Exhibit 10.19

	
	Execution Copy
AGREEMENT BETWEEN
INTEL CORPORATION AND INTEL SUBSIDIARIES
This agreement ("Agreement"), dated March 4, 2014 ("Agreement Date"), is made by Intel
Corporation, a Delaware corporation ("Intel") and each of the entities as listed on the signature
pages of this Agreement and each entity that subsequently becomes a party to this Agreement
pursuant to paragraph 6.8 (each, a "Subsidiary"). The "Effective Date" of this Agreement for
each entity that is at least 50% owned or controlled (directly or indirectly) by Intel as of the
Agreement Date, is the Agreement Date. For an entity that becomes at least 50% owned or
controlled (directly or indirectly) by Intel after the Agreement Date, the "Effective Date" will
have the meaning set forth in Section 6.8.
BACKGROUND
 • Intel has certain rights to sublicense or extend rights under various patents and patent
applications owned or controlled by entities that (i) are less than 50% owned or
controlled (directly or indirectly) by Intel ("Third Parties") and (ii) have entered into a
written agreement with Intel granting Intel rights under their patents before the Effective
Date (the "Sublicensable Third-Party Patents");
 • Intel has entered into written agreements with Third Parties granting rights under such
Third Parties' patents and patent applications to certain subsidiaries of Intel (the
"Third-Party Patent Agreements");
 • Intel may obtain certain rights after the Effective Date to sublicense or extend rights
under additional patents and patent applications owned or controlled by Third Parties that
have entered into a written agreement with Intel granting Intel rights under such Third
Parties' patents and patent applications (the "Future Sublicensable Third-Party
Patents");
 • Intel may after the Effective Date enter into written agreements with Third Parties
granting rights under such Third Parties' patents and patent applications to certain
subsidiaries of Intel (the "Future Third-Party Patent Agreements");
 • Intel desires, to the fullest extent it has the right to do so, to grant or extend to Subsidiary
royalty-free, nonexclusive, nontransferable, worldwide licenses, sublicenses or rights
under all Sublicensable Third-Party Patents and Future Sublicensable Third-Party
Patents;
 • In consideration of such licenses, sublicenses or other rights, Subsidiary is willing to
comply with all of Intel's undertakings and obligations required for Subsidiary to receive
and maintain licenses, sublicenses or other rights under the applicable Third-Party Patent
Agreements and Future Third-Party Patent Agreements;
 • Subsidiary may own or control patents and patent applications now or in the future during
the term of this Agreement while that Subsidiary is at least 50% owned or controlled 





