Common use of Grants of Licenses Clause in Contracts

Grants of Licenses. The following license has been granted by the ------------------ Promoters to all Adopters. Upon Adopter's execution of this Agreement, the agreement to license is granted by Adopter to all Fellow Adopters (including the Promoters), and the grants of all Fellow Adopters shall extend to Adopter. In each case, the party (Promoter, Adopter, or Fellow Adopter) and its Affiliates granting the covenant is referred to as the "Licensor." Upon agreement by the Promoters as to the final version of the text of the Specification, Licensor hereby covenants to grant to each Promoter and its Affiliates and to each Fellow Adopter and its Affiliates under reasonable terms and conditions that are demonstrably free of any unfair discrimination, a nonexclusive, nontransferable, nonsublicenseable (except as part of the transfer of an end user product), worldwide license under its Necessary Claims to implement the Specification and to make, have made, use, import, offer to sell, lease, sell, promote and otherwise distribute the resulting implementation (whether implemented in hardware, software, or some combination of hardware and software); provided, however, (i) the resulting implementation is Fully Compliant, (ii) such license shall not extend to features of a product which are not required to comply with the Specification or to other specifications and APIs (Application Programming Interfaces), such as a Promoter's operating system API, and (iii) such license shall be granted only to the extent that the resulting implementation is used for the purposes of home or LAN networking over home or any single pair in-premises telephone lines. To the extent an Adopter becomes aware of any Necessary Claims which are or will be subject to the above license and to the extent that an Adopter intends to seek a reasonable royalty for such Necessary Claims pursuant to the above license, such Adopter shall promptly notify the Secretary of such Necessary Claims. Additionally, to the extent an Adopter becomes aware of claims which would be Necessary Claims but for the obligation to pay royalties or other consideration to third parties, the Adopter shall promptly notify the Secretary of such claims.

Grants of Licenses. The following license has been granted by the ------------------ Promoters to all Adopters. Upon Adopter's ’s execution of this Agreement, the agreement to license is granted by Adopter and its Affiliates to all Fellow Adopters (including the PromotersIntel), and the grants of all Fellow Adopters shall extend to AdopterAdopter and its Affiliates. In each case, the party (PromoterIntel, Adopter, or Fellow Adopter) and its Affiliates granting the covenant is are collectively referred to as the "Licensor." Upon agreement by the Promoters as to the final version publication of the text of the Published Specification, Licensor hereby covenants to grant to each Promoter and its Affiliates and grants to each Fellow Adopter and its Affiliates under reasonable terms and conditions that are demonstrably free of any unfair discrimination, a nonexclusive, royalty-free, nontransferable, nonsublicenseable (except as part of the transfer of an end user product), worldwide license under its Necessary Claims to implement the Specification and to make, have made, use, import, offer to sell, lease, sell, promote sell and sell and otherwise distribute the resulting implementation (interface portions of products, whether implemented in hardware, software, or some combination of hardware and software), which implement and comply with the Published Specification so long as the interface portion of the licensee’s product is fully compliant with such Published Specification; provided, however, (i) the resulting implementation is Fully Compliant, (ii) and provided that such license shall not extend to features of a product which are not required to fully comply with the Published Specification. Such license does not extend to Draft Specifications. Draft Specifications are provided for informational purposes only and are subject to change without notice. Adopters should not make design decisions based on Draft Specifications. Adopter acknowledges and agrees that any design decisions that Adopter makes based on Specifications are at Adopter’s own risk and expense. • Acceptance of Licenses. Adopter hereby accepts the licenses granted by the Fellow Adopters. • Withdrawal. Adopter may withdraw at any time by providing written notice to Intel. The effect of such withdrawal is that all licenses granted by a withdrawing Adopter, with respect to a Published Specification or published more than sixty (60) days prior to other specifications the date of withdrawal, shall continue in full force and APIs shall extend to entities who become Adopters and their Affiliates as provided in the license even after such withdrawal. However, all future rights and benefits shall terminate as of the effective date of the notice to withdraw. Further, the licenses granted to such Adopters shall continue to apply with respect to the Published Specification and any subsequent versions published more than sixty (Application Programming Interfaces), such as a Promoter's operating system API, and (iii60) such days prior to the date of withdrawal. No license shall be deemed granted only to the extent that the resulting implementation is used for the purposes of home or LAN networking over home or any single pair in-premises telephone lines. To the extent an Adopter becomes aware of any Necessary Claims which are or will be subject to the above license and to the extent that an Adopter intends to seek a reasonable royalty for such Necessary Claims pursuant to the above license, received by such Adopter shall promptly notify as to a version of the Secretary Published Specification published less than sixty (60) days prior to or after the date of such Necessary Claims. Additionally, to the extent an Adopter becomes aware of claims which would be Necessary Claims but for the obligation to pay royalties or other consideration to third parties, the Adopter shall promptly notify the Secretary of such claimswithdrawal.

