freescale will compensate Motorola for direct costs incurred by Motorola during the breach period related to Motorola’s attempts to manufacture the affected Products with a third party semiconductor manufacturer.
Appears in 4 contracts
Samples: Purchase and Supply Agreement, Semiconductor Purchase Agreement (Freescale Semiconductor Inc), Semiconductor Purchase Agreement (Motorola Inc)
