Tessera Confidential. Notwithstanding, Licensee shall not bear the obligation or expense of defending the validity of any Tessera Patent. Tessera shall have sole control over and bear the expense for so defending the validity of the Tessera Patents.
Tessera Confidential continuations-in-part, divisionals, and all corresponding foreign patents. Within thirty (30) days of a request by Sharp, Tessera will provide a list of such issued Tessera Patents.
Tessera Confidential assignable and shall be rendered unenforceable upon a sale of a controlling interest of Sharp or merger of Sharp into another entity.
Tessera Confidential applicable Japanese laws and regulations and Sharp agrees, in good faith, that it will use its best efforts to aid Tessera in obtaining such exemption or rebate, if any.
Tessera Confidential standard course of doing Tessera’s business accounting) not more frequently than once per year, all records of Sharp that may contain information bearing upon the amount of fees or royalties payable under this Agreement; provided, that the said auditor shall have agreed in advance in writing to maintain in confidence and not to disclose to Tessera or any third party any Sharp proprietary information obtained during the course of such audit. The results of any such audit shall be final, and within thirty (30) days after receiving the auditor’s report, Sharp shall make payment to Tessera of the amount found to be payable, if any. Tessera shall bear the expenses of such audit examinations unless royalties due and owing to Tessera are determined by the auditor to be at least five percent (5%) greater than the amounts as calculated and/or paid by Sharp, in which case Sharp shall bear such expenses.
Tessera Confidential letter shall be deemed to have been received on the earlier of the date actually received and the date three days after the same was posted and if given or made by facsimile transmission shall be deemed to have been received at the time of dispatch, unless such date of receipt is not a business day, in which case the date of deemed receipt shall be the next succeeding business day.
Tessera Confidential of this Agreement that are used by Licensee to make, use or sell Licensed Products. The term Tessera Patent shall further include any third party patent relating to the design, manufacture, and/or assembly of TCCs (excluding Batch Technology as defined herein) under which Tessera or any successor thereof has the right to grant licenses of the scope granted herein, as of the Effective Date or at any time during the term of this Agreement, without the payment of royalty or other consideration to such third parties except for payment to third parties for inventions made by said parties while employed by Tessera or any successor thereof. As of the Effective Date of this Agreement, the issued Tessera Patents, as defined above, consist of those issued Patents set forth in Attachment A. Prior to expiration or termination of this Agreement, Attachment A shall be amended from time to time to include further issued Patents directly related to the scope of the license grant in Paragraph II. Tessera has sole discretion in the prosecution of the Tessera patent applications prospectively licensed hereunder, non-exclusively including filing continuations, continuations-in-part, divisionals, filing corresponding foreign patents applications and/or abandoning one or more of such patent applications.
Tessera Confidential and royalties stated herein in Paragraph III, Tessera hereby grants Licensee a non-exclusive, non-transferable, non-sub-licensable limited license to use the Marks to identify and distinguish Licensee’s Licensed Products packages that are sold by Licensee under this Agreement, subject to the proper use of such Marks (as set forth in this Paragraph below) and the acknowledgement of ownership of such Marks in documentation, articles and promotional material; to wit, each such use shall contain the following text: “ (List of the Marks used in the item) are trademarks of Tessera, Inc.” or a suitable variant thereof to account for a singular use of one or more of the Marks.
Tessera Confidential parities shall use their best efforts to resolve by mutual agreement any disputes, controversies, claims or difference which may arise from, under, out of or in connection with this Agreement. If such disputes, controversies, claims or differences cannot be settled between the parties, any litigation between the parties relating to this Agreement shall take place in San Jose, California. The parties hereby consent to personal jurisdiction and venue in the state and federal courts of California.
Tessera Confidential. Any amendment or modification of any provision of this Agreement must be in writing, dated and signed by both parties hereto.