Grants of Licenses. The following PMP hereby grants to Purchaser an exclusive, assignable, fully paid-up, royalty-free license, to use the Licensed Technology and the Licensed IP Rights to market Licensed Products. Said exclusive license has been granted extends to that certain territory (the “Territory”) listed on Attached Exhibit “A”. To lie extent that PMP obtains or acquires additional patent or distribution rights other than those IP Rights and IP Technology possessed by PMP as of the ------------------ Promoters to all Adopters. Upon Adopter's date of the execution of this Agreement, the agreement to license is granted by Adopter to all Fellow Adopters PMP will give notice of these acquisition of said rights within ten (including the Promoters)10) days of their acquisition, and within thirty (30) days of their acquisition will execute an amendment to this Agreement to include said rights within definition of the grants of all Fellow Adopters shall extend to Adopter“Licensed IP Rights”, “Licensed Technology” and “Licensed Products” licensed by this Agreement. In each case, the party (Promoter, Adopter, or Fellow Adopter) and its Affiliates granting the covenant is referred to as the "Licensor." Upon agreement by the Promoters as Subject to the final version of the text of the Specification, Licensor hereby covenants to grant to each Promoter and its Affiliates and to each Fellow Adopter and its Affiliates under reasonable terms and conditions that are demonstrably free of any unfair discriminationthis Agreement, a nonexclusivePMP hereby grants to Purchaser the exclusive right and license, nontransferableunder all intellectual property and other ownership rights applicable to the Licensed Technology and/or the Licensed Products, nonsublicenseable (except as part of the transfer of an end user product), worldwide license under its Necessary Claims to implement the Specification and to make, have made, use, import, offer to sell, leasefor sale, sell, promote distribute and otherwise service the Licensed Products to end users or said Products (the “License”). This exclusive grant is to be confined to the Territory, or to any Further country or geographic location in which either a) there exists no agreement between PMP and any third-party to this agreement concerning the rights PMP has to market or develop the Licensed Products, or;b) PMP acquires rights to manufacture, market and/or distribute the resulting implementation (whether implemented in hardwareLicensed Products. Subject to the terms and conditions or this Agreement, softwarePMP further grants to Purchaser the exclusive right and license, under all intellectual property and other ownership rights applicable to the Licensed Technology and/or the Licensed Products, todisplay and marketthe Licensed Products to the end users of said Products. Thisexclusive grant is to be confined to the Territory, or some combination to any further country in which eithera) there exists noagreement between PMP and any third-party to this agreementconcerning the rights PMP has to market or develop the Licensed Products, or; b) PMPacquires rights to manufacture, market and/or distribute the Licensed Products. Purchaser will market and sell the product in the manner it, in its sole discretion, deems most appropriate. As the Licensed Products are sold, Purchaser will buy the Licensed Products from PMP at the cost incurred by PMP to manufacture the Licensed Products.PMP will provide Purchaser on amonthly basis, or at any other time reasonablyrequested by Purchaser, with information showing the current cost of hardware manufacturing the Licensed Products. PMP will invoice Purchaser monthly for the costs charged to it by its manufacturer to produce the Licensed Products and software); provided, however, (i) the resulting implementation is Fully Compliant, (ii) such license shall not extend to features of a product which are not Purchaser will be required to comply with pay all such invoices no later than thirty (30) days from the Specification or to other specifications date of said invoice. For and APIs (Application Programming Interfaces), such as a Promoter's operating system API, and (iii) such license shall be in consideration of the Licenses granted only to the extent that the resulting implementation is used for the purposes of home or LAN networking over home or any single pair in-premises telephone lines. To the extent an Adopter becomes aware of any Necessary Claims which are or will be subject to the above license and to the extent that an Adopter intends to seek a reasonable royalty for such Necessary Claims pursuant to the above licenseterms or this Article 2, such Adopter shall promptly notify Purchaser will provide the Secretary of such Necessary Claims. Additionally, to the extent an Adopter becomes aware of claims which would be Necessary Claims but for the obligation to pay royalties or other Following consideration to third parties, the Adopter shall promptly notify the Secretary of such claims.PMP:

