system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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Exhibit 10.2 INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC. August 28, 2009 TABLE OF CONTENTS i Page 1. Definitions 1 1.1 IP Agreement 2 1.2 Asset Purchase Agreement 2 1.3 Effective Date 2 1.4 Licensed Patent(s) 2 1.5 Transferred Patent(s) 3 2. Assignment 3 3. Licenses 3 3.1 Grant by SONY 3 3.2 Grant Back by PURCHASER 4 3.3 No Implied License or Other Assignment 4 3.4 No Sublicense Rights 4 4. Each Party's Sole Right to the Intellectual Property 4 5. Restrictions on Use of SONY Trademarks 5 5.1 No Trademark License 5 5.2 Removal of SONY Trademarks 5 5.3 Packaging 5 5.4 No Affiliation 6 5.5 JTAG / Mask Works 6 6. Payment 6 7. Term and Termination 7 7.1 Term 7 7.2 Termination 7 7.3 Insolvency 7 7.4 Continuing Obligations 8 8. Representations and Warranties 8 8.1 Power and Authority 8 8.2 Essential Patents 8 8.3 Ownership 8 8.4 Validity and Enforceability 8 8.5 Sufficiency 9 8.6 Non-infringement by the Business 9 8.7 Infringement by a Third Party 10 8.8 Intellectual Property Development 10 TABLE OF CONTENTS (continued) ii Page 8.9 Material Intellectual Property Agreements 11 8.10 Royalties 11 8.11 No Loss of Rights 12 8.12 Transferability 12 8.13 No SRAM Product Warranty Issues 12 8.14 Disclaimer 12 9. Miscellaneous 13 9.1 Notices 13 9.2 Expenses 14 9.3 Successors and Assigns 14 9.4 Waiver 15 9.5 Entire Agreement 15 9.6 Amendments and Supplements 15 9.7 Rights of Third Parties 15 9.8 Further Assurances 16 9.9 Applicable Law 16 9.10 Execution in Counterparts 16 9.11 Titles and Headings 16 9.12 Invalid Provisions 16 9.13 Transfer Taxes 17 9.14 Attorneys' Fees 17 INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement is made and entered into as of August 28, 2009 by and between GSI Technology, Inc., a Delaware corporation ("PURCHASER"), on the one hand, and Sony Electronics Inc. ("SONY"), a Delaware corporation, on the other hand. PURCHASER and SONY are referred to individually as a "Party" and collectively as the "Parties". RECITALS WHEREAS, SONY presently conducts the business of manufacturing, marketing and selling SRAM products (the "Business"); WHEREAS, SONY has agreed to sell and PURCHASER has agreed to purchase certain assets, rights and properties of SONY used or useful in connection with the Business, all on the terms and subject to the conditions set forth in the Asset Purchase Agreement of even date herewith; WHEREAS, SONY has or will transfer title to the Transferred Assets to PURCHASER under the Asset Purchase Agreement; WHEREAS, SONY is the owner of certain intellectual property related to the Business; and WHEREAS, SONY desires to transfer certain patents to PURCHASER and grant to PURCHASER a license under certain intellectual property related to the SRAM Products. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties hereto agree as follows: 1. Definitions As used in this IP Agreement, all capitalized terms shall have the meaning ascribed to them as set forth in the Asset Purchase Agreement, except for terms defined herein, including the following terms, which shall have the meanings set forth below: 1 1.1 IP Agreement The term "IP Agreement" means this Intellectual Property Agreement, including all attached Exhibits hereto, and any amendments or supplements agreed to in writing and signed by SONY and PURCHASER. 1.2 Asset Purchase Agreement The term "Asset Purchase Agreement" means the Asset Purchase Agreement dated August 28, 2009 between SONY and PURCHASER to which this IP Agreement is attached as Exhibit F. 1.3 Effective Date The term "Effective Date" means the Closing Date. 1.4 Licensed Patent(s) The term "Licensed Patent" or "Licensed Patents" means any patent or patents issued at any time in any country (including any inventor's certificates, extension, reissued, renewal and reexamined patents), which (1) is based on any invention made on or prior to the Effective Date, including any patents for inventions disclosed in patent applications filed on or prior to the Effective Date, and issuing from any of those patent applications or any patent applications which are continuations, continuing applications, continuations-in-part or divisions of those patent applications, or on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under which SONY or its Affiliates have the right to grant licenses without payment by SONY or any of its Affiliates of additional royalties or other consideration to a third party (excluding payments for inventions made by that third party while employed by SONY or
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Extract the exact clause related to "Affiliate License-Licensee" from the excerpt above.