AGERE.
4.04 THE PARTIES RECOGNIZE THAT THE BEST OR ONLY AVAILABLE COPY OF CERTAIN
ASSIGNED TECHNICAL INFORMATION MAY RESIDE, PRIOR TO OR AFTER THE CLOSING DATE,
WITHIN THE FPGA/FPSC BUSINESS OR IN THE POSSESSION OF THE FPGA/FPSC BUSINESS,
AND THAT AGERE MAY REQUIRE CERTAIN ACCESS TO OR COPIES OF THE ASSIGNED TECHNICAL
INFORMATION FOR PROCUREMENT PURPOSES OR OTHER PURPOSES CONSISTENT WITH THIS
AGREEMENT, WHICH, BECAUSE OF INADVERTENCE OR OVERSIGHT, A COPY WAS NOT RETAINED
BY OR MADE AVAILABLE TO AGERE PRIOR TO THE CLOSING DATE.
TO THAT END, BUYER
AGREES, UPON RECEIVING A WRITTEN REQUEST FROM AGERE WITHIN THE EARLIER OF
(I) NINETY (90) DAYS AFTER BUYER CEASES USING SELLER'S CORPORATE INTRANET, AND
(II) ONE (1) YEAR FROM THE CLOSING DATE, TO PROVIDE, WITHIN A COMMERCIALLY
REASONABLE AMOUNT OF TIME AFTER RECEIPT OF AGERE'S WRITTEN REQUEST, COPIES OF
ANY PORTION OF THE ASSIGNED TECHNICAL INFORMATION DEEMED NECESSARY BY AGERE OR
ONE OF ITS RELATED COMPANIES TO EXERCISE THE RIGHTS IN ACCORDANCE WITH THIS
AGREEMENT.
ANY REASONABLE COSTS ASSOCIATED WITH THE ASSEMBLING, COPYING AND
DELIVERING OF SUCH REQUESTED ASSIGNED TECHNICAL INFORMATION SHALL BE BORNE BY
AGERE.
ARTICLE V
LICENSES TO INFORMATION
5.01 SELLER GRANTS TO BUYER A ROYALTY-FREE, FULLY PAID-UP, WORLDWIDE,
IRREVOCABLE, PERPETUAL, NON-TERMINABLE, NON-TRANSFERABLE (EXCEPT AS PROVIDED IN
ARTICLE XIII) AND NONEXCLUSIVE LICENSE TO THE LICENSED TECHNICAL INFORMATION IN
THE LICENSED FIELD, INCLUDING THE MANUFACTURE (INCLUDING 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 IN SUCH LICENSED TECHNICAL
INFORMATION (OTHER THAN PATENT RIGHTS WHICH ARE SPECIFICALLY GRANTED IN
ARTICLE VI AND VII) 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) AS OF THE EFFECTIVE DATE INCLUDING, WITHOUT LIMITATION, THE
RIGHT TO USE, COPY, DISTRIBUTE, MODIFY AND CREATE DERIVATIVE WORKS FROM SUCH
LICENSED TECHNICAL INFORMATION.
5.02 SELLER HEREBY GRANTS TO BUYER A PERSONAL, FULLY PAID-UP, ROYALTY FREE,
IRREVOCABLE, PERPETUAL, NON-TERMINABLE, NON-TRANSFERABLE (EXCEPT AS PROVIDED IN
ARTICLE XIII) AND NONEXCLUSIVE RIGHT, AS AN ATTRIBUTE OF THE RIGHT TO USE THE
LICENSED TECHNICAL INFORMATION IN SECTION 5.01, TO COMMUNICATE (SUBJECT TO
CONFIDENTIALITY PROVISIONS AS LEAST AS RESTRICTIVE AS THOSE IN SECTION 15.03)
PORTIONS OF AND GRANT NONEXCLUSIVE SUBLICENSES (OF THE SAME SCOPE AS THE
LICENSES GRANTED TO BUYER UNDER SECTION 5.01) TO SUCH LICENSED TECHNICAL
INFORMATION TO CUSTOMERS, DISTRIBUTORS, CONSULTANTS, DEVELOPERS AND SUPPLIERS OF
BUYER AND TO ANY OF THE RELATED COMPANIES OF BUYER OR ITS SUCCESSORS SOLELY FOR
USE IN THE LICENSED FIELD.
5
5.03 SELLER SHALL CAUSE THE BUSINESS EMPLOYEES TO DELIVER TO BUYER COPIES OF ALL
DOCUMENTS OF WHATEVER KIND IN WHATEVER MEDIUM THAT EMBODY THE LICENSED TECHNICAL
INFORMATION.
TO AGERE'S KNOWLEDGE, ALL OF THE LICENSED TECHNICAL INFORMATION
ALREADY IS IN POSSESSION OF SUCH EMPLOYEES.
HOWEVER, AGERE AGREES TO TAKE ALL
STEPS REASONABLY REQUESTED BY BUYER IN CONNECTION WITH DELIVERING TO BUYER ANY
MISSING