Grants of Licenses. The following license has been granted by the ------------------ Promoters to all Adopterseach other. Upon Adopter's ’s execution of this Agreement, the agreement to license it is granted by Adopter to all Fellow Adopters (including the Promoters)Adopters, and the grants of all Fellow Adopters shall extend to Adopter. In each case, the party (Promoter, Adopter, or Fellow Adopter) and its Affiliates granting the covenant is referred to as the "“Licensor." Upon agreement by the Promoters as to the final version of the text of the Specification, ”. Licensor hereby covenants to grant to each Promoter and its Affiliates and grant to each Fellow Adopter and its Affiliates (collectively “Licensee”), under reasonable terms any claim of a patent or patent application owned or licensable by Promoter or its Affiliates and conditions that are demonstrably free of any unfair discriminationif not for this grant infringed directly or contributorily by Licensee’s product, a nonexclusivenon-exclusive, nontransferableroyalty-free, nonsublicenseable non-transferable, world-wide license (without rights to sublicense except as part of the transfer of an end user product)a product as described hereafter) to make or have made the portions of Licensee’s product which implements and complies with the relevant portions of the Specification, worldwide license under its Necessary Claims to implement the Specification and to make, have made, use, importsell, offer to sell, leaselicense and import such portions of such product, sell, promote where infringement of such claims would not have occurred but for implementation of and otherwise distribute the resulting implementation (whether implemented in hardware, software, or some combination of hardware and software); provided, however, (i) the resulting implementation is Fully Compliant, (ii) such license shall not extend to features of a product which are not required to comply compliance with the Specification or to other specifications and APIs (Application Programming Interfaces), relevant portions of such as a Promoter's operating system APISpecification, and (iiia) there is no commercially reasonable noninfringing alternative to such infringement or (b) infringement of such claims results from use of a specific example included in such Specification. Such license shall be granted only is contingent on the Licensee’s product fully complying with a version of the Specification to the extent required for such a product. General • No Other Licenses. Adopter neither grants or receives any license to or right to use any trademark, trade name, copyright, or maskwork hereunder. Except for the rights expressly provided by this Agreement, Adopter neither grants nor receives, by implication, or estoppel, or otherwise, any rights under any patents or other intellectual property rights. • No Warranty. Adopter acknowledges that the resulting implementation Specification is used provided “AS IS” WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARRIVING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. • Damages. In no event will Promoters, Adopter or Fellow Adopter be liable to the other for the purposes any loss of home profits, loss of use, incidental, consequential, indirect, or LAN networking over home special damages arising out of this or any single pair in-premises telephone lines. To other agreement, whether or not such party had advance notice of the extent an Adopter becomes aware of any Necessary Claims which are or will be subject to the above license and to the extent that an Adopter intends to seek a reasonable royalty for such Necessary Claims pursuant to the above license, such Adopter shall promptly notify the Secretary possibility of such Necessary Claims. Additionally, to the extent an Adopter becomes aware of claims which would be Necessary Claims but for the obligation to pay royalties or other consideration to third parties, the Adopter shall promptly notify the Secretary of such claimsdamages.

