0001437749-13-013767 Sample Contracts

INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • November 1st, 2013 • Spansion Inc. • Semiconductors & related devices

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”), by and between Spansion LLC, a Delaware limited liability company (“Spansion”), and Fujitsu Semiconductor Limited, a Japanese corporation (“FSL”). Spansion and FSL are hereinafter also referred to as the “Parties,” and individually as a “Party.”

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AM PRODUCT ASSEMBLY AND TEST SERVICES AGREEMENT
Assembly and Test Services Agreement • November 1st, 2013 • Spansion Inc. • Semiconductors & related devices

This AM PRODUCT ASSEMBLY AND TEST SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”) by and between Fujitsu Semiconductor Limited, a corporation organized and existing under the laws of Japan, with a registered office at 2-10-23, Shinyokohama, Kohoku-ku, Yokohama, Kanagawa 222-0033, Japan (“FSL”) and Spansion LLC, a corporation organized and existing under the laws of Delaware, with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453 (“Spansion”).

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Intellectual Property Assignment Agreement • November 1st, 2013 • Spansion Inc. • Semiconductors & related devices

This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”), by and between Spansion LLC, a Delaware limited liability company (“Spansion”), and Fujitsu Semiconductor Limited, a Japanese corporation (“FSL”). Spansion and FSL are hereinafter also referred to as the “Parties,” and individually as a “Party.”

AM PRODUCT SORT SERVICES AGREEMENT
Product Sort Services Agreement • November 1st, 2013 • Spansion Inc. • Semiconductors & related devices

This AM PRODUCT SORT SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”) by and between Fujitsu Semiconductor Limited, a corporation organized and existing under the laws of Japan, with a registered office at 2-10-23, Shinyokohama, Kohoku-ku, Yokohama, Kanagawa 222-0033, Japan (“FSL”) and Spansion LLC, a corporation organized and existing under the laws of Delaware, with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453 (“Spansion”).

AM Product Distribution Agreement
Am Product Distribution Agreement • November 1st, 2013 • Spansion Inc. • Semiconductors & related devices

This AM PRODUCT DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”), by and between Spansion LLC, a Delaware limited liability company (“Spansion”), and Fujitsu Suemiconductor Limited, a Japanese corporation (“FSL”). Spansion and FSL are hereinafter also referred to as the “Parties” and individually as a “Party.”

AM PRODUCT FOUNDRY AGREEMENT
Foundry Agreement • November 1st, 2013 • Spansion Inc. • Semiconductors & related devices

This AM PRODUCT FOUNDRY AGREEMENT (the “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”) by and between Fujitsu Semiconductor Limited, a corporation organized and existing under the laws of Japan, with a registered office at 2-10-23 Shinyokohama, Kohoku-ku, Yokohama, Kanagawa 222-0033, Japan (“FSL”) and Spansion LLC, a corporation organized and existing under the laws of Delaware, with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453 (“Spansion”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 1st, 2013 • Spansion Inc. • Semiconductors & related devices

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (the “Effective Date”), by and between Fujitsu Semiconductor Limited, a Japanese corporation (the “Seller”), and Spansion LLC, a Delaware limited liability company (for purposes of this Agreement, the “Buyer”). The Seller and the Buyer are referred to herein collectively as the “Parties” and individually as a “Party”.

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