HEREAFTER EXISTING, CREATED, ACQUIRED OR HELD;
(D)
ALL PATENTS, PATENT APPLICATIONS AND LIKE PROTECTIONS INCLUDING,
WITHOUT LIMITATION, IMPROVEMENTS, DIVISIONS, CONTINUATIONS, RENEWALS, REISSUES,
EXTENSIONS AND CONTINUATIONS-IN-PART OF THE SAME, INCLUDING WITHOUT LIMITATION
THE PATENTS AND PATENT APPLICATIONS FOR EACH GRANTOR SET FORTH ON EXHIBIT B
ATTACHED HERETO (COLLECTIVELY, THE "PATENTS");
1
(E)
ANY TRADEMARK AND SERVICE MARK RIGHTS, SLOGANS, TRADE DRESS, AND
TRADENAMES, TRADE STYLES,
WHETHER REGISTERED OR NOT, APPLICATIONS TO REGISTER
AND REGISTRATIONS OF THE SAME AND LIKE PROTECTIONS, AND THE ENTIRE GOODWILL OF
THE BUSINESS OF GRANTOR CONNECTED WITH AND SYMBOLIZED BY SUCH TRADEMARKS,
INCLUDING WITHOUT LIMITATION THOSE SET FORTH FOR EACH GRANTOR ON EXHIBIT C
ATTACHED HERETO (COLLECTIVELY, THE "TRADEMARKS");
(F)
ALL MASK WORKS OR SIMILAR RIGHTS AVAILABLE FOR THE PROTECTION OF
SEMICONDUCTOR CHIPS, NOW OWNED OR HEREAFTER ACQUIRED, INCLUDING, WITHOUT
LIMITATION THOSE SET FORTH FOR EACH GRANTOR ON EXHIBIT D ATTACHED HERETO
(COLLECTIVELY, THE
"MASK WORKS");
(G)
ANY AND ALL CLAIMS FOR DAMAGES BY WAY OF PAST, PRESENT AND FUTURE
INFRINGEMENTS OF ANY OF THE RIGHTS INCLUDED ABOVE, WITH THE RIGHT, BUT NOT THE
OBLIGATION, TO SUE FOR AND COLLECT SUCH DAMAGES FOR SAID USE OR INFRINGEMENT OF
THE INTELLECTUAL PROPERTY RIGHTS IDENTIFIED ABOVE;
(H)
ALL LICENSES OR OTHER RIGHTS TO USE ANY OF THE COPYRIGHTS,
PATENTS, TRADEMARKS, OR MASK WORKS AND ALL LICENSE FEES AND ROYALTIES ARISING
FROM SUCH USE TO THE EXTENT PERMITTED BY SUCH LICENSE OR RIGHTS, INCLUDING,
WITHOUT LIMITATION THOSE SET FORTH FOR EACH GRANTOR ON EXHIBIT E ATTACHED HERETO
(COLLECTIVELY, THE "LICENSES"); AND
(I)
ALL AMENDMENTS, EXTENSIONS, RENEWALS AND EXTENSIONS OF ANY OF THE
COPYRIGHTS, TRADEMARKS, PATENTS, OR MASK WORKS; AND
(J)
ALL PROCEEDS AND PRODUCTS OF THE FOREGOING, INCLUDING WITHOUT
LIMITATION ALL PAYMENTS UNDER INSURANCE OR ANY INDEMNITY OR WARRANTY PAYABLE IN
RESPECT OF ANY OF THE FOREGOING.
2.
AUTHORIZATION AND REQUEST.
GRANTOR AUTHORIZES AND REQUESTS THAT
THE REGISTER OF COPYRIGHTS AND THE COMMISSIONER OF PATENTS AND TRADEMARKS RECORD
THIS IP AGREEMENT, AND ANY AMENDMENTS THERETO, OR COPIES THEREOF.
3.
COVENANTS AND WARRANTIES.
GRANTOR REPRESENTS, WARRANTS,
COVENANTS AND AGREES AS FOLLOWS:
(A)
GRANTOR IS NOW THE SOLE OWNER OF THE INTELLECTUAL PROPERTY
COLLATERAL, EXCEPT FOR NON-EXCLUSIVE LICENSES GRANTED BY GRANTOR TO ITS
CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS.
(B)
PERFORMANCE OF THIS IP AGREEMENT DOES NOT CONFLICT WITH OR RESULT
IN A BREACH OF ANY MATERIAL AGREEMENT TO WHICH GRANTOR IS BOUND.
(C)
DURING THE TERM OF THIS IP AGREEMENT, GRANTOR WILL NOT TRANSFER OR
OTHERWISE ENCUMBER ANY INTEREST IN THE INTELLECTUAL PROPERTY COLLATERAL, EXCEPT
FOR NON-EXCLUSIVE LICENSES GRANTED BY GRANTOR IN THE ORDINARY COURSE OF BUSINESS
OR AS SET FORTH IN THIS IP AGREEMENT;
(D)
TO ITS KNOWLEDGE, EACH OF THE PATENTS IS VALID AND ENFORCEABLE,
AND NO PART OF THE INTELLECTUAL PROPERTY COLLATERAL HAS BEEN JUDGED INVALID OR
UNENFORCEABLE, IN WHOLE OR IN PART, AND NO CLAIM HAS BEEN MADE THAT ANY PART OF
THE INTELLECTUAL PROPERTY COLLATERAL VIOLATES THE RIGHTS OF ANY THIRD PARTY;
(E)
GRANTOR SHALL PROMPTLY ADVISE BANK OF ANY MATERIAL ADVERSE CHANGE
IN