Common use of Retention of Certain Rights Clause in Contracts

Retention of Certain Rights. (a) Subject to the terms and conditions of this Agreement, and notwithstanding Section 2.1, DSPGI retains for itself, its successors and assigns, and its and their current and future Affiliates (and Ceva hereby grants to DSPGI, its successors and assigns, and its and their current and future Affiliates), a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit the Transferable Licensing IP (except for the Transferable Domain Names and Transferable Marks) solely in connection with the design, development, testing, manufacture, sale and other distribution, support, and other use and exploitation of DSPGI Products, including the right and license to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit any DSPGI Products based on, incorporating or otherwise using all or any portion of the Transferable Licensing IP. Subject to the limitations set forth Section 2.2(b) below, the rights and licenses set forth in this Section 2.2(a) include (i) the right to disclose the Transferable Licensing IP, provided that such disclosure is solely for use and exploitation in connection with DSPGI Products and in accordance with the confidentiality obligations set forth in this Agreement, and (ii) a license under the Transferable Patents to make, use and sell DSPGI Products. Subject to the limitations set forth in Section 2.2(b) below, the rights and licenses set forth in this Section 2.2(a) also include the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of any of the foregoing rights and licenses, provided that the licenses and/or sublicenses of (A) the Existing Cores are limited to use and exploitation as part of DSPGI Products that offer material functions and features in addition to the Existing Cores themselves, and (B) the Other Transferable Licensing IP are limited to use and exploitation in connection with DSPGI Products. (b) Notwithstanding any rights retained by or granted to DSPGI or any other Transferring Entity in this Agreement or otherwise, DSPGI shall not, and shall ensure that each Transferring Entity shall not, under any circumstances grant any licenses or sublicenses of the Existing Cores (or disclose the designs of the Existing Cores constituting Ceva Confidential Information) to any third party, during the Noncompetition Period (as that term is defined in the Separation Agreement) other than in connection with the contracted design or manufacture of DSPGI Products by third parties for DSPGI, its successors and assigns, and its and their current and future Affiliates, provided that DSPGI, its successors and assigns, and its and their current and future Affiliates shall not provide any such designs of the Existing Cores to any such third party that has not previously executed a license/sublicense and/or confidentiality agreement on terms and conditions generally imposed by DSPGI for its own comparable materials, and provided further, that such licenses/sublicenses shall cover only the technology or information reasonably required by such contract designer or manufacturer in order to manufacture or design, as applicable, the DSPGI Products for DSPGI, its successors and assigns, and its and their current and future Affiliates. (c) During the Noncompetition Period, if DSPGI desires to license and/or sublicense the Existing Cores to a customer or potential customer in a manner prohibited by Section 2.2(b), Ceva will, at its option, either (i) negotiate in good faith with DSPGI a non-exclusive, commercial license permitting such license and/or sublicense on terms and conditions and at pricing comparable to those Ceva makes generally available to other customers of such Existing Cores, or (ii) negotiate in good faith with such customer or potential customer such license and/or sublicense on terms and conditions and at pricing comparable to those Ceva makes generally available to other customers of such Existing Cores.

Retention of Certain Rights. (a) Subject to the terms and conditions of this Agreement, and notwithstanding Section 2.1, DSPGI DSPGL retains for itself, its successors and assigns, and its and their current and future Affiliates (and Ceva Corage hereby grants to DSPGIDSPGL, its successors and assigns, and its and their current and future Affiliates), a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit the Transferable Licensing IP (except for the Transferable Domain Names and Transferable Marks) solely in connection with the design, development, testing, manufacture, sale and other distribution, support, and other use and exploitation of DSPGI DSPGL Products, including the right and license to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit any DSPGI DSPGL Products based on, incorporating or otherwise using all or any portion of the Transferable Licensing IP. Subject to the limitations set forth Section 2.2(b) below, the rights and licenses set forth in this Section 2.2(a) include (i) the right to disclose the Transferable Licensing IP, provided that such disclosure is solely for use and exploitation in connection with DSPGI DSPGL Products and in accordance with the confidentiality obligations set forth in this Agreement, and (ii) a license under the Transferable Patents to make, use and sell DSPGI DSPGL Products. Subject to the limitations set forth in Section 2.2(b) below, the rights and licenses set forth in this Section 2.2(a) also include the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of any of the foregoing rights and licenses, provided that the licenses and/or sublicenses of (A) the Existing Cores are limited to use and exploitation as part of DSPGI DSPGL Products that offer material functions and features in addition to the Existing Cores themselves, and (B) the Other Transferable Licensing IP are limited to use and exploitation in connection with DSPGI DSPGL Products. (b) Notwithstanding any rights retained by or granted to DSPGI DSPGL or any other Transferring Entity in this Agreement or otherwise, DSPGI DSPGL shall not, and shall ensure that each Transferring Entity shall not, under any circumstances grant any licenses or sublicenses of the Existing Cores (or disclose the designs of the Existing Cores constituting Ceva Corage Confidential Information) to any third party, during the Noncompetition Period (as that term is defined in the Separation Agreement) other than in connection with the contracted design or manufacture of DSPGI DSPGL Products by third parties for DSPGIDSPGL, its successors and assigns, and its and their current and future Affiliates, provided that DSPGIDSPGL, its successors and assigns, and its and their current and future Affiliates shall not provide any such designs of the Existing Cores to any such third party that has not previously executed a license/sublicense and/or confidentiality agreement on terms and conditions generally imposed by DSPGI DSPGL for its own comparable materials, and provided further, that such licenses/sublicenses shall cover only the technology or information reasonably required by such contract designer or manufacturer in order to manufacture or design, as applicable, the DSPGI DSPGL Products for DSPGIDSPGL, its successors and assigns, and its and their current and future Affiliates. (c) During the Noncompetition Period, if DSPGI DSPGL desires to license and/or sublicense the Existing Cores to a customer or potential customer in a manner prohibited by Section 2.2(b), Ceva Corage will, at its option, either (i) negotiate in good faith with DSPGI DSPGL a non-exclusive, commercial license permitting such license and/or sublicense on terms and conditions and at pricing comparable to those Ceva Corage makes generally available to other customers of such Existing Cores, or (ii) negotiate in good faith with such customer or potential customer such license and/or sublicense on terms and conditions and at pricing comparable to those Ceva Corage makes generally available to other customers of such Existing Cores.