OR
ANY OF THEIR RESPECTIVE
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AFFILIATES OR SUCCESSORS, OR (B) ANY THIRD PARTY WHICH COMBINES AN IP CORE (HARD
CORE AND/OR SOFT CORE BASED UPON OR CONSISTING OF LICENSED SOFTWARE) LISTED IN
APPENDIX C OR K WITH A SEMICONDUCTIVE DEVICE OF ACTEL CORPORATION, XILINX, INC.,
ALTERA CORPORATION OR ANY OF THEIR RESPECTIVE AFFILIATES OR SUCCESSORS FOR
RESALE AS EITHER (I) A STAND-ALONE SEMICONDUCTIVE DEVICE THAT IS PROVIDED WITH
SUCH IP CORE CONSISTING OF LICENSED SOFTWARE (I.E., A SOFT CORE) OR (II) A
STAND-ALONE SEMICONDUCTIVE DEVICE THAT INCLUDES SUCH IP CORE (I.E., A HARD
CORE).
3.05 AS BETWEEN THE PARTIES, ALL DERIVATIVE WORKS AND IMPROVEMENTS TO ANY CODE
CREATED BY OR FOR A PARTY SHALL BE EXCLUSIVELY OWNED BY SUCH PARTY SUBJECT TO
THE RIGHTS, IF ANY, THAT THE OTHER PARTY MAY HAVE IN THE CODE OR INFORMATION
FROM WHICH SUCH DERIVATIVE WORK OR IMPROVEMENT WAS DERIVED.
ARTICLE IV
ASSIGNMENT OF INFORMATION
4.01 SELLER HEREBY TRANSFERS AND ASSIGNS TO BUYER ALL OF ITS WORLDWIDE RIGHT,
TITLE AND INTEREST IN AND TO THE ASSIGNED TECHNICAL INFORMATION INCLUDING ALL
COPYRIGHT AND TRADE SECRET RIGHTS THEREIN.
SUCH TRANSFER DOES NOT INCLUDE A
TRANSFER OF, OR LICENSE UNDER, ANY PATENTS; ANY SUCH TRANSFER OF, OR LICENSE
UNDER, ANY SUCH PATENT BEING SPECIFICALLY SET FORTH IN ARTICLES VI AND VII.
BUYER'S RIGHTS IN SUCH ASSIGNED TECHNICAL INFORMATION SHALL BE SUBJECT TO ALL
NONEXCLUSIVE GRANTS OF RIGHTS PURSUANT TO PRIOR WRITTEN AGREEMENTS BETWEEN
SELLER, ITS PREDECESSORS (INCLUDING AT&T CORP. AND ITS SUBSIDIARIES AND LUCENT
TECHNOLOGIES INC. AND ITS SUBSIDIARIES) OR ITS RELATED COMPANIES, AND ONE OR
MORE THIRD PARTIES THAT ARE ENTERED INTO AND HAVE AN EFFECTIVE DATE PRIOR TO THE
EFFECTIVE DATE OF THIS AGREEMENT.
4.02 BUYER GRANTS TO SELLER UNDER SUCH RIGHTS IN THE ASSIGNED TECHNICAL
INFORMATION AS BUYER IS GRANTED HEREUNDER BY SELLER TO BUYER PURSUANT TO
SECTION 4.01, A PERSONAL, NONEXCLUSIVE, NON-TERMINABLE, NON-TRANSFERABLE (EXCEPT
AS PROVIDED IN ARTICLE XIII), PERPETUAL, IRREVOCABLE, WORLDWIDE, ROYALTY-FREE
LICENSE TO USE, COPY AND DISTRIBUTE THE ASSIGNED TECHNICAL INFORMATION, AND
CREATE, USE, COPY AND DISTRIBUTE DERIVATIVE WORKS FROM THE ASSIGNED TECHNICAL
INFORMATION WITH RESPECT TO ANY PRODUCTS OR SERVICES OF THE BUSINESSES IN WHICH
AGERE OR ANY OF ITS RELATED COMPANIES IS NOW OR HEREAFTER ENGAGED EXCEPT THAT
SUCH RIGHTS MAY NOT BE EXERCISED FOR, AND SUCH LICENSE DOES NOT EXTEND TO, (I) A
COMPETING USE OR (II) THE USE, DESIGN, MANUFACTURE, HAVING MANUFACTURED, LEASE,
OFFER FOR SALE, IMPORT OR SALE OF RESTRICTED FPGA/FPSC PRODUCTS.
4.03 SELLER SHALL CAUSE THE BUSINESS EMPLOYEES TO DELIVER TO BUYER COPIES OF ALL
DOCUMENTS AND OTHER INFORMATION OF WHATEVER KIND IN WHATEVER MEDIUM THAT EMBODY
OR CONSTITUTE THE ASSIGNED TECHNICAL INFORMATION.
TO AGERE'S KNOWLEDGE, ALL OF
THE ASSIGNED TECHNICAL INFORMATION ALREADY IS IN POSSESSION OF SUCH EMPLOYEES.
HOWEVER, AGERE AGREES TO TAKE ALL STEPS REASONABLY REQUESTED BY BUYER IN
CONNECTION WITH DELIVERING TO BUYER ANY MISSING PARTS OF THE ASSIGNED TECHNICAL
INFORMATION.
ALL COSTS
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OF COPYING, PREPARING FOR DELIVERY, AND DELIVERING CODE TO BUYER HEREUNDER SHALL
BE BORNE BY