	
	(directly or indirectly) by Intel (for each Subsidiary, the "Subsidiary-Controlled
Patents"); and
 • Subsidiary desires, to the fullest extent it has the right to do so, to grant to Intel royalty-
free, nonexclusive, nontransferable, worldwide licenses under all of its Subsidiary-
Controlled Patents, with the right to grant sublicenses to other Subsidiaries and to Third
Parties to the extent required for Intel to comply with its obligations under the
Third-Party Patent Agreements and the Future Third-Party Patent Agreements.
Therefore, the parties agree as follows:
1. LICENSES TO SUBLICENSABLE THIRD-PARTY PATENTS
 �
1.1 � Intel hereby grants or extends, to the fullest extent Intel has the right to do so, to
Subsidiary a royalty-free, nonexclusive, nontransferable, worldwide license, sublicense or other
rights under each Sublicensable Third-Party Patent, effective retroactively during the period
starting on the patent's Rights Vesting Date and ending on the Effective Date. Subsidiary hereby
agrees, effective retroactively during that period, to comply with all Intel's undertakings and
obligations relating to its Subsidiaries under the Third-Party Patent Agreements required for
Subsidiary to receive and maintain such licenses, sublicenses and other rights. For purposes of
this Section 1, "Rights Vesting Date" means, as to Subsidiary and each Sublicensable Third-
Party Patent licensed hereunder, the date Intel first had the right to grant sublicenses or other
rights under the Sublicensable Third-Party Patent to that Subsidiary in accordance with this
Agreement.
 �
1.2 � Intel hereby grants or extends, to the fullest extent Intel has the right to do so, to
Subsidiary a royalty-free, nonexclusive, nontransferable, worldwide license, sublicense or other
rights under each Sublicensable Third-Party Patent, effective as of the Effective Date and
continuing for as long as Intel has the right to grant sublicenses or other rights under the
Sublicensable Third-Party Patent in accordance with this Agreement. Subsidiary hereby agrees
to comply, from and after the Effective Date, with all Intel's undertakings and obligations
relating to its Subsidiaries under the Third-Party Patent Agreements required for Subsidiary to
receive and maintain such licenses, sublicenses and other rights.
2. LICENSES TO FUTURE SUBLICENSABLE THIRD-PARTY PATENTS
 �
2.1 � Unless Intel specifically provides notice to a Subsidiary at any time in accordance with
Section 3, subject to the terms of this Agreement, Intel hereby grants or extends to Subsidiary,
effective as of the earliest date that Intel has the right to do so, royalty-free, nonexclusive,
nontransferable, worldwide licenses, sublicenses or other rights under all Future Sublicensable
Third-Party Patents to the fullest extent that Intel has the right to do so.
 �
2.2 � Subsidiary hereby agrees to comply with all Intel's undertakings and obligations relating
to its Subsidiaries under the Future Third-Party Patent Agreements required for Subsidiary to
receive and maintain such licenses, sublicenses and other rights.
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	3. REVOCATION
At any time, including at any time before or after Intel receives the right to sublicense or extend
rights under any Sublicensable Third-Party Patent or Future Sublicensable Third-Party Patent,
Intel may notify Subsidiary in writing:
(i) that one or more Sublicensable Third-Party Patents or Future Sublicensable
Third-Party Patents, or specific claims thereof, are excluded from the licenses,
sublicenses or other rights granted or extended to that Subsidiary in paragraphs
1.1, 1.2 or 2.1; or
(ii) that Intel revokes (effective as of the date specified by Intel), in whole or in part,
any licenses, sublicenses or other rights previously granted or extended to
Subsidiary pursuant to paragraphs 1.1, 1.2 or 2.1 with respect to one or more
Sublicensable Third-Party Patents or Future Sublicensable Third-Party Patents or
specific claims thereof.
4. LICENSES TO SUBSIDIARY-CONTROLLED PATENTS
 �
4.1 � Subsidiary hereby grants or extends, to the fullest extent Subsidiary has the right to do so,
to Intel a royalty-free, nonexclusive, nontransferable, perpetual, irrevocable, worldwide license
under each Subsidiary-Controlled Patent, with the right to grant the sublicenses set forth in this
Section 4, effective retroactively during the period starting on the patent's Rights Vesting Date
and ending on the Effective Date. For purposes of this Section 4, "Rights Vesting Date" means,
as to Subsidiary and each of its Subsidiary-Controlled Patents, the date on which the Subsidiary
first had the right to grant the rights set forth herein under the Subsidiary-Controlled Patent to
Intel in accordance with this Agreement.
 �
4.2 � Subsidiary hereby grants or extends, to the fullest extent Subsidiary has the right to do so,
to Intel a royalty-free, nonexclusive, nontransferable, perpetual, irrevocable, worldwide license
under each Subsidiary-Controlled Patent, with the right to grant the sublicenses set forth in this
Section 4, effective as of the Effective Date and continuing for the life of the Subsidiary-
Controlled Patent.
 �
4.3 � The licenses granted by Subsidiary in paragraphs 4.1 and 4.2 include the right for Intel to
grant or extend royalty-free, nonexclusive, nontransferable sublicenses or rights to the fullest
extent that it has the right to do so to
(i) Third Parties to the fullest extent required for Intel to comply with its obligations
under the Third-Party Patent Agreements and Future Third-Party Patent
Agreements; provided, that the scope of those sublicenses will be limited by and
subject to the applicable terms of the Third-Party Patent Agreements and Future
Third-Party Patent Agreements; and
(ii) other Subsidiaries and any other entities that are at least 50% owned or controlled
(directly or indirectly) by Intel to use, make, have made, sell, offer to sell, import
and otherwise dispose of products and services used, manufactured, licensed or
sold by such other Subsidiaries, entities or Intel. 





