Common use of Intellectual Property License Clause in Contracts

Intellectual Property License. (a) Solely for the purpose of enabling Bank to exercise rights and remedies under this Section 8 and the other Loan Documents, each Loan Party hereby irrevocably (until all Secured Obligations other than inchoate indemnity obligations are repaid in full in cash) grants to Bank, and its designees a non-exclusive, worldwide and sublicensable license and right to use, practice and otherwise exploit (consistent with all Applicable Law), exercisable without payment of royalty, rent or other compensation, any of Collateral consisting of Intellectual Property (including Trademarks, trade names, the Platform and any related services, product, technology, deliverable or software related to such services, including any third-party subcontractor’s product, technology, deliverable or software, provided that such use is limited solely to Borrower’s program with Approved Capital Partners relating to Originated Customer Loans) now or hereafter owned by or licensed to Bank, in order for Bank, and its designees, solely in connection with the exercise by Bank of the remedies provided to it pursuant to the Loan Documents with respect to the Collateral, to purchase, use, market, reproduce, repossess, possess, store, assemble, manufacture, complete, process, ship, supply, lease, sell, offer to sell, import, export, transfer, distribute or otherwise dispose of any asset included in the Collateral after the occurrence, and solely during the continuation of, an Event of Default, including in connection with the liquidation, disposition or realization upon the Collateral in accordance with the terms and conditions of the Loan Documents, to the extent that such non-exclusive license and right (i) subject to the following sentence, does not violate the express terms of any agreement between such Loan Party and a third party concerning such Intellectual Property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein and (ii) is not prohibited by any Applicable Law. The license granted pursuant hereto shall be exercisable solely after the occurrence, and solely during the continuation of, an Event of Default.

Intellectual Property License. (a) Solely for Effective as of the purpose Closing, Seller and Macom US (collectively, the “Licensors”) hereby grant to Buyer a worldwide, nonexclusive, royalty-free, transferable, sublicensable (through one or multiple tiers of enabling Bank sublicensees) (subject to exercise rights Section 2.5(e)) right and remedies license under this Section 8 all Licensors’ existing and future Intellectual Property Rights (including those Intellectual Property Rights set forth on Schedule A(1) and any Intellectual Property Rights in, to or embodied by the other Loan DocumentsLicensed Materials) (the “License”) (X) to make, each Loan Party hereby irrevocably (until all Secured Obligations other than inchoate indemnity obligations are repaid in full in cash) grants to Bankhave made, and its designees a non-exclusive, worldwide and sublicensable license and right to use, practice sell, offer for sale, import and otherwise exploit LR4 100G Products and Derivatives; (consistent with all Applicable Law), exercisable without payment of royalty, rent or other compensation, Y) to practice any of Collateral consisting of Intellectual Property (including Trademarks, trade names, the Platform and any related services, product, technology, deliverable or software related to such services, including any third-party subcontractor’s product, technology, deliverable or software, provided that such use is limited solely to Borrower’s program with Approved Capital Partners relating to Originated Customer Loans) now or hereafter owned by or licensed to Bank, in order for Bank, and its designees, solely process in connection with the exercise by Bank foregoing; and (Z) to use, copy, create derivative works of, distribute, publicly display, publicly perform and otherwise exploit the Licensed Materials; provided, however, that (i) Seller and Macom US hereby retain, do not grant to Buyer and the License therefore excludes any and all rights to make, have made, use, sell, offer for sale, import and otherwise exploit any semiconductor products incorporated in the LR4 100G Products or Derivatives, including the semiconductor products listed on Schedule E hereto (the “MACOM Semiconductor Products”), and (ii) to the extent that each of the remedies following conditions are met with respect to each semiconductor product incorporated into any LR4 100G Product and Derivative made hereunder, Buyer shall source such semiconductor product from the Seller Group: (I) Seller promptly fills all orders for such semiconductor product that Buyer submits to Seller (provided that, in the case that an order is not timely filled but is filled not later than 2 months following the requested ship date, the foregoing proviso clause (ii) shall not apply with respect to it pursuant such semiconductor product only from the requested ship date until six months following the actual ship date; and provided further, that in the case that an order is not timely filled and is not filled within 3 months following the requested ship date, the foregoing proviso clause (ii) shall thereafter no longer apply with respect to the Loan Documents such semiconductor product on a permanent basis); (II) Seller’s pricing for such semiconductor product is competitive; (III) on a per-end customer basis with respect to the Collateralforegoing obligation to purchase such semiconductor product from Seller, Buyer’s end customer is satisfied with the quality of such semiconductor product (with the Parties’ understanding and agreement that unresolved complaints from an end-user customer as to purchasesuch quality shall constitute conclusive evidence of unsatisfactory quality) (provided that, use, market, reproduce, repossess, possess, store, assemble, manufacture, complete, process, ship, supply, lease, sell, offer to sell, import, export, transfer, distribute or otherwise dispose of any asset included in the Collateral after the occurrence, and solely during the continuation of, case that an Event of Default, including in connection end customer is unsatisfied with the liquidationquality of a semiconductor product hereunder and such quality issue is resolved not later than 2 months following the date it first arose, disposition or realization upon the Collateral in accordance with the terms and conditions of the Loan Documents, to the extent that such non-exclusive license and right (i) subject to the following sentence, does not violate the express terms of any agreement between such Loan Party and a third party concerning such Intellectual Property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein and foregoing proviso clause (ii) shall not apply with respect to such semiconductor product for such end customer only from the date the quality issue arose until six months following the date the quality issue is resolved; and provided further, that in the case that an end customer is unsatisfied with the quality of a semiconductor product hereunder and such quality issue is not prohibited by any Applicable Law. The license granted pursuant hereto resolved within 3 months following the date it first arose, the foregoing proviso clause (ii) shall be exercisable solely after the occurrence, and solely during the continuation of, an Event of Default.thereafter no longer apply with respect to such semiconductor product for such end

