Common use of Other Software Clause in Contracts

Other Software. The license of Other Software will be agreed upon by the Parties pursuant to the Change Control Procedures, as a Special Project, or as part of the Annual Budget Process. At such time, the Parties will agree whether the Other Software will be licensed by Fujitsu and sublicensed to Spansion, or whether Spansion will obtain the license to the Other Software directly with sufficient rights for Fujitsu to use the Other Software on Spansion’s behalf. If licensed by Fujitsu, Spansion will bear any associated license and maintenance fees as either a Pass-Through Expense or as part of the Fujitsu internal Fees, except to the extent already included as a Fujitsu internal Fee or Pass-Through Expense, in which case Fujitsu shall itself bear such expense and not charge Spansion therefor. In the event Spansion must pay license fees for Other Software directly, and such fees are included in the Fujitsu internal Fees or Pass-Through Expenses, Fujitsu shall reimburse Spansion for such amount, due within ninety (90) days of Spansion’s notification to Fujitsu thereof. The foregoing shall not apply to Software licensed to Spansion under a Statement of Work attached hereto as of the Amendment Date.

Other Software. The license of Other Software will be agreed upon by the Parties pursuant to the Change Control Procedures, as a Special Project, or as part of the Annual Budget Process. At such time, the Parties will agree whether the Other Software will be licensed by Fujitsu and sublicensed to Spansion, or whether Spansion will obtain the license to the Other Software directly with sufficient rights for Fujitsu to use the Other Software on Spansion’s behalf. If licensed by Fujitsu, Spansion will bear any associated license and maintenance fees as either a Pass-Through Expense or as part of the Fujitsu internal Fees, except to the extent already included as a Fujitsu internal Fee or Pass-Through Expense, in which case Fujitsu shall itself bear such expense and not charge Spansion therefor. In the event Spansion must pay license fees for Other Software directly, and such fees are included in the Fujitsu internal Fees or Pass-Through Expenses, Fujitsu shall reimburse Spansion for such amount, due within ninety (90) days of Spansion’s notification to Fujitsu thereof. The foregoing shall not apply to Software licensed to Spansion under a Statement of Work attached hereto as of the Amendment Date.