Common use of License from Cypress Clause in Contracts

License from Cypress. (a) Cypress (on behalf of itself and its Affiliates) hereby grants to Customer a worldwide, non-exclusive, irrevocable and perpetual (except solely as set forth in ARTICLE 12.6), royalty free and paid up right and license, under all Intellectual Property Rights, to use and modify only those steps of Cypress’ baseline process technology included in, or necessary to use or modify, Customer’s process (or processes) (excluding any process recipes or other information included in and unique to Cypress’ Self Aligned Contact module, SONOS Gate modules, and Tungsten Gate modules (as defined in Cypress’ Specifications as of the Effective Date), including any unique equipment configurations and modifications used therein and any unique semiconductor and/or integrated circuit structures resulting from such module[s] and any Patent Rights and/or other intellectual property rights encompassing, covering or protecting such unique module[s], recipes, information, equipment configurations and/or modifications, and structures) (“Licensed Technology”) for the manufacture of Customer’s products at any location. Subject to the terms and conditions set forth herein, such right and license shall include (i) the right to have Customer products made by third party manufacturers, and (ii) the right to sublicense such rights to third parties solely as a part of a license to such party of a complete Customer process. Except as set forth in this Article, Cypress does not grant to Customer or any Customer Affiliate a license under any Cypress technology. (b) Notwithstanding any other provision of this Agreement, Customer shall not have a license to make, have made, use, offer to sell, sell, import, export, lease or otherwise dispose of products which compete with Cypress’ Proprietary Products in United States within five years after termination of this agreement; provided, however, that Cypress acknowledges and agrees that Customer’s Superconducting Technology products do not (and shall not be deemed to) compete with any Cypress’ Proprietary Products, now or in future. (c) Cypress shall take or cause its Affiliates to take whatever action is necessary to convey the license contemplated hereby by such Affiliates. Cypress shall defend, indemnify, and hold harmless Customer and their respective officers, agents, and employees from any losses, liabilities, damages and expenses (including attorneys’ fees) resulting from any third party claim that the Licensed Technology infringes, violates or misappropriates the intellectual property or proprietary rights of any third party. Cypress shall not be so obligated to defend, indemnify, or hold harmless Customer and/or their respective officers, agents, and employees to the extent that any such claim is based upon modification to the Cypress baseline process technology made by or on behalf of Customer. In addition, Company shall defend, indemnify, and hold harmless Cypress and their respective officers, agents, and employees from any losses, liabilities, damages and expenses (including attorneys’ fees) resulting from any third party claim that Company’s process or products infringe, violate or misappropriate the intellectual property or proprietary rights of any third party. Company shall not be so obligated to defend, indemnify, or hold harmless Cypress and/or their respective officers, agents, and employees to the extent that any such claim is based upon modification to the process or product by Cypress. Each party’s indemnity obligations hereunder are conditioned upon the party seeking indemnity providing the indemnifying party (a) prompt written notice of any such claim, (b) sole control over the defense and settlement of any such claim (c) reasonable cooperation, information and assistance, at the indemnifying party’s expense, in the defense of any such claim, and (d) not settling the claim without the prior written approval of the indemnifying party, such approval not to be unreasonably withheld.

License from Cypress. (a) In exchange for a one-time payment of $[*****] by Customer to Cypress, Cypress (on behalf of itself and its Affiliates) hereby grants to Customer a worldwide, non-exclusive, irrevocable and perpetual (except solely as set forth in ARTICLE 12.6Section 12.7), royalty free and paid up right and license, under all Intellectual Property Rights, to use and modify only those steps of the Cypress’ baseline ’s recipes or process technology included in, or in Cypress’s SVTC Standard Recipe Book (“Licensed Technology”) necessary to use or modify, modify Customer’s process technology (or processes) for the manufacture of Customer’s products, (excluding any process recipes or other information included in and unique to Cypress’ Self Aligned Contact module, SONOS Gate modules, and Tungsten Gate modules (as defined in Cypress’ Specifications as of the Effective Date), including any unique equipment configurations and modifications used therein and any unique semiconductor semiconductor, superconductor and/or integrated circuit structures resulting from such module[s] module(s) and any Patent Rights and/or other intellectual property rights encompassing, covering or protecting such unique module[s]module(s), recipes, information, equipment configurations and/or modifications, and structures) (“Licensed Technology”) ), solely for the manufacture of Customer’s Customer products at any location. Subject to the terms and conditions set forth herein, such right and license shall include (i) the right to have Customer products made by third party manufacturers, and (ii) the right to sublicense such rights to third parties solely as a part of a license to such party of a complete Customer process. Except as set forth in this Article, Cypress does not grant to process for the manufacture of a Customer or any Customer Affiliate a license under any Cypress technologyproduct. (b) Notwithstanding any other provision of this Agreement, Customer shall not have a license to make, have made, use, offer to sell, sell, import, export, lease or otherwise dispose of products which compete with Cypress’ Proprietary Products in United States within five years after termination of this agreementProducts; provided, however, that Cypress acknowledges and agrees that Customer’s Superconducting Technology nonvolatile memory products do not (and shall not be deemed to) compete with any Cypress’ Proprietary Products, now or in future. (c) Cypress shall take or cause its Affiliates to take whatever action is necessary to convey the license contemplated hereby by such Affiliates. Cypress shall defend, indemnify, and hold harmless Customer and their respective officers, agents, and employees from any losses, liabilities, damages and expenses (including attorneys’ fees) resulting from any third party claim that the Licensed Technology infringes, violates or misappropriates the intellectual property or proprietary rights of any third party. Cypress shall not be so obligated to defend, indemnify, or hold harmless Customer and/or their respective officers, agents, and employees to the extent that any such claim is based upon modification to the Cypress baseline 0.09um process technology made by or on behalf of Customer. In addition, Company shall defend, indemnify, and hold harmless Cypress and their respective officers, agents, and employees from any losses, liabilities, damages and expenses (including attorneys’ fees) resulting from any third party claim that Company’s process or products infringe, violate or misappropriate the intellectual property or proprietary rights of any third party. Company shall not be so obligated to defend, indemnify, or hold harmless Cypress and/or their respective officers, agents, and employees to the extent that any such claim is based upon modification to the process or product by Cypress. Each party’s indemnity obligations hereunder are conditioned upon the party seeking indemnity providing the indemnifying party (a) prompt written notice of any such claim, (b) sole control over the defense and settlement of any such claim (c) reasonable cooperation, information and assistance, at the indemnifying party’s expense, in the defense of any such claim, and (d) not settling the claim without the prior written approval of the indemnifying party, such approval not to be unreasonably withheld.