BE HELD AND ENJOYED BY INTEL
AND INTEL'S SUCCESSORS AND ASSIGNS.
2.2
FURTHER ASSURANCES.
FOR A PERIOD OF [***]
FROM THE EFFECTIVE DATE, MICRON WILL, WITHOUT RECEIVING ANY FURTHER
CONSIDERATION, AT THE REASONABLE REQUEST OF INTEL, DO (AND CAUSE AFFILIATES OF
MICRON TO DO) ALL LAWFUL AND JUST ACTS THAT ARE NECESSARY TO RECORD AND PERFECT
THE TRANSFER OF OWNERSHIP TO INTEL OF ANY IP RIGHTS IN AND TO THE PRE-EXISTING
PRODUCT DESIGNS AND [***], INCLUDING EXECUTION AND ACKNOWLEDGEMENT OF (AND
CAUSING ITS AFFILIATES TO EXECUTE AND ACKNOWLEDGE) ASSIGNMENTS AND OTHER
INSTRUMENTS IN A FORM REASONABLY
5
required by Intel for each relevant jurisdiction.
All costs and expenses
associated with recording or perfecting such transfer of ownership shall be
borne solely by Intel.
2.3
DELIVERY.
PROMPTLY FOLLOWING THE EFFECTIVE
DATE, EXCEPT FOR THE IN-PROCESS DESIGNS, MICRON SHALL DELIVER TO INTEL THE
TANGIBLE INFORMATION AND MATERIALS EMBODYING THE PRE-EXISTING PRODUCT DESIGNS
AND SUPPORTING MATERIALS IN FORMATS AND ON STORAGE MEDIA MUTUALLY AGREED TO BY
THE PARTIES (HEREINAFTER, THE "TANGIBLE DESIGN PACKAGE"), IN ACCORDANCE WITH THE
DELIVERY PROTOCOL SET FORTH ON SCHEDULE 6.
WITHIN [***] OF THE EFFECTIVE DATE,
MICRON SHALL DELIVER TO INTEL THE DATASHEETS AND ALL ERRATA THERETO (AS
IDENTIFIED IN SCHEDULE 2) ASSOCIATED WITH THE PRE-EXISTING PRODUCT DESIGNS OTHER
THAN THE IN-PROCESS DESIGNS.
2.4
MISSING MATERIALS.
IF WITHIN [***] OF THE
EFFECTIVE DATE, INTEL IDENTIFIES ANY INFORMATION, DOCUMENTS OR ANY OTHER
MATERIALS THAT IS/ARE MISSING FROM THE TANGIBLE DESIGN PACKAGE ("MISSING
MATERIALS") SUBSEQUENT TO DELIVERY OF THE TANGIBLE DESIGN PACKAGE BY MICRON,
INTEL MAY REQUEST MICRON IN WRITING TO DELIVER THE MISSING MATERIALS TO INTEL
WITHIN A PERIOD OF TIME IDENTIFIED BY INTEL, AND MICRON SHALL DELIVER SUCH
MISSING MATERIALS WITHIN SUCH PERIOD OF TIME AND IN ACCORDANCE WITH THE DELIVERY
PROTOCOL SET FORTH ON SCHEDULE 6, PROVIDED THAT:
(A)
THE PERIOD OF TIME IDENTIFIED BY INTEL FOR
DELIVERY OF THE MISSING MATERIALS IS REASONABLE CONSIDERING (I) THE NATURE OF
THOSE SPECIFIC MISSING MATERIALS, AND (II) THE REASON WHY THOSE MISSING
MATERIALS WERE NOT PREVIOUSLY DELIVERED, AND
(B)
INTEL DESCRIBES THE MISSING MATERIALS WITH A
DEGREE OF SPECIFICITY THAT MICRON IS REASONABLY ABLE TO ASCERTAIN.
If Intel identifies any Missing Materials after the foregoing [***] time period
but before [***] after the delivery of the Pre-existing Product Designs other
than the In-Process Designs, Intel may request Micron in writing to deliver the
Missing Materials to the Intel within a period of time identified by Intel
consistent with foregoing clauses (a) and (b), and Micron shall use reasonable
efforts to deliver such Missing Materials to the extent in existence at the time
of such request in the form that should have been delivered previously.
2.5
TRAINING.
DURING THE [***] PERIOD
COMMENCING ON THE EFFECTIVE DATE, MICRON WILL PROVIDE A REASONABLE LEVEL OF
TRAINING TO DESIGN PERSONNEL OF INTEL REGARDING THE PRE-EXISTING PRODUCT
DESIGNS, OTHER THAN THE IN-PROCESS DESIGNS, AND EACH SUCH DESIGN'S CORRESPONDING
SUPPORTING MATERIALS.
ARTICLE 3
LICENSES AND RESERVATION OF RIGHTS
3.1
LICENSE TO SUPPORTING MATERIALS.
(A)
MICRON