SUDAN, OR SYRIA;
(II)
EXPORT TO COUNTRY GROUPS D:1 OR E:2, OR TO IRAN, IRAQ, SUDAN, OR SYRIA,
THE DIRECT PRODUCT (INCLUDING PROCESSES AND SERVICES) OF THE INFORMATION OR
SOFTWARE; OR
(III)
IF THE DIRECT PRODUCT OF THE INFORMATION IS A COMPLETE PLANT OR ANY MAJOR
COMPONENT OF A PLANT, EXPORT TO COUNTRY GROUPS D:1 OR E:2, OR TO IRAN, IRAQ,
SUDAN, OR SYRIA, THE DIRECT PRODUCT OF THE PLANT OR MAJOR COMPONENT.
(B)
THIS ASSURANCE WILL BE HONORED EVEN AFTER ANY TERMINATION OF THIS
AGREEMENT OR THE PURCHASE AGREEMENT.
12
ARTICLE XII
TERM AND TERMINATION
12.01
THIS AGREEMENT SHALL BE EFFECTIVE DURING THE TERM COMMENCING ON THE
EFFECTIVE DATE HEREOF AND SHALL CONTINUE UNLESS TERMINATED (I) BY MUTUAL
AGREEMENT BETWEEN THE PARTIES; OR (II) PURSUANT TO THE PURCHASE AGREEMENT.
12.02
THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER WHICH, BY THEIR
NATURE WOULD CONTINUE BEYOND TERMINATION OF THIS AGREEMENT SHALL SURVIVE AND
CONTINUE AFTER ANY TERMINATION OF THIS AGREEMENT.
FOR EXAMPLE, THE LICENSES
GRANTED BY EITHER PARTY TO THE OTHER HEREUNDER SHALL SURVIVE AND CONTINUE AFTER
ANY TERMINATION OF THIS AGREEMENT.
ARTICLE XIII
ASSIGNABILITY
13.01
THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT IN CONTEMPLATION
OF THE PURCHASE BY BUYER OF THE FPGA/FPSC BUSINESS OF SELLER.
13.02
ALL OF SELLER'S RIGHTS, TITLE AND INTEREST IN THIS AGREEMENT AND ANY
LICENSES AND RIGHTS GRANTED TO IT HEREUNDER MAY BE ASSIGNED TO ANY OF ITS
RELATED COMPANIES OR ANY DIRECT OR INDIRECT SUCCESSOR TO ALL OR SUBSTANTIALLY
ALL OF THE ASSETS OF SELLER, WHICH SUCCESSOR SHALL THEREAFTER BE DEEMED
SUBSTITUTED FOR SELLER AS THE PARTY HERETO, EFFECTIVE UPON SUCH ASSIGNMENT,
PROVIDED THAT SUCH SUCCESSOR SHALL BE SUBJECT TO ALL LIMITATIONS OR WAIVERS
APPLICABLE TO SELLER PURSUANT TO THIS AGREEMENT AND THE PURCHASE AGREEMENT.
BUYER MAY ASSIGN ALL OF ITS RIGHTS AND OBLIGATIONS EXISTING OR ARISING UNDER
THIS AGREEMENT TO ANY SUCCESSOR TO ALL OR SUBSTANTIALLY ALL THE ASSETS OF BUYER
AS THE RESULT OF A SALE, AN ACQUISITION, MERGER, CHANGE OF CONTROL,
CONSOLIDATION, REORGANIZATION, OR RE-CAPITALIZATION OF BUYER OR SUCH BUSINESS,
WHICH SUCCESSOR SHALL THEREAFTER BE DEEMED SUBSTITUTED FOR BUYER AS A PARTY
HERETO, SUBJECT TO WRITTEN ACCEPTANCE OF SUCH ASSIGNMENT BY SUCH SUCCESSOR.
NOTWITHSTANDING ANY SUCH ASSIGNMENT TO A SUCCESSOR OF SELLER OR BUYER, AS THE
CASE MAY BE, ANY LICENSES ASSIGNED IN ACCORDANCE HEREWITH TO THE SUCCESSOR DO
NOT INCLUDE ANY PAST OR FUTURE LICENSES TO MAKE, USE, SELL, OFFER FOR SALE, OR
IMPORT ANY PRODUCTS, INCLUDING SEMICONDUCTIVE DEVICES OR CODE, WHICH ARE SOLD OR
OTHERWISE DISTRIBUTED, DIRECTLY OR INDIRECTLY, BY SUCH SUCCESSOR PRIOR TO SUCH
ASSIGNMENT.
NOTHING SET FORTH HEREIN SHALL IN ANY WAY RESTRICT BUYER'S RIGHTS
TO DISPOSE OF, ASSIGN OR LICENSE ANY ASSIGNED PATENTS, ASSIGNED SOFTWARE OR
ASSIGNED TECHNICAL INFORMATION.
13.03
(A)
THE GRANT OF EACH LICENSE HEREUNDER TO ANY
INTELLECTUAL PROPERTY, OTHER THAN PATENTS OR ANY RIGHTS ARISING UNDER ANY
PENDING OR ISSUED PATENT, ALSO INCLUDES THE RIGHT OF A PARTY TO SUBLICENSE
(WITHIN THE SCOPE OF ITS OWN LICENSES) ANY BUSINESS WHICH IS