	
	�
4.4 � Unless a later date or different term is specified by Intel, any sublicense granted or
extended by Intel to a Third Party under a Third-Party Patent Agreement or Future Third-Party
Patent Agreement under a Subsidiary-Controlled Patent will be automatically effective on the
earliest date when both (a) the Third-Party Patent Agreement or Future Third-Party Patent
Agreement first became effective, whether before or after the date of this Agreement, and (b) the
Subsidiary first became at least 50% owned or controlled (directly or indirectly) by Intel.
 �
4.5 � Intel hereby grants or extends, to the fullest extent Intel has the right to do so, a royalty-
free, nonexclusive, nontransferable, worldwide sublicense under each Subsidiary-Controlled
Patent to Subsidiaries who do not own or control such Subsidiary-Controlled Patent, effective
retroactively during the period starting on the patent's Rights Vesting Date and ending on the
Effective Date.
 �
4.6 � Intel hereby grants or extends, to the fullest extent Intel has the right to do so, a royalty-
free, nonexclusive, nontransferable, worldwide sublicense under each Subsidiary-Controlled
Patent to Subsidiaries who do not own or control such Subsidiary-Controlled Patent, effective as
of the Effective Date and continuing as long as Intel has the right to grant sublicenses or other
rights under the Subsidiary-Controlled Patent and the Subsidiary is at least 50% owned or
controlled (directly or indirectly) by Intel.
 �
4.7 � The license to each Subsidiary-Controlled Patent granted by Subsidiary to Intel under
paragraphs 4.1 and 4.2 will continue for the life of the Subsidiary-Controlled Patent even if the
Subsidiary ceases to be at least 50% owned or controlled (directly or indirectly) by Intel and
even if Intel exercises any of its rights under Section 3. However, the licenses granted by
Subsidiary to Intel under paragraphs 4.1 and 4.2 will not apply to any patents or patent
applications acquired or filed by Subsidiary after such Subsidiary ceases to be at least 50%
owned or controlled (directly or indirectly) by Intel unless otherwise agreed by that Subsidiary
and Intel or required under any Third-Party Patent Agreement or Future Third-Party Patent
Agreement.
5. TERM AND TERMINATION
 �
5.1 � This Agreement will continue in effect until the expiration of the last to expire of the
Sublicensable Third-Party Patents, Future Sublicensable Third-Party Patents, Subsidiary-
Controlled Patents, and other patent rights licensed or sublicensed hereunder or under any
Third-Party Patent Agreement or Future Third-Party Patent Agreement, unless sooner terminated
as provided in paragraph 5.2.
 �
5.2 � Intel may terminate this Agreement as it pertains to one or more Subsidiaries at any time
by giving notice of termination to the applicable Subsidiary. Upon termination of this
Agreement as it pertains to one or more Subsidiaries, the licenses, sublicenses or other rights
granted or extended to those Subsidiaries under this Agreement will terminate. Section 4 will
survive any termination of this Agreement, except that Intel may terminate any sublicense it has
granted under any or all Subsidiary-Controlled Patents or any claims thereof at any time.
 �
5.3 � The licenses, sublicenses or other rights granted or extended to a Subsidiary in
paragraphs 1.1, 1.2 and 2.1 will automatically terminate as to each Sublicensable Third-Party
4 





