(3) the
Mozilla Public License; (4) the Netscape Public License; (5) the Sun Community
Source License (SCSL); (6) the Sun Industry Source License (SISL); and (7) the
Apache Software license.
"Software" means computer program instruction code, whether in human-readable
source code form, machine-executable binary form, firmware, scripts,
interpretive text, or otherwise.
For avoidance of doubt, Software does not
include databases and other information stored in electronic form, other than
executable instruction codes or source code that is intended to be compiled into
executable instruction codes.
"Specifications" means those specifications used to describe, characterize, and
define the quality, functionality and/or performance of any NAND Flash Memory
Die, including any interim performance requirements at Probe Testing or other
testing.
4
"Supporting Materials" means, with respect to each NAND Flash Memory Design,
those things set forth on Schedule 3 solely as and to the extent (a) such things
exist on the Effective Date, (b) they are either owned by Micron or are licensed
to Micron with the right to sublicense without any further payment to any Third
Party, and (c) Micron is not prohibited by Applicable Law or contractual
restriction from disclosing or licensing as contemplated under this Agreement.
"Tangible Design Package" shall have the meaning set forth in Section 2.3 below.
"Term" shall have the meaning set forth in Section 8.1.
"Third Party" means any Person other than Micron or Intel.
1.2
CERTAIN INTERPRETIVE MATTERS.
(A)
UNLESS THE CONTEXT REQUIRES OTHERWISE,
(1) ALL REFERENCES TO SECTIONS, ARTICLES, EXHIBITS, APPENDICES OR SCHEDULES ARE
TO SECTIONS, ARTICLES, EXHIBITS, APPENDICES OR SCHEDULES OF OR TO THIS
AGREEMENT, (2) EACH ACCOUNTING TERM NOT OTHERWISE DEFINED IN THIS AGREEMENT HAS
THE MEANING COMMONLY APPLIED TO IT IN ACCORDANCE WITH GAAP, (3) WORDS IN THE
SINGULAR INCLUDE THE PLURAL AND VISA VERSA, (4) THE TERM "INCLUDING" MEANS
"INCLUDING WITHOUT LIMITATION," AND (5) THE TERMS "HEREIN," "HEREOF,"
"HEREUNDER" AND WORDS OF SIMILAR IMPORT SHALL MEAN REFERENCES TO THIS AGREEMENT
AS A WHOLE AND NOT TO ANY INDIVIDUAL SECTION OR PORTION HEREOF.
ALL REFERENCES
TO $ OR DOLLAR AMOUNTS WILL BE TO LAWFUL CURRENCY OF THE UNITED STATES OF
AMERICA.
ALL REFERENCES TO "DAY" OR "DAYS" WILL MEAN CALENDAR DAYS.
(B)
NO PROVISION OF THIS AGREEMENT WILL BE
INTERPRETED IN FAVOR OF, OR AGAINST, ANY OF THE PARTIES BY REASON OF THE EXTENT
TO WHICH ANY SUCH PARTY OR ITS COUNSEL PARTICIPATED IN THE DRAFTING THEREOF OR
BY REASON OF THE EXTENT TO WHICH ANY SUCH PROVISION IS INCONSISTENT WITH ANY
PRIOR DRAFT OF THIS AGREEMENT OR SUCH PROVISION.
ARTICLE 2
PRE-EXISTING DESIGNS
2.1
ASSIGNMENT.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, MICRON, ON BEHALF OF ITSELF AND ITS AFFILIATES,
HEREBY
GRANTS, CONVEYS AND ASSIGNS (AND AGREES TO CAUSE ITS AFFILIATES TO
GRANT, CONVEY AND ASSIGN) TO INTEL, BY EXECUTION OF THIS AGREEMENT (OR, WHERE
APPROPRIATE OR REQUIRED, BY EXECUTION OF SEPARATE INSTRUMENTS OF ASSIGNMENT),
ALL RIGHT, TITLE AND INTEREST THAT MICRON AND AFFILIATES OF MICRON HAVE IN AND
TO THE
PRE-EXISTING PRODUCT DESIGNS AND [***], TO