Common use of Technology Escrow Clause in Contracts

Technology Escrow. A. In the event during the term of this Agreement Supplier: whether directly or through a successor or affiliate, (a) at any time […***…], or (b) […***…]; and (ii) neither Supplier nor any successor or affiliate or other third party […***…], Supplier hereby grants to Motorola a […***…] right and license (the “Limited License”)[ …***…] under Supplier’s Technology (but only to the extent Supplier has the right, without further action, to grant such Limited License hereunder), to use all such Technology as necessary to make, have made, distribute, maintain, use, market, sell and reproduce all or any portion of the Technology for the purpose of allowing Motorola to exercise its rights under this Agreement, including without limitation, the right to continue to meet demand for the Products and to provide support for the Products and Software. In the event that Motorola exercises this Limited License and makes or has made Products, […***…]. B. Promptly following any Limited License Event, Supplier shall provide to Motorola all of Supplier’s Technology relating to the Products and Software […***…] necessary for Motorola to […***…]. C. It is expressly agreed and acknowledged such information and materials as are provided hereunder by Supplier shall […***…]. D. Supplier shall place into escrow with an independent third party escrow agent[…***…], copies of such portions of Supplier’s Technology necessary to […***…], together with all appropriate supporting materials in its possession […***…] substantially in the form attached hereto as Exhibit G (the “Technology Escrow Agreement”). Motorola shall be permitted to access the escrowed materials only upon the occurrence of […***…]. The fees and expenses of 13 ***Confidential Treatment Requested the escrow agent shall be paid by […***…]. All materials placed in escrow shall be […***…]. Supplier agrees to use best efforts to ensure that the Materials along with any revised or supplemented materials (excluding any documentation relating to any third party software or intellectual property) delivered pursuant to this paragraph […***…]. E. In the event of the occurrence of a Limited License Event, Motorola shall have the right to […***…] and shall set forth in reasonable detail […***…]. The […***…] shall be calculated to include […***…]. Unless, within […***…] after Supplier’s receipt of the […***…], Supplier delivers to Motorola a written statement of objection specifying […***…], setting forth in reasonable detail […***…], the […***…] shall be the […***…]. If Supplier delivers the […***…] within […***…] after the receipt of the […***…], Supplier and Motorola shall negotiate in good faith for a period of […***…] following the delivery of the […***…] to determine the […***…]. If Supplier and Motorola agree on such […***…], such […***…] shall be the […***…]. If, at the end of such […***…] period, Supplier and Motorola have not so determined such […***…], Supplier and Motorola shall have […***…] to select an independent […***…] to determine such […***…]. If the parties do not reach an agreement on the choice of such independent […***…] during such […***…] period, Motorola and Supplier shall request the American Arbitration Association to select an independent […***…] with no material relationship with Supplier or Motorola to act as such independent […***…]. Upon such appointment, Motorola and Supplier shall each promptly provide the expert so selected with (x) its respective proposed […***…], which may be different from the […***…] included in the […***…] and […***…], (y) any documentation each elects to deliver in order to illustrate the basis on which it determined […***…] and (z) any additional information reasonably requested by such expert. Within […***…] days after initial receipt of the […***…] and related documentation, such expert shall make its decision as to the […***…]. The expert shall be required to select […***…]. The decision of the expert shall be final and binding upon Motorola and Supplier. The expenses of the expert shall be borne […***…]. Notwithstanding this Section E, […***…]. F. If, at any point following the release of materials from escrow, Supplier or its successor, affiliate or other third party can reasonably demonstrate […***…], then Motorola shall allow […***…] and Motorola shall immediately […***…].

