ASIC Redesign Sample Clauses

ASIC Redesign. If, during the term of this Agreement, the ASICs become obsolete, Inrange may notify Ancor of such obsolescence and the parties shall negotiate in good faith to determine what changes, if any, need to be made to the ASICs and how the costs of such development should be allocated between them. Ancor shall provide to Inrange within fourteen (14) days (or such longer period as the parties may agree) of Inrange's notice a proposed development plan for such change and the parties shall negotiate a mutually agreed final development plan within fourteen (14) days (or such longer period as the parties may agree) of Inrange's receipt of Ancor's submittal. For the purpose of the preceding sentence, "obsolete" shall mean that the ASICs have become, for any reason, incapable of providing the features contracted for in this Agreement, in accordance with the Descriptions, and/or remaining current with industry standards (applicable only to the Inrange Market) and competitive products in the Inrange Market, on a going-forward basis. The parties also understand that market changes may necessitate changes to the ASICs. If the necessary non-recurring engineering required for such development affects or responds to all markets for the ASICs, Ancor shall bear the major portion of the costs of such non-recurring engineering, and if the necessary non-recurring engineering primarily affects or responds to the Inrange Market, Inrange shall bear the major portion of costs for such non-recurring engineering. Notwithstanding the foregoing, Ancor shall bear the costs of assuring backward compatibility of any redesign of the ASICs. Notwithstanding any ASIC redesign hereunder, during the term of this Agreement, Ancor covenants, at its cost, to maintain the functionality of the ASICs, as set forth in the Description for the ASICs and to support then current fibre channel standards for all Class 1, 2 and 3 of fibre channel connectivity. Within fourteen (14) days (or such longer period as the parties may agree) of the date of Inrange's notice of noncompliance, Ancor shall produce an action plan acceptable to Inrange for the correction of an ASIC redesign that is not backward compatible or fails to conform to the Descriptions or the then current fibre channel standards.
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