AS OF THE EFFECTIVE DATE, INCLUDING, WITHOUT LIMITATION, THE
RIGHT (I) TO MODIFY AND CREATE DERIVATIVE WORKS OF SUCH LICENSED SOFTWARE,
(II) TO REPRODUCE THE CODE OF AND DOCUMENTATION FOR SUCH LICENSED SOFTWARE,
(III) TO COMBINE THE LICENSED SOFTWARE AND DERIVATIVE WORKS THEREFROM WITH OTHER
SOFTWARE OR HARDWARE IN THE LICENSED FIELD, AND (IV) OTHERWISE TO USE, COPY,
DISTRIBUTE, PERFORM AND DISPLAY THE LICENSED SOFTWARE AND DERIVATIVE WORKS
THEREOF IN THE LICENSED FIELD.
THE FOREGOING LICENSE SHALL BE SUBLICENSABLE
(BUT ONLY TO THE EXTENT THAT SELLER HAS A RIGHT TO AUTHORIZE BUYER TO GRANT SUCH
A SUBLICENSE AND PROVIDED THAT SELLER SHALL NOT BE OBLIGATED TO PAY ANY
CONSIDERATION FOR SUCH SUBLICENSE AUTHORIZATION (SUBJECT TO SECTION 14.04)) BY
BUYER TO ITS CUSTOMERS, DISTRIBUTORS, CONSULTANTS, DEVELOPERS AND SUPPLIERS AND
TO ANY OF THE RELATED COMPANIES OF BUYER OR ITS SUCCESSORS SOLELY FOR USE IN THE
LICENSED FIELD INCLUDING WITH FPGA/FPSC PRODUCTS AND ANY OTHER PRODUCT WITHIN
THE LICENSED FIELD, MADE BY OR FOR, USED, SOLD, OFFERED FOR SALE, LEASED OR
IMPORTED BY BUYER.
3.02 SELLER SHALL CAUSE THE BUSINESS EMPLOYEES TO DELIVER TO BUYER COPIES OF THE
LICENSED SOFTWARE IN ALL FORMS AND MEDIA IN WHICH SUCH CODE EXISTS.
TO AGERE'S
KNOWLEDGE, ALL OF THE LICENSED SOFTWARE 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 LICENSED
SOFTWARE.
ALL COSTS OF COPYING, PREPARING FOR DELIVERY, AND DELIVERING CODE TO
BUYER HEREUNDER SHALL BE BORNE BY AGERE.
3.03 THE PARTIES RECOGNIZE THAT THE BEST OR ONLY AVAILABLE COPY OF CERTAIN
ASSIGNED SOFTWARE AND LICENSED SOFTWARE MAY RESIDE, PRIOR TO OR AFTER THE
CLOSING DATE, WITHIN THE FPGA/FPSC BUSINESS OR IN THE POSSESSION OF THE
FPGA/FPSC BUSINESS, AND THAT AGERE MAY REQUIRE CERTAIN ACCESS TO OR COPIES OF
THE ASSIGNED SOFTWARE AND LICENSED SOFTWARE FOR PROCUREMENT PURPOSES OR OTHER
PURPOSES CONSISTENT WITH THIS AGREEMENT, WHICH, BECAUSE OF INADVERTENCE OR
OVERSIGHT, A COPY WAS NOT RETAINED BY OR MADE AVAILABLE TO AGERE PRIOR TO THE
CLOSING DATE.
TO THAT END, BUYER AGREES, UPON RECEIVING A WRITTEN REQUEST FROM
AGERE WITHIN THE EARLIER OF (I) NINETY (90) DAYS AFTER BUYER CEASES USING
SELLER'S CORPORATE INTRANET AND (II) ONE (1) YEAR FROM THE CLOSING DATE, TO
PROVIDE, WITHIN A COMMERCIALLY REASONABLE AMOUNT OF TIME AFTER RECEIPT OF
AGERE'S WRITTEN REQUEST, COPIES OF ANY PORTION OF THE ASSIGNED SOFTWARE AND
LICENSED SOFTWARE BELONGING TO OR LICENSED TO AGERE OR ONE OF ITS RELATED
COMPANIES TO EXERCISE THE RIGHTS IN ACCORDANCE WITH THIS AGREEMENT.
ANY
REASONABLE COSTS ASSOCIATED WITH THE ASSEMBLING, COPYING AND DELIVERING OF SUCH
REQUESTED ASSIGNED SOFTWARE AND LICENSED SOFTWARE SHALL BE BORNE BY AGERE.
3.04 FOR A PERIOD OF THREE (3) YEARS FROM THE CLOSING DATE, NEITHER SELLER, ANY
RELATED COMPANY OF SELLER, NOR ANY OF THEIR RESPECTIVE SUCCESSORS SHALL DIRECTLY
OR INDIRECTLY LICENSE ANY LICENSED SOFTWARE CONSTITUTING AN IP CORE LISTED IN
APPENDIX C OR K TO (A) ACTEL CORPORATION, XILINX, INC., ALTERA CORPORATION