Technology Escrow. A. In the event during the term of this Agreement Supplier: whether directly or through a successor or affiliate, (a) at any time […***…], or (b) […***…]; and (ii) neither Supplier nor any successor or affiliate or other third party […***…], Supplier hereby grants to Motorola a […***…] right and license (the “Limited License”)[ …***…] under Supplier’s Technology (but only to the extent Supplier has the right, without further action, to grant such Limited License hereunder), to use all such Technology as necessary to make, have made, distribute, maintain, use, market, sell and reproduce all or any portion of the Technology for the purpose of allowing Motorola to exercise its rights under this Agreement, including without limitation, the right to continue to meet demand for the Products and to provide support for the Products and Software. In the event that Motorola exercises this Limited License and makes or has made Products, […***…]. B. Promptly following any Limited License Event, Supplier shall provide to Motorola all of Supplier’s Technology relating to the Products and Software […***…] necessary for Motorola to […***…]. C. It is expressly agreed and acknowledged such information and materials as are provided hereunder by Supplier shall […***…]. D. Supplier shall place into escrow with an independent third party escrow agent[…***…], copies of such portions of Supplier’s Technology necessary to […***…], together with all appropriate supporting materials in its possession […***…] substantially in the form attached hereto as Exhibit G (the “Technology Escrow Agreement”). Motorola shall be permitted to access the escrowed materials only upon the occurrence of […***…]. The fees and expenses of 13 ***Confidential Treatment Requested ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 the escrow agent shall be paid by […***…]. All materials placed in escrow shall be […***…]. Supplier agrees to use best efforts to ensure that the Materials along with any revised or supplemented materials (excluding any documentation relating to any third party software or intellectual property) delivered pursuant to this paragraph […***…]. E. In the event of the occurrence of a Limited License Event, Motorola shall have the right to […***…] and shall set forth in reasonable detail […***…]. The […***…] shall be calculated to include […***…]. Unless, within […***…] after Supplier’s receipt of the […***…], Supplier delivers to Motorola a written statement of objection specifying […***…], setting forth in reasonable detail […***…], the […***…] shall be the […***…]. If Supplier delivers the […***…] within […***…] after the receipt of the […***…], Supplier and Motorola shall negotiate in good faith for a period of […***…] following the delivery of the […***…] to determine the […***…]. If Supplier and Motorola agree on such […***…], such […***…] shall be the […***…]. If, at the end of such […***…] period, Supplier and Motorola have not so determined such […***…], Supplier and Motorola shall have […***…] to select an independent […***…] to determine such […***…]. If the parties do not reach an agreement on the choice of such independent […***…] during such […***…] period, Motorola and Supplier shall request the American Arbitration Association to select an independent […***…] with no material relationship with Supplier or Motorola to act as such independent […***…]. Upon such appointment, Motorola and Supplier shall each promptly provide the expert so selected with (x) its respective proposed […***…], which may be different from the […***…] included in the […***…] and […***…], (y) any documentation each elects to deliver in order to illustrate the basis on which it determined […***…] and (z) any additional information reasonably requested by such expert. Within […***…] days after initial receipt of the […***…] and related documentation, such expert shall make its decision as to the […***…]. The expert shall be required to select […***…]. The decision of the expert shall be final and binding upon Motorola and Supplier. The expenses of the expert shall be borne […***…]. Notwithstanding this Section E, […***…]. F. If, at any point following the release of materials from escrow, Supplier or its successor, affiliate or other third party can reasonably demonstrate […***…], then Motorola shall allow […***…] and Motorola shall immediately […***…].

Technology Escrow. A. In the event during the term of this Agreement Supplier: whether directly or through a successor or affiliate, (a) at any time […***…]ceases to conduct its business or to offer the Products and/or Software to Motorola, or (b) […***…]files for bankruptcy, dissolution or liquidation and such filing is not dismissed or effectively revoked within ninety (90) days; and (ii) neither Supplier nor any successor or affiliate or other third party […***…]assumes and/or duly performs Supplier’s obligations under this Agreement (together, a “Limited License Event”), Supplier hereby grants to Motorola a […***…] right and license (the “Limited License”)[ , […***…] ], under Supplier’s Technology (but only to the extent Supplier has the right, without further action, to grant such Limited License hereunder), to use all such Technology as necessary to make, have made, distribute, maintain, use, market, sell and reproduce all or any portion of the Technology for the purpose of allowing Motorola to exercise its rights under this Agreement, including without limitation, the right to continue to meet demand for the Products and to provide support for the Products and Software. In the event that Motorola exercises this Limited License and makes or has made Products, […***…]Motorola shall pay to Entropic a per unit royalty (the “Unit Royalty”). The price of such Unit Royalty shall be determined as set for below in Section 20(E). B. Promptly following any Limited License Event, Supplier shall provide to Motorola all of Supplier’s Technology relating to the Products and Software […***…] necessary for Motorola to (excluding […***…]; provided that the escrow materials shall include a list of […***…]) necessary for Motorola to exercise its rights under Section 20(A) or Motorola shall otherwise have the right to obtain the release of the relevant Supplier Technology from the escrow agent under the Technology Escrow Agreement described in Section 20(D). C. It is expressly agreed and acknowledged such information and materials as are provided hereunder by Supplier shall […***…]remain the proprietary and confidential property of Supplier, the use and disclosure of which shall at all times be subject to Section 14, subject to the Limited License granted herein. D. Supplier shall place into escrow with an independent third party escrow agent, […***…], copies of such portions of Supplier’s Technology necessary to […***…]allow Motorola to fully take advantage of the Limited License granted in Section 20(A), including all of Supplier’s enhancements and modifications thereto, together with all appropriate supporting materials in its possession or which Supplier can obtain without unreasonable cost or effort, including a list of […***…] ], pursuant to a separate escrow agreement substantially in the form attached hereto as Exhibit G (the “Technology Escrow Agreement”). Motorola shall be permitted to access the escrowed materials only upon the occurrence of […***…]one of the events listed in Section 20(A). The fees and expenses of 13 ***Confidential Treatment Requested the escrow agent shall be paid by […***…]. All materials placed in escrow shall be […***…]. Supplier agrees to use best efforts to ensure that the Materials along with any revised or supplemented materials (excluding any documentation relating to any third party software or intellectual property) delivered pursuant to this paragraph […***…].. 14 ***Confidential Treatment Requested E. In the event of the occurrence of a Limited License Event, Motorola shall have the right to […***…] deliver to Supplier Motorola’s good faith estimate of the fair price for the Unit Royalty (the “Motorola Fair Price”) and shall set forth in reasonable detail […***…]its calculation of such fair price. The […***…] Motorola Fair Price shall be calculated to include […***…]. Unless, within […***…] after Supplier’s receipt of the […***…]Motorola Fair Price, Supplier delivers to Motorola a written statement of objection specifying […***…]Supplier’s good faith estimate of such fair price (the “Supplier Fair Price”), setting forth in reasonable detail […***…]its calculation of such fair price, the […***…] Motorola Fair Price shall be the […***…]price for the Unit Royalty. If Supplier delivers the […***…] Supplier Fair Price within […***…] after the receipt of the […***…]Motorola Fair Price, Supplier and Motorola shall negotiate in good faith for a period of […***…] following the delivery of the […***…] Supplier Fair Price to determine the […***…]fair price of the Unit Royalty. If Supplier and Motorola agree on such […***…]fair price, such […***…] agreed price shall be the […***…]price for the Unit Royalty. If, at the end of such […***…] period, Supplier and Motorola have not so determined such […***…]fair price, Supplier and Motorola shall have […***…] to select an independent […***…] valuation expert experienced in valuing such a royalty to determine such […***…]fair price. If the parties do not reach an agreement on the choice of such independent […***…] valuation expert during such […***…] period, Motorola and Supplier shall request the American Arbitration Association to select an independent […***…] valuation expert with no material relationship with Supplier or Motorola to act as such independent […***…]valuation expert. Upon such appointment, Motorola and Supplier shall each promptly provide the expert so selected with (x) its respective proposed […***…]fair price, which may be different from the […***…] fair prices included in the […***…] Motorola Fair Price and […***…]Supplier Fair Price, (y) any documentation each elects to deliver in order to illustrate the basis on which it determined […***…] its proposed fair price and (z) any additional information reasonably requested by such expert. Within […***…] days after initial receipt of the […***…] proposed values and related documentation, such expert shall make its decision as to the […***…]fair price for the Unit Royalty. The expert shall be required to select […***…]one of the two proposed valuations as the fair price or a fair price in between. The decision of the expert shall be final and binding upon Motorola and Supplier. The expenses of the expert shall be borne […***…]. Notwithstanding this Section E, […***…]Motorola shall have the right to exercise its Limited License during this period. F. If, at any point following the release of materials from escrow, Supplier or its successor, affiliate or other third party can reasonably demonstrate to Motorola that such party can […***…], then Motorola shall allow such party to […***…] and Motorola shall immediately […***…].