CAPITAL LETTERS SHALL HAVE THE MEANING ASCRIBED
THERETO IN THE PURCHASE AGREEMENT.
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1.02 THE RULES OF INTERPRETATION SET FORTH IN SECTIONS 1.3(B) THROUGH 1.3(G) OF
THE PURCHASE AGREEMENT SHALL APPLY TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
ARTICLE II
ASSIGNMENT OF SOFTWARE
2.01 SELLER HEREBY TRANSFERS AND ASSIGNS TO BUYER ALL OF ITS WORLDWIDE RIGHT,
TITLE AND INTEREST IN THE ASSIGNED SOFTWARE, INCLUDING ALL RIGHTS IN REGISTERED
AND UNREGISTERED COPYRIGHTS 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 THE ASSIGNED SOFTWARE 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.
2.02 BUYER GRANTS TO SELLER, UNDER SUCH RIGHTS IN THE ASSIGNED SOFTWARE AS BUYER
WAS GRANTED PURSUANT TO SECTION 2.01 HEREUNDER, A PERSONAL, NONEXCLUSIVE,
NON-TRANSFERABLE (EXCEPT AS PROVIDED IN ARTICLE XIII), PERPETUAL, IRREVOCABLE,
NON-TERMINABLE, WORLDWIDE, ROYALTY-FREE LICENSE TO USE, COPY AND DISTRIBUTE THE
ASSIGNED SOFTWARE, AND CREATE, USE, COPY AND DISTRIBUTE DERIVATIVE WORKS FROM
THE ASSIGNED SOFTWARE WITH RESPECT TO ANY PRODUCTS OR SERVICES OF THE BUSINESSES
IN WHICH SELLER 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, HAVE
MANUFACTURED, LEASE, IMPORT, OFFER FOR SALE OR SALE OF RESTRICTED FPGA/FPSC
PRODUCTS.
2.03 SELLER AGREES TO CAUSE THE BUSINESS EMPLOYEES TO DELIVER TO BUYER COPIES OF
ALL CODE EMBODYING OR CONSTITUTING THE ASSIGNED SOFTWARE IN ALL FORMS AND MEDIA
IN WHICH SUCH CODE EXISTS.
TO AGERE'S KNOWLEDGE, ALL OF THE ASSIGNED SOFTWARE
IS ALREADY 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 SOFTWARE.
ALL COSTS OF COPYING, PREPARING FOR
DELIVERY, AND DELIVERING CODE TO BUYER HEREUNDER SHALL BE BORNE BY AGERE.
ARTICLE III
SOFTWARE LICENSES
3.01 SELLER HEREBY GRANTS TO BUYER A FULLY PAID-UP, ROYALTY FREE, WORLDWIDE,
PERPETUAL, IRREVOCABLE, NON-TERMINABLE, NON-TRANSFERABLE (EXCEPT AS PROVIDED IN
ARTICLE XIII) AND NONEXCLUSIVE LICENSE TO THE LICENSED SOFTWARE IN THE LICENSED
FIELD, INCLUDING THE MANUFACTURE (OR HAVING MANUFACTURED), USE, SALE, OFFER FOR
SALE, LEASE AND IMPORTATION OF FPGA/FPSC PRODUCTS AND ANY OTHER PRODUCTS WITHIN
THE LICENSED FIELD, UNDER ANY AND ALL COPYRIGHT, TRADE SECRET AND OTHER
INTELLECTUAL PROPERTY RIGHTS (OTHER THAN
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PATENT RIGHTS WHICH ARE SPECIFICALLY GRANTED IN ARTICLES VI AND VII) IN THE
LICENSED SOFTWARE OWNED BY SELLER OR ITS RELATED COMPANIES OR IN WHICH SELLER OR
ITS RELATED COMPANIES HAVE A RIGHT TO LICENSE WITHOUT COST TO SELLER (SUBJECT TO
SECTION 14.04)