EXERCISE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN ASSURANCES THAT CONFIDENTIAL TREATMENT SHALL BE
ACCORDED SUCH CONFIDENTIAL INFORMATION.
(E)
EACH RECEIVING PARTY SHALL NOTIFY THE
DISCLOSING PARTY PROMPTLY AND IN WRITING OF THE CIRCUMSTANCES SURROUNDING ANY
SUSPECTED UNAUTHORIZED POSSESSION, USE OR KNOWLEDGE OF THE OTHER PARTY'S
CONFIDENTIAL INFORMATION OR ANY PART THEREOF AT ANY LOCATION OR BY ANY PERSON OR
ENTITY OTHER THAN THOSE AUTHORIZED BY THIS AGREEMENT.
2.08
RESERVATION OF PROPRIETARY INTERESTS.
EXCEPT AS
PROVIDED IN SECTIONS 2.01, 2.02 AND 2.03 ABOVE, LICENSOR RETAINS LICENSOR'S
PROPRIETARY INTERESTS IN AND TO THE LICENSED PATENTS AND OTHER IP.
EXCEPT AS
PROVIDED IN SECTION 2.09, NOTHING HEREIN SHALL BE CONSTRUED AS GRANTING
LICENSOR, BY IMPLICATION, ESTOPPEL OR OTHERWISE, ANY LICENSE OR OTHER RIGHT TO
ANY INTELLECTUAL PROPERTY RIGHTS OF LICENSEE.
2.09
GRANT BACK LICENSE.
IN THE EVENT THAT LICENSEE
OR LICENSOR MAKES ANY UPDATES, MODIFICATIONS OR ENHANCEMENTS TO THE LICENSED
AFES ("AFE MODS") DURING THE THREE YEAR PERIOD FOLLOWING THE CLOSING DATE, EACH
PARTY HEREBY GRANTS TO THE OTHER PARTY A NONEXCLUSIVE, WORLDWIDE, PERPETUAL,
IRREVOCABLE, ROYALTY-FREE, FULLY PAID-UP, NON-TERMINABLE, TRANSFERABLE RIGHT AND
LICENSE, UNDER ANY AND ALL OF THE INTELLECTUAL PROPERTY RIGHTS IN AND TO SUCH
AFE MODS TO MAKE, HAVE MADE, USE, OFFER TO SELL, SELL AND IMPORT ANALOG FRONT
END PRODUCTS UTILIZING SUCH AFE MODS, PROVIDED THAT LICENSEE'S RIGHTS TO
DISTRIBUTE SHALL BE SUBJECT TO THE LICENSE RIGHTS IN THE LICENSEE NONEXCLUSIVE
FIELD OF USE GRANTED UNDER THIS SECTION 2.
NOTWITHSTANDING THE FOREGOING, EACH
PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 2.09 DOES NOT GRANT EITHER PARTY
ANY RIGHT OR LICENSE TO USE AN AFE MOD THAT IS LICENSED TO THEM UNDER THIS
SECTION 2.09 TO INITIATE THE DESIGN OR MANUFACTURE OF AN AFE PRODUCT THAT IS
PIN-COMPATIBLE WITH AN AFE MOD OF THE LICENSING PARTY THAT CONSTITUTES A
MODIFICATION OF THE PIN LAYOUT OF A LICENSED AFE.
2.10
DELIVERY.
LICENSOR SHALL PROMPTLY DELIVER THE
MATERIALS AND ITEMS DESCRIBED ON APPENDIX B TO LICENSEE, INCLUDING BUT NOT
LIMITED TO DOCUMENTATION, INSTRUCTIONS, FORMULAS, DRAWINGS, AND PROTOCOLS.
COMMENCING ON THE CLOSING DATE AND FOR A TERM OF THREE YEARS THEREAFTER (UNLESS
EXTENDED UPON THE MUTUAL AGREEMENT OF THE PARTIES), EACH PARTY SHALL PROMPTLY
NOTIFY THE OTHER PARTY OF ANY AFE MODS, AND SHALL UPON THE REQUEST OF SUCH OTHER
PARTY PROMPTLY DELIVER SUCH AFE MODS TO THE REQUESTING PARTY.
3.
REPRESENTATIONS AND WARRANTIES
3.01
LICENSOR.
LICENSOR REPRESENTS AND WARRANTS THAT
IT HAS THE RIGHT TO GRANT THE RIGHTS AND LICENSES GRANTED HEREIN.
THE PARTIES
ACKNOWLEDGE THAT ADDITIONAL REPRESENTATIONS AND WARRANTIES BETWEEN THE PARTIES
ARE PROVIDED UNDER THE ASSET PURCHASE AGREEMENT.
3.02
DISCLAIMER.
EXCEPT AS PROVIDED IN THIS
ARTICLE 3, NEITHER PARTY MAKES ANY WARRANTIES OR CONDITIONS (EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE) UNDER THIS AGREEMENT WITH RESPECT TO THE
5
SUBJECT MATTER HEREOF, AND EXCEPT AS MAY BE PROVIDED IN THE ASSET PURCHASE
AGREEMENT AND OTHER ANCILLARY AGREEMENTS, EACH PARTY SPECIFICALLY DISCLAIMS ANY
AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY