Common use of Additional Necessary Licensed IP Clause in Contracts

Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGI, on behalf of itself and the Transferring Entities, hereby grants to Ceva, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGI. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGI. Such Additional Necessary Licensed IP, if any, will be identified by Ceva during the two (2) year period commencing on the Effective Date, and DSPGI shall, from time to time upon the request of Ceva during such two (2) year period and without further consideration, deliver to Ceva, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGI has not previously delivered to Ceva pursuant to this Agreement. (b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGI, DSPGI, on behalf of itself and the Transferring Entities, hereby grants to Ceva, its successors and assigns, and its and their current and future Affiliates, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to make, use and sell such Existing Cores and Other Transferable IP (provided that (i) any sublicense to Ceva, its successors and assigns, and its and their current and future Affiliates of any patents licensed to the Transferring Entities shall be subject to any restrictions and other terms and conditions of the license to the Transferring Entities or under which the Transferring Entities have the right to grant such sublicense and, without limitation of the generality of the foregoing, shall be subject to Ceva’s making any payments required by the sublicense or the exercise of rights thereunder, and (ii) Ceva, its successors and assigns, and its and their current and future Affiliates indemnify and hold harmless (and shall indemnify and hold harmless) the Transferring Entities from any damages or other liabilities resulting from or relating to any breach of any terms and conditions of the license or sublicense by Ceva, its successors and assigns, and its and their current and future Affiliates).

Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGIDSPGL, on behalf of itself and the Transferring Entities, hereby grants to CevaCorage, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGIDSPGL. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGIDSPGL. Such Additional Necessary Licensed IP, if any, will be identified by Ceva Corage during the two (2) year period commencing on the Effective Date, and DSPGI DSPGL shall, from time to time upon the request of Ceva Corage during such two (2) year period and without further consideration, deliver to CevaCorage, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGI DSPGL has not previously delivered to Ceva Corage pursuant to this Agreement. (b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGIDSPGL, DSPGIDSPGL, on behalf of itself and the Transferring Entities, hereby grants to CevaCorage, its successors and assigns, and its and their current and future Affiliates, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to make, use and sell such Existing Cores and Other Transferable IP (provided that (i) any sublicense to CevaCorage, its successors and assigns, and its and their current and future Affiliates of any patents licensed to the Transferring Entities shall be subject to any restrictions and other terms and conditions of the license to the Transferring Entities or under which the Transferring Entities have the right to grant such sublicense and, without limitation of the generality of the foregoing, shall be subject to CevaCorage’s making any payments required by the sublicense or the exercise of rights thereunder, and (ii) CevaCorage, its successors and assigns, and its and their current and future Affiliates indemnify and hold harmless (and shall indemnify and hold harmless) the Transferring Entities from any damages or other liabilities resulting from or relating to any breach of any terms and conditions of the license or sublicense by CevaCorage, its successors and assigns, and its and their current and future Affiliates).

Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGI, on behalf of itself and the Transferring Entities, hereby grants to Ceva, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGI. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGI. Such Additional Necessary Licensed IP, if any, will be identified by Ceva during the two (2) year period commencing on the Effective Date, and DSPGI shall, from time to time upon the request of Ceva during such two (2) year period and without further consideration, deliver to Ceva, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGI has not previously delivered to Ceva pursuant to this Agreement. (b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGI, DSPGI, on behalf of itself and the Transferring Entities, hereby grants to Ceva, its successors and assigns, and its and their current and future Affiliates, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to make, use and sell such Existing Cores and Other Transferable IP (provided that (i) any sublicense to Ceva, its successors and assigns, and its and their current and future Affiliates of any patents licensed to the Transferring Entities shall be subject to any restrictions and other terms and conditions of the license to the Transferring Entities or under which the Transferring Entities have the right to grant such sublicense and, without limitation of the generality of the foregoing, shall be subject to Ceva’s 's making any payments required by the sublicense or the exercise of rights thereunder, and (ii) Ceva, its successors and assigns, and its and their current and future Affiliates indemnify and hold harmless (and shall indemnify and hold harmless) the Transferring Entities from any damages or other liabilities resulting from or relating to any breach of any terms and conditions of the license or sublicense by Ceva, its successors and assigns, and its and their current and future Affiliates).

Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGIDSPGL, on behalf of itself and the Transferring Entities, hereby grants to CevaCorage, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGIDSPGL. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGIDSPGL. Such Additional Necessary Licensed IP, if any, will be identified by Ceva Corage during the two (2) year period commencing on the Effective Date, and DSPGI DSPGL shall, from time to time upon the request of Ceva Corage during such two (2) year period and without further consideration, deliver to CevaCorage, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGI DSPGL has not previously delivered to Ceva Corage pursuant to this Agreement. (b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGIDSPGL, DSPGIDSPGL, on behalf of itself and the Transferring Entities, hereby grants to CevaCorage, its successors and assigns, and its and their current and future Affiliates, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to make, use and sell such Existing Cores and Other Transferable IP (provided that (i) any sublicense to CevaCorage, its successors and