	
	Patent and Future Sublicensable Third-Party Patent to the extent that Subsidiary is no longer
entitled to receive such license, sublicense or rights pursuant to Intel's applicable Third-Party
Patent Agreement or Future Third-Party Patent Agreement with the Third Party (e.g., if the
Subsidiary ceases to be a "Subsidiary" as defined in the applicable agreement).
6. MISCELLANEOUS PROVISIONS
6.1 THE SUBLICENSABLE THIRD-PARTY PATENTS, FUTURE SUBLICENSABLE
THIRD-PARTY PATENTS AND SUBSIDIARY-CONTROLLED PATENTS ARE
LICENSED, SUBLICENSED OR EXTENDED "AS IS" AND WITHOUT WARRANTY OF
ANY KIND. INTEL AND SUBSIDIARY DISCLAIM ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-
INFRINGEMENT. Without limiting the generality of the foregoing, nothing contained in this
Agreement will be construed as:
(a) a warranty or representation by a party as to the validity or scope of any class or
type of patent, utility model or design patent;
(b) a warranty or representation by a party that any manufacture, sale, lease, use, or
other disposition of products covered by the Sublicensable Third-Party Patents,
Future Sublicensable Third-Party Patents or Subsidiary-Controlled Patents will be
free from infringement of patents, utility models or design patents;
(c) an agreement by a party to bring or prosecute actions or suits for infringement
against third parties, or conferring any right to bring or prosecute actions or suits
for infringement against third parties;
(d) conferring by implication, estoppel, or otherwise upon any party any license or
other right under any class or type of patent, utility model, or design patent other
than the licenses, sublicenses and rights expressly granted or extended pursuant to
this Agreement; or
(e) an agreement by Intel to enforce, maintain or defend any license with any third
party for any Sublicensable Third-Party Patent or Future Sublicensable
Third-Party Patent.
 �
6.2 � Subsidiary may not assign or transfer (by operation of law or otherwise) this Agreement
or any of its rights, privileges or obligations granted or extended under this Agreement, without
the prior written consent of Intel.
 �
6.3 � No modification, alteration, addition, or change in the terms of this Agreement will be
binding on a party unless reduced to writing and duly executed by Intel and the Subsidiary to be
bound.
 �
6.4 � If any term or other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law, public policy or otherwise, such term or provision shall be excluded
to the extent of such invalidity, illegality or unenforceability regardless of the nature of the term
or other provision and all other terms and provisions of this Agreement shall nevertheless remain 





	
	in full force and effect. On a determination that any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced, the parties must negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as possible, in a
mutually acceptable manner, in order that the transactions contemplated by this Agreement shall
be consummated as originally contemplated to the fullest extent possible.
 �
6.5 � This Agreement and matters connected to the performance thereof will be governed by
the laws of the State of Delaware, without respect to the choice-of-law provisions thereof.
 �
6.6 � This Agreement will not be construed to confer any right or benefit on any party other
than the parties hereto and their permitted successors and assigns.
 �
6.7 � No waiver of any provision of this Agreement will be effective unless it is a signed
writing by the waiving party, and no such waiver will constitute a waiver of any other
provision(s) or of the same provision on another occasion.
 �
6.8 � Any entity that is at least 50% owned or controlled (directly or indirectly) by Intel may
become a party to this Agreement by executing a New Subsidiary Agreement in substantially the
form attached as Exhibit A. Upon execution of a New Subsidiary Agreement by that entity and
Intel, that entity will be treated as a Subsidiary under this Agreement and will be bound by this
Agreement; provided, that the "Effective Date" of this Agreement for such entity will be the
later of the date that such entity (a) became at least 50% owned or controlled (directly or
indirectly) by Intel and (b) executed a New Subsidiary Agreement in substantially the form
attached as Exhibit A.
The parties hereto have caused this Agreement to be duly executed on the date first written
above.
[Signature blocks attached in the following pages.]
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	New Subsidiary Agreement

Reference is made to the Agreement between Intel Corporation and Intel Subsidiaries, dated as
of March 4, 2014 (“Subsidiary Agreement”).  The undersigned hereby agrees to be bound by and
to be treated as a “Subsidiary” under the Subsidiary Agreement.

Dated: August 8, 2017  ________________________________


Mobileye B.V.
Mobileye Vision Technologies Ltd.
Mobileye Inc.
Mobileye Japan Ltd.
Mobileye (Shanghai) Automotive Service
Co. Ltd.
Mobileye Technologies Limited
Azorei Kisalon Ltd.
Mobileye Germany GmbH
Printed Name: Amnon Shashua
Title: Mobileye Group CEO and CTO