Intellectual Property License. (a) Solely for the purpose of enabling Bank to exercise rights and remedies under this Section 8 and the other Loan Documents, each Loan Party Borrower hereby irrevocably (until all Secured Obligations other than inchoate indemnity obligations are repaid in full in cash) grants to Bank, and its designees a non-exclusive, worldwide and sublicensable license and right to use, practice and otherwise exploit (consistent with all Applicable Law), exercisable without payment of royalty, rent or other compensation, any of Collateral consisting of Intellectual Property (including Trademarks, trade names, the Platform and any related services, product, technology, deliverable or software related to such services, including any third-party subcontractor’s product, technology, deliverable or software, provided that such use is limited solely to Borrower’s program with Approved Capital Partners relating to Originated Customer Loans) now or hereafter owned by or licensed to Bank, in order for Bank, and its designees, solely in connection with the exercise by Bank of the remedies provided to it pursuant to the Loan Documents with respect to the Collateral, to purchase, use, market, reproduce, repossess, possess, store, assemble, manufacture, complete, process, ship, supply, lease, sell, offer to sell, import, export, transfer, distribute or otherwise dispose of any asset included in the Collateral after the occurrence, and solely during the continuation of, an Event of Default, including in connection with the liquidation, disposition or realization upon the Collateral in accordance with the terms and conditions of the Loan Documents, to the extent that such non-exclusive license and right (i) subject to the following sentence, does not violate the express terms of any agreement between such Loan Party Borrower and a third party concerning such Intellectual Property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein and (ii) is not prohibited by any Applicable Law. The license granted pursuant hereto shall be exercisable solely after the occurrence, and solely during the continuation of, an Event of Default. (b) If the grant of such non-exclusive license and right or the exercise of such non- exclusive license and right in connection with the liquidation, disposition or realization upon the Collateral in accordance with the terms and conditions of the Loan Documents would violate the express terms of any agreement between Borrower and a third party concerning such intellectual property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein, Borrower shall, at Bank’s reasonable request, use commercially reasonable efforts to obtain all third-party consents required to permit such grant or exercise (as applicable) of such non-exclusive license and right and shall pay all reasonable out-of-pocket expenses in connection with obtaining any such consents, and such non-exclusive license and right shall be deemed effective to the fullest extent permitted without causing such a breach. Borrower shall agree, and shall cause each successor thereof to agree, that any assignment, sale, transfer or other disposition of any of the Collateral consisting of Intellectual Property (whether by foreclosure or otherwise) will be subject to the rights of Bank, and its designees as set forth above.

Intellectual Property License. (a) Solely for the purpose of enabling Bank to exercise rights and remedies under this Section 8 and the other Loan Documents, each Loan Party Borrower hereby irrevocably (until all Secured Obligations other than inchoate indemnity obligations are repaid in full in cash) grants to Bank, and its designees a non-exclusive, worldwide and sublicensable license and right to use, practice and otherwise exploit (consistent with all Applicable Law), exercisable without payment of royalty, rent or other compensation, any of Collateral consisting of Intellectual Property (including Trademarks, trade names, the Platform and any related services, product, technology, deliverable or software related to such services, including any third-party subcontractor’s product, technology, deliverable or software, provided that such use is limited solely to Borrower’s program with Approved Capital Partners relating to Originated Customer Loans) now or hereafter owned by or licensed to Bank, in order for Bank, and its designees, solely in connection with the exercise by Bank of the remedies provided to it pursuant to the Loan Documents with respect to the Collateral, to purchase, use, market, reproduce, repossess, possess, store, assemble, manufacture, complete, process, ship, supply, lease, sell, offer to sell, import, export, transfer, distribute or otherwise dispose of any asset included in the Collateral after the occurrence, and solely during the continuation of, an Event of Default, including in connection with the liquidation, disposition or realization upon the Collateral in accordance with the terms and conditions of the Loan Documents, to the extent that such non-exclusive license and right (i) subject to the following sentence, does not violate the express terms of any agreement between such Loan Party Borrower and a third party concerning such Intellectual Property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein and (ii) is not prohibited by any Applicable Law. The license granted pursuant hereto shall be exercisable solely after the occurrence, and solely during the continuation of, an Event of Default.