NON-EXCLUSIVE FIELD OF USE IN CONNECTION WITH THE
DISTRIBUTION OF PRODUCTS, WITHIN THE SCOPE OF THE LICENSES GRANTED ABOVE, AND
PROVIDED THAT SUCH SUBLICENSEES ARE SUBJECT TO SECTION 2.07.
2.04
EXCLUSIVITY COVENANT.
LICENSOR AGREES NOT TO
EXERCISE, AUTHORIZE OR ASSIST ANY THIRD PARTIES TO EXERCISE, ANY OF THE
EXCLUSIVE RIGHTS GRANTED TO LICENSEE UNDER SECTIONS 2.01 AND 2.02.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN (BUT SUBJECT TO ARTICLE IX OF
THE ASSET PURCHASE AGREEMENT), (1) LICENSOR SHALL HAVE THE RIGHT TO GRANT
LICENSES TO THE LICENSED PATENTS, AS PART OF A CROSS LICENSE OF ALL OR
SUBSTANTIALLY ALL OF LICENSOR'S AND ITS AFFILIATES' PATENTS IN SUBSTANTIALLY ALL
FIELDS OF USE; AND (2) LICENSOR SHALL HAVE THE RIGHT TO MAKE, HAVE MADE AND USE
INDIVIDUAL STAND ALONE COMPONENTS (E.G. CONVERTERS, ANALOG FRONT ENDS, DIGITAL
SIGNAL PROCESSORS, MIXED SIGNAL COMPONENTS) AND BUNDLES THEREOF THAT DO NOT
SUBSTANTIALLY COMPRISE A PRODUCT IN THE LICENSEE EXCLUSIVE FIELD OF USE, AND MAY
OFFER TO SELL, SELL, AND IMPORT SUCH COMPONENTS AND BUNDLES THEREOF TO THIRD
PARTIES.
2.05
CONSIDERATION.
IN CONSIDERATION FOR LICENSOR'S
GRANT OF RIGHTS AS SET FORTH IN THIS SECTION 2 (OTHER THAN THE SUBLICENSE
GRANTED IN SECTION 2.06), LICENSEE SHALL PAY LICENSOR THE AMOUNTS AS SET FORTH
IN THE ASSET PURCHASE AGREEMENT.
IN ADDITION BUT SUBJECT TO THE TERMS OF THE
ASSET PURCHASE AGREEMENT, IN THE EVENT THAT ANY AGREEMENT BETWEEN LICENSOR AND A
THIRD PARTY REQUIRES THE PAYMENT OF ANY ROYALTIES OR OTHER AMOUNTS FOR THE
EXPLOITATION OF A LICENSE TO ANY LICENSED PATENTS OR OTHER IP ("THIRD PARTY
AGREEMENT(S)"), LICENSEE SHALL PAY THE AMOUNTS SPECIFIED IN SUCH THIRD PARTY
AGREEMENT TO LICENSOR IN THE MANNER SPECIFIED IN SUCH THIRD PARTY AGREEMENT BUT
ONLY IF LICENSOR PROVIDES LICENSEE WITH ACCURATE AND COMPLETE COPIES OF THIRD
PARTY AGREEMENTS PRIOR TO OR ON THE EFFECTIVE DATE OF THIS AGREEMENT.
IN THE
EVENT LICENSOR FAILS TO COMPLY WITH THE OBLIGATIONS OF SECTION 2.05, LICENSEE
SHALL HAVE NO SUCH OBLIGATIONS TO PAY FOR THIRD PARTY LICENSED PATENTS OR OTHER
IP, AND LICENSOR SHALL BEAR ALL SUCH COSTS.
2.06
LIMITATION.
NOTWITHSTANDING THE FOREGOING, AND
SUBJECT TO THE PAYMENT OF THE FEES SET FORTH BELOW, LICENSOR'S GRANT ABOVE
INCLUDES SUBLICENSED RIGHTS FROM LICENSOR UNDER ITS AGREEMENT WITH QUALCORE
(FORMERLY VIRTUAL IP GROUP, INC.) DATED JULY 31, 2002 ("QUALCORE AGREEMENT") TO
USE, REPRODUCE, COPY, MODIFY, ENHANCE AND PREPARE DERIVATIVE WORKS OF ALL
3
DESIGNS, INVENTIONS, KNOW-HOW, METHODS, PROCESSES, TECHNIQUES AND SOLUTIONS
EMBODIED IN THE M2181 RTL CORE HARDWARE DESCRIPTION LANGUAGE CODE OR STRUCTURE
OF THE SYNTHESIZABLE M2181 RTL CORE DEVELOPED BY QUALCORE AND TO DISTRIBUTE SUCH
M2181RTL CORE IN CONNECTION WITH THE MANUFACTURE OF
THOSE PRODUCTS THAT ARE
SHIPPED BY LICENSOR IN THE ACQUIRED BUSINESS AS OF THE CLOSING DATE.
IN THE
EVENT THAT LICENSEE SEEKS TO ADD ADDITIONAL PRODUCTS, LICENSEE SHALL HAVE THE
RIGHT TO OBTAIN THESE ADDITIONAL SUBLICENSE RIGHTS BY PAYING LICENSOR FIFTY
THOUSAND DOLLARS ($50,000) UPON THE FIRST TAPEOUT OF EACH SUCH ADDITIONAL
PRODUCT UTILIZING THE M2181RTL CORE.
2.07
CONFIDENTIALITY:
(A)
"CONFIDENTIAL INFORMATION" MEANS ALL