Common use of Software Licenses Clause in Contracts

Software Licenses. 3.01 Seller hereby grants to Buyer a fully paid-up, royalty-free worldwide, irrevocable (subject to Article VIII), non-transferable (except as provided in Article IX) and nonexclusive license to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct or operation of the Wireless Networking Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase Agreement) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license as of the Effective Date including, without limitation, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the Wireless Networking Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Wireless Networking Business. 3.02 Seller agrees to deliver to Buyer, within 30 days of Closing, complete and useable copies of the Licensed Software and any related documentation. To Seller's knowledge, all of the Licensed Software will, at Closing, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software or documentation not delivered to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver the Licensed Software. 3.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, after the Closing Date, within the ORiNOCO Business or in the possession of the ORiNOCO Business, and that Seller may require certain access to or copies of the Assigned Software and Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Date. To that end, Buyer agrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's written request, copies of any portion of the Assigned Software and Licensed Software necessary for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Software and Licensed Software shall be borne by Seller.

Software Licenses. 3.01 Seller hereby grants to Buyer a fully paid-up, royalty-free worldwide, irrevocable (subject to Article VIII)irrevocable, non-transferable (except as provided in Article IXX) and nonexclusive license to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct or operation of the Wireless Networking CATV Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase AgreementArticle VI herein) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license as of the Effective Date including, without limitation, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the Wireless Networking CATV Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Wireless Networking CATV Business. 3.02 Seller agrees to deliver to Buyer, within 30 days of Closing, complete and useable copies of the Licensed Software and any related documentation. To Seller's knowledge, all of the Licensed Software will, at Closing, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software or documentation not delivered to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver the Licensed Software. 3.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, after the Closing Date, within the ORiNOCO CATV Business or in the possession of the ORiNOCO CATV Business, and that Seller may require certain access to or copies of the Assigned Software and Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Date. To that end, Buyer agrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's written request, copies of any portion of the Assigned Software and Licensed Software necessary for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Software and Licensed Software shall be borne by Seller.

Software Licenses. 3.01 Seller hereby grants to Buyer a fully paid-up, royalty-free royalty free, worldwide, irrevocable (subject to Article VIII)perpetual, irrevocable, non-terminable, non-transferable (except as provided in Article IXXIII) and nonexclusive license to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct Licensed Field, including the manufacture (or operation having manufactured), use, sale, offer for sale, lease and importation of FPGA/FPSC Products and any other products within the Wireless Networking BusinessLicensed Field, under any and all copyright, trade secret and other intellectual property Intellectual Property rights (other than patent Patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase AgreementArticles VI and VII) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license without cost to Seller (subject to Section 14.04) as of the Effective Date Date, including, without limitation, the right (i) to modify and create Derivative Works of such Licensed Software, (ii) to reproduce the Code of and Documentation for such Licensed Software; , (iiiii) to sellcombine the Licensed Software and Derivative Works therefrom with other software or hardware in the Licensed Field, leaseand (iv) otherwise to use, sublicense copy, distribute, perform and display the Licensed Software and Derivative Works thereof in the Licensed Field. The foregoing license shall be sublicensable (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorizationauthorization (subject to Section 14.04)) by Buyer to its customers, distributors, consultants, developers and suppliers and to any of the Related Companies of Buyer or otherwise transfer its successors solely for use in the Licensed Field including with FPGA/FPSC Products and any other product within the Licensed Field, made by or for, used, sold, offered for sale, leased or imported by Buyer. 3.02 Seller shall cause the Business Employees to deliver to Buyer copies of the Licensed Software in all forms and Derivative Works therefrom, media in whole or in part for use within the scope of the Wireless Networking Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Wireless Networking Business. 3.02 Seller agrees to deliver to Buyer, within 30 days of Closing, complete and useable copies of the Licensed Software and any related documentationwhich such Code exists. To Seller's Agere’s knowledge, all of the Licensed Software will, at Closing, be included already is in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employeessuch employees. Notwithstanding the foregoingHowever, Seller Agere agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components missing parts of the Licensed Software or documentation not delivered Software. All costs of copying, preparing for delivery, and delivering Code to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver the Licensed Softwarehereunder shall be borne by Agere. 3.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, prior to or after the Closing Date, within the ORiNOCO FPGA/FPSC Business or in the possession of the ORiNOCO FPGA/FPSC Business, and that Seller Agere may require certain access to or copies of the Assigned Software and Licensed Software for procurement purposes or other purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller Agere prior to the Closing Date. To that end, Buyer agrees, upon receiving a written request from Agere within the earlier of (i) ninety (90) days after Buyer ceases using Seller’s corporate intranet and (ii) one (1) year from the Closing Date, to provide, within a commercially reasonable amount of time after receipt of Seller's Agere’s written request, copies of any portion of the Assigned Software and Licensed Software necessary for Seller belonging to or licensed to Agere or one of its Related Companies to exercise its the rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Software and Licensed Software shall be borne by Agere. 3.04 For a period of three (3) years from the Closing Date, neither Seller, any Related Company of Seller, nor any of their respective successors shall directly or indirectly license any Licensed Software constituting an IP Core listed in Appendix C or K to (A) Actel Corporation, Xilinx, Inc., Altera Corporation or any of their respective Affiliates or successors, or (B) any third party which combines an IP Core (hard core and/or soft core based upon or consisting of Licensed Software) listed in Appendix C or K with a Semiconductive Device of Actel Corporation, Xilinx, Inc., Altera Corporation or any of their respective Affiliates or successors for resale as either (i) a stand-alone Semiconductive Device that is provided with such IP Core consisting of Licensed Software (i.e., a soft core) or (ii) a stand-alone Semiconductive Device that includes such IP Core (i.e., a hard core). 3.05 As between the Parties, all Derivative Works and improvements to any Code created by or for a Party shall be exclusively owned by such Party subject to the rights, if any, that the other Party may have in the Code or Information from which such Derivative Work or improvement was derived.

Software Licenses. 3.01 Seller hereby grants to Buyer a fully paid-up, royalty-free worldwide, irrevocable (subject to Article VIIIX), non-transferable (except as provided in Article IXXI) and nonexclusive license to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct or operation of the Wireless Networking Optoelectronics Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase AgreementArticles VI and VII herein) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license as of the Effective Date including, without limitationbut not limited to, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the Wireless Networking Optoelectronics Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Wireless Networking Optoelectronics Business. 3.02 Seller agrees to deliver to Buyer, within 30 days of Closingthe Effective Date, complete and useable copies of the Licensed Software and any related documentationDocumentation and Code. To Seller's ’s knowledge, all of the Licensed Software will, at Closingas of the Effective Date, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software or documentation Software, Documentation and Code not delivered to Buyer at Closingas of the Effective Date. Buyer agrees that the previous sentence provides Buyer's ’s sole remedy for Seller's ’s failure to deliver the Licensed Software. 3.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, after the Closing Effective Date, within the ORiNOCO Optoelectronics Business or in the possession of the ORiNOCO Optoelectronics Business, and that Seller may require certain access to or copies of the Assigned Software and Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Effective Date. To that end, Buyer agrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's ’s written request, copies of any portion of the Assigned Software and Licensed Software necessary Software, in the form such software was delivered from Seller to Buyer as of the Effective Date, in order for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Software and Licensed Software shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the Licensed Software, and is specifically enforceable.