Grants of Licenses. The following license has been granted by Upon the ------------------ Promoters to all Adopters. Upon Adopter's ’s execution of this Agreement: • The Promoters hereby agree that they will grant to Adopter a nonexclusive, worldwide license under Necessary Claims solely to make, have made, use, import, and directly and indirectly, offer to sell, sell and otherwise distribute and dispose of Compliant Portions; provided that such license shall not extend to any part, function or feature of a product that is not a Compliant Portion or for which there exists a commercially reasonable, noninfringing alternative. Such license shall be granted on reasonable and non-discriminatory terms, provided that such license grant may be conditioned upon Adopter’s grant of a reciprocal license. With respect to any royalty free patent license that the Promoters receive from a Contributor that includes the right of the Promoters to grant sublicenses, the agreement Promoters hereby grant Adopter a royalty free sublicense to license is granted by Adopter to all Fellow Adopters (including the Promoters), same rights and the grants of all Fellow Adopters shall extend to Adopter. In each case, the party (Promoter, Adopter, or Fellow Adopter) and its Affiliates granting the covenant is referred to as the "Licensor." Upon agreement by licenses that the Promoters as to received from the final version of the text of the Specification, Licensor Contributor. • Adopter hereby covenants to agrees that it will grant to each Promoter and its Affiliates and to each Fellow Adopter and its Affiliates under reasonable terms and conditions that are demonstrably free of any unfair discriminationSecond Generation Adopter, a nonexclusive, nontransferable, nonsublicenseable (except as part of the transfer of an end user product), worldwide license under its Necessary Claims solely to implement make, have made, use, import, and directly and indirectly, offer to sell, sell and otherwise distribute and dispose of Compliant Portions; provided that such license shall not extend to any part, function or feature of a product that is not a Compliant Portion or for which there exists a commercially reasonable, noninfringing alternative. Such license shall be granted on reasonable and non- discriminatory terms, provided that such license grant may be conditioned upon a Fellow Second Generation Adopter’s grant of a reciprocal license. Only with respect to this obligation to grant licenses under its Necessary Claims, each Fellow Second Generation Adopter shall be a third party beneficiary of this Agreement. • The Promoters and the Adopter hereby agree that each will provide a written notice to each of the Promoters that it may seek a royalty from Fellow Second Generation Adopter(s). The Promoters agree to use commercially reasonable efforts to post such notice on the IPMI Website within a reasonable time. Such notice shall include a specific listing of the patent(s) for which a Promoter or Adopter may seek to charge a royalty. With respect to each patent that a Promoter or Adopter may seek such a royalty-bearing license from Fellow Second Generation Adopters, only a one-time notice to the Promoters is required. The Promoters and the Adopter further agree that they will only seek to collect royalties pursuant to this Agreement from Fellow Second Generation Adopters for any Units of products that were sold, leased, rented, licensed, shipped or otherwise transferred more than one hundred twenty (120) days after Adopter has notified the Promoters as set forth above. Nothing in this Agreement shall waive any right that Adopter may have under the law of the appropriate jurisdiction to receive actual notice from a Fellow Second Generation Adopter asserting a claim of patent infringement against Adopter. • The Promoters grant to Adopter a nonexclusive, royalty-free, nontransferable, nonsublicenseable, worldwide license under their trade secrets and copyrights in the Legacy Specification and the Second Generation Specification to use and reproduce the Legacy Specification or the Second Generation Specification as necessary in order to make, have made, use, import, offer to sell, lease, sell, promote sell and otherwise distribute the resulting implementation (whether implemented in hardware, software, or some combination of hardware and software); provided, however, (i) the resulting implementation is Fully Compliant, (ii) such license shall not extend to features of a product which are not required to comply with the Specification or to other specifications and APIs (Application Programming Interfaces), such as a Promoter's operating system API, and (iii) such license shall be granted only to the extent that the resulting implementation is used for the purposes of home or LAN networking over home or any single pair in-premises telephone linessell Compliant Portions. To the extent an Adopter becomes aware of any Necessary Claims which are or will be subject to the above license and to the extent that an Adopter intends to seek a reasonable royalty for such Necessary Claims pursuant to the above license, such Adopter shall promptly notify the Secretary of such Necessary Claims. Additionally, to the extent an Adopter becomes aware of claims which would be Necessary Claims but for the obligation to pay royalties or other consideration to third parties, the Adopter shall promptly notify the Secretary of such claims.• Withdrawal