COMPANIES, AND ONE OR MORE THIRD PARTIES THAT ARE ENTERED INTO AND
HAVING AN EFFECTIVE DATE PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
SELLER
SHALL NOTIFY BUYER OF ANY AGREEMENTS IN WHICH SELLER HAS MADE ANY NONEXCLUSIVE
GRANTS OF RIGHTS OR LICENSES WITH RESPECT TO THE ASSIGNED MARKS, AND THE TERMS
THEREOF.
TO THE EXTENT NECESSARY, SELLER SHALL ASSIGN TO BUYER ANY RIGHTS
SELLER MAY HAVE UNDER SUCH AGREEMENTS TO MAINTAIN, AND POLICE THE USE OF, THE
ASSIGNED MARKS.
8.02 SELLER SHALL DELIVER TO BUYER FULLY EXECUTED ASSIGNMENTS, IN A FORM
REASONABLY SATISFACTORY TO BUYER, TO THE ASSIGNED MARKS TO BUYER FOR EACH
JURISDICTION IN WHICH SUCH MARKS ARE REGISTERED.
PROVIDED SELLER DELIVERS SUCH
EXECUTED ASSIGNMENTS IN A FORM SUITABLE FOR FILING IN EACH OF THE RELEVANT
JURISDICTIONS, BUYER SHALL BEAR ANY COSTS OF RECORDING SUCH ASSIGNMENTS.
AGERE
SHALL EXECUTE ALL DOCUMENTS AND PERFORM ALL ACTS AS REQUIRED FOR THE ASSIGNMENT
AND RECORDING OF ASSIGNED MARKS TO BUYER UNDER THIS AGREEMENT.
ARTICLE IX
FURNISHING OF ASSIGNED PATENTS, SOFTWARE, TECHNICAL
INFORMATION AND TRADEMARK-RELATED INFORMATION
9.01 WITHOUT LIMITING SELLER'S OBLIGATIONS, PURSUANT TO SECTIONS 2.03, 3.02,
4.03 AND 5.03, AGERE SHALL FURNISH TO BUYER THE FOLLOWING:
(I)
THE ASSIGNED PATENTS (INCLUDING THE ASSOCIATED PATENT FILES IN SELLER'S
POSSESSION);
(II)
THE SOFTWARE;
(III)
THE TECHNICAL INFORMATION; AND
(IV)
INFORMATION REGARDING THE TRADEMARKS.
9.02 DELIVERY OF ANY MATERIALS HEREUNDER SHALL BE DEEMED COMPLETED ON THE DATE
RECEIVED BY BUYER OR ITS DESIGNATED RELATED COMPANY AT SUCH LOCATIONS AS MAY
REASONABLY BE AGREED BY THE PARTIES.
IN THE EVENT THAT DURING THE TECHNICAL
ASSISTANCE
9
PERIOD, IT IS DISCOVERED THAT SOFTWARE OR TECHNICAL INFORMATION THAT SHOULD HAVE
BEEN SCHEDULED ON AN APPENDIX HERETO OR DELIVERED TO BUYER PURSUANT TO THIS
AGREEMENT, WAS NOT SO DELIVERED OR SCHEDULED, PROMPTLY UPON THE DISCOVERY OF
SUCH FAILURE, SELLER SHALL DELIVER SUCH DISCOVERED SOFTWARE OR TECHNICAL
INFORMATION TO BUYER, AND/OR SELLER SHALL MAINTAIN A WRITTEN RECORD OF SUCH
DELIVERED SOFTWARE OR TECHNICAL INFORMATION, AS THE CASE MAY BE.
9.03 TO THE EXTENT THAT ANY SOFTWARE OR TECHNICAL INFORMATION, INCLUDING, FOR
EXAMPLE, THE MASK WORKS FOR THE FPGA/FPSC PRODUCTS, IS KNOWN TO SELLER TO BE IN
THE POSSESSION OF A THIRD PARTY DESCRIBED IN APPENDIX J, SELLER WILL, AT
CLOSING, PROVIDE EACH SUCH THIRD PARTY WITH A WRITTEN NOTICE REASONABLY
SATISFACTORY TO BUYER, THAT SUCH SOFTWARE OR TECHNICAL INFORMATION, (I) IF
ASSIGNED TO BUYER HEREUNDER, IS OWNED BY BUYER, OR (II) IF LICENSED TO BUYER
HEREUNDER, IS LICENSED TO BUYER, MAY BE ACCESSED BY BUYER, AND USED BY SUCH
THIRD PARTY FOR THE BENEFIT OF BUYER PURSUANT TO THE TERMS OF THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING, AFTER THE CLOSING DATE, SELLER SHALL PROMPTLY
PROVIDE THE FOREGOING NOTIFICATION UPON RECEIPT OF BUYER'S REQUEST NOTIFYING
SELLER OF THIRD PARTIES THAT HAVE BEEN IN POSSESSION OF SOFTWARE OR TECHNICAL
INFORMATION.
ARTICLE X
POST CLOSING TECHNOLOGY ASSISTANCE AND ACCESS TO FUTURE IP CORES
10.01
Technology Transfer Assistance.
During the Technical Assistance
Period, at no cost to Buyer, Agere shall provide to Buyer