Additional Necessary Licensed IP Sample Clauses
The 'Additional Necessary Licensed IP' clause defines the inclusion of intellectual property rights that, while not originally listed, are required for the licensee to fully use, make, or sell the licensed product or technology. This clause typically ensures that if any patents, copyrights, or other IP owned or controlled by the licensor become necessary for the licensee’s activities under the agreement, those rights are automatically included in the license. By doing so, it prevents situations where the licensee might be unable to operate due to missing rights, thereby ensuring comprehensive coverage and reducing the risk of future disputes over unlicensed but necessary IP.
Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGI, on behalf of itself and the Transferring Entities, hereby grants to Ceva, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGI. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGI. Such Additional Necessary Licensed IP, if any, will be identified by Ceva during the two (2) year period commencing on the Effective Date, and DSPGI shall, from time to time upon the request of Ceva during such two (2) year period and without further consideration, deliver to Ceva, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGI has not previously delivered to Ceva pursuant to this Agreement.
(b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGI, DSPGI, on behalf of itself and the Transferring Entities,...