PARTS OF THE LICENSED TECHNICAL INFORMATION.
ALL COSTS OF COPYING,
PREPARING FOR DELIVERY, AND DELIVERING LICENSED TECHNICAL INFORMATION TO BUYER
HEREUNDER SHALL BE BORNE BY AGERE.
5.04 THE PARTIES RECOGNIZE THAT THE BEST OR ONLY AVAILABLE COPY OF CERTAIN
LICENSED 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 AGERE MAY REQUIRE CERTAIN ACCESS TO OR COPIES OF THE LICENSED 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 YEAR (1) 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 LICENSED 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 LICENSED TECHNICAL INFORMATION SHALL BE BORNE BY
AGERE.
5.05 FOR A PERIOD OF THREE (3) YEARS FROM THE CLOSING DATE, NEITHER SELLER, ANY
RELATED COMPANY OF SELLER, NOR ANY OF THEIR RESPECTIVE SUCCESSORS SHALL DIRECTLY
OR INDIRECTLY LICENSE ANY LICENSED TECHNICAL INFORMATION, INFORMATION, OR
INTELLECTUAL PROPERTY RIGHTS CONSTITUTING, OR USED IN THE CREATION OF, AN IP
CORE LISTED IN APPENDIX C OR K TO (A) ACTEL CORPORATION, XILINX, INC., ALTERA
CORPORATION OR ANY OF THEIR RESPECTIVE AFFILIATES OR SUCCESSORS, OR (B) ANY
THIRD PARTY WHICH COMBINES AN IP CORE (HARD CORE AND/OR SOFT CORE BASED UPON OR
CONSISTING OF LICENSED SOFTWARE AND/OR LICENSED TECHNICAL INFORMATION) LISTED IN
APPENDIX C OR K WITH A SEMICONDUCTIVE DEVICE OF ACTEL CORPORATION, XILINX, INC.,
ALTERA CORPORATION OR ANY OF THEIR RESPECTIVE AFFILIATES OR SUCCESSORS FOR
RESALE AS EITHER (I) A STAND-ALONE SEMICONDUCTIVE DEVICE THAT IS PROVIDED WITH
SUCH IP CORE CONSISTING OF LICENSED SOFTWARE AND/OR LICENSED TECHNICAL
INFORMATION (I.E., A SOFT CORE) OR (II) A STAND-ALONE SEMICONDUCTIVE DEVICE THAT
INCLUDES SUCH IP CORE (I.E., A HARD CORE).
5.06 AS BETWEEN THE PARTIES, ALL DERIVATIVE WORKS AND IMPROVEMENTS TO ANY
INFORMATION CREATED BY OR FOR A PARTY SHALL BE EXCLUSIVELY OWNED BY SUCH PARTY
SUBJECT TO THE RIGHTS, IF ANY, THAT THE OTHER PARTY MAY HAVE IN THE CODE OR
INFORMATION FROM WHICH SUCH DERIVATIVE WORK OR IMPROVEMENT WAS DERIVED.
6
ARTICLE VI
ASSIGNMENT OF PATENTS
6.01 SELLER HEREBY TRANSFERS AND ASSIGNS TO BUYER ALL OF ITS WORLDWIDE RIGHT,
TITLE AND INTEREST IN AND TO THE ASSIGNED PATENTS.
SELLER HEREBY ASSIGNS TO
BUYER ALL RIGHTS TO SUE FOR PAST INFRINGEMENT OF SUCH ASSIGNED PATENTS.
BUYER'S
RIGHTS IN SUCH ASSIGNED PATENTS SHALL BE SUBJECT TO ALL NONEXCLUSIVE GRANTS OF
RIGHTS PURSUANT TO PRIOR WRITTEN AGREEMENTS BETWEEN SELLER, ITS PREDECESSORS
(INCLUDING AT&T CORP. AND ITS