EFFECTS THE PARTIES' INTENT IN ENTERING INTO THIS AGREEMENT.
5.05
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE ASSIGNED
BY LICENSEE WITHOUT THE PRIOR WRITTEN CONSENT OF THE LICENSOR, PROVIDED,
HOWEVER, THAT LICENSEE MAY ASSIGN THIS AGREEMENT WITHOUT CONSENT IN CONNECTION
WITH THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ITS ASSETS RELATED TO THIS
AGREEMENT OR MERGER, REORGANIZATION OR CHANGE OF CONTROL OF LICENSEE; AND
PROVIDED, FURTHER, THAT THE ASSIGNEE SHALL AGREE IN WRITING TO BE BOUND BY THIS
AGREEMENT.
5.06
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT IS
FOR THE SOLE BENEFIT OF THE PARTIES HERETO AND THEIR PERMITTED ASSIGNS AND
NOTHING HEREIN, EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL CONFER UPON ANY
OTHER PERSON OR ENTITY ANY LEGAL OR EQUITABLE RIGHT, BENEFIT OR REMEDY OF ANY
NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
5.07
Amendments and Waivers.
Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective. No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any or other further exercise thereof or the
exercise of any other right,
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power or privilege.
The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by law.
5.08
GOVERNING LAW; JURISDICTION AND VENUE.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE DELAWARE.
SECTIONS 12.11 AND 12.12 OF THE ASSET PURCHASE AGREEMENT
ARE HEREBY INCORPORATED AS IF FULLY SET FORTH HEREIN.
5.09
CONSTRUCTION OF "LICENSOR".
THE TERM "LICENSOR",
WHEREVER USED IN THIS AGREEMENT, SHALL BE DEEMED TO REFER TO EACH, ANY AND/OR
ALL OF ANALOG DEVICES, INC. AND ITS SUBSIDIARIES AND AFFILIATES EXCEPT WHERE
LICENSEE OTHERWISE CONSENTS OR UNILATERALLY SPECIFIES IN A WRITTEN NOTICE TO
LICENSOR.
COLLECTIVE REFERENCES TO LICENSOR WILL BE CONSTRUED AS IF ALL SUCH
ENTITIES ARE A SINGLE ENTITY, SO THAT, FOR EXAMPLE, VERBS USED THEREWITH CAN BE
AS IF "LICENSOR" REFERRED TO A SINGLE ENTITY, EVEN THOUGH IT REFERS TO MULTIPLE
ENTITIES.
5.10
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME
EFFECT AS IF THE SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN EACH PARTY HERETO SHALL HAVE RECEIVED
A COUNTERPART HEREOF SIGNED BY THE OTHER PARTIES HERETO.
NO PROVISION OF THIS
AGREEMENT IS INTENDED TO CONFER UPON ANY PERSON OR ENTITY OTHER THAN THE PARTIES
HERETO ANY RIGHTS OR REMEDIES HEREUNDER.
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IN WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be
executed as of the Closing Date by their respective officers thereunto duly