Software Licenses. 3.01 2.01 Seller hereby grants to Buyer a fully paid-up, royalty-free free, worldwide, perpetual irrevocable (subject to Article VIII), VII) and non-transferable (except as provided in Article IXVIII) and nonexclusive license the (“Software License”) to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct or operation of the Wireless Networking Optoelectronics Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase AgreementArticle IV herein) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license as of the Effective Date including, without limitationbut not limited to, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the Wireless Networking Optoelectronics Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Wireless Networking Optoelectronics Business. The Software License shall remain exclusive for a period of three (3) years from the Effective Date after which the Software License shall become non-exclusive. 3.02 2.02 Seller agrees to deliver to Buyer, within 30 thirty (30) days of Closingthe Effective Date, complete and useable copies of the Licensed Software and any related documentationDocumentation and Code. To Seller's ’s knowledge, all of the Licensed Software will, at Closingas of the Effective Date, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software or documentation Software, Documentation and Code not delivered to Buyer at Closingas of the Effective Date. Buyer agrees that the previous sentence provides sentences provide Buyer's ’s sole remedy for Seller's ’s failure to deliver the Licensed Software, and is specifically enforceable. 3.03 2.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, after the Closing Effective Date, within the ORiNOCO Optoelectronics Business or in the possession of the ORiNOCO Optoelectronics Business, and that Seller may require certain access to or copies of the Assigned Software and Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Effective Date. To that end, Buyer agreesagrees for a period of six months following the Effective Date, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's ’s written request, copies of any portion of the Assigned Software and Licensed Software necessary Software, in the form such software was delivered from Seller to Buyer as of the Effective Date, in order for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Software and Licensed Software shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the Licensed Software, and is specifically enforceable.

Software Licenses. 3.01 Seller Title to any software included with the Products remains with the author or its licensors. Whenever the Products described in this Agreement shall involve software, CPF hereby grants to Buyer Reseller during the term of this Agreement a fully paidnon-up, royaltyexclusive license to (i) resell such software to End-free worldwide, irrevocable (Users subject to Article VIII)the terms of the end-user license agreement applicable to such software; and (ii) use the software for the purpose of demonstrating the software so long as Reseller at all times retain possession of the software. Reseller shall not, nondirectly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the software; (ii) encumber, time-transferable share, rent or lease or assign the rights in or to the software; (iii) adapt, translate, or otherwise modify any software, except as provided permitted under the terms of this Agreement or (iv) remove or disable any end user license agreement(s) contained on the Products or shipped by CPF with the Products. The permitted uses specified above are the only uses Reseller may make of the software. This Agreement shall not be interpreted to provide Reseller with any right to the software or any other intellectual property of the author or its licensors , other than as expressly set forth herein, as all rights to the software and any other intellectual property of the author or its licensors not expressly granted to Reseller under this Agreement are reserved by the author or its licensors. Reseller acknowledges that no title or ownership of the proprietary rights to any software is transferred by virtue of this Agreement, notwithstanding the use of terms such as purchase, sale or the like within this Agreement. Reseller acknowledges that any and all of the copyright, patents, design rights, trademarks, domain names, logos, get ups, trade secrets, confidential information, all rights in Article IXcomputer software and data, databases, inventions or utility model rights and know-how (whether registered or unregistered) and nonexclusive license to use, copy, sublicense and distribute together with all other rights of a similar nature howsoever arising anywhere in the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software world in connection with the conduct or operation Products are and shall remain the property of the Wireless Networking Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Exhibit B-2 to the Asset Purchase Agreement) in the Licensed Software owned by Seller owner or its Related Companies licensors and Reseller shall not at any time during or after the expiry or termination of this Agreement in which Seller any way question or dispute ownership thereof by the owners or its Related Companies have a right to license as of the Effective Date including, without limitation, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the Wireless Networking Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Wireless Networking Businesslicensors. 3.02 Seller agrees to deliver to Buyer, within 30 days of Closing, complete and useable copies of the Licensed Software and any related documentation. To Seller's knowledge, all of the Licensed Software will, at Closing, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software or documentation not delivered to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver the Licensed Software. 3.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, after the Closing Date, within the ORiNOCO Business or in the possession of the ORiNOCO Business, and that Seller may require certain access to or copies of the Assigned Software and Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Closing Date. To that end, Buyer agrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller's written request, copies of any portion of the Assigned Software and Licensed Software necessary for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Software and Licensed Software shall be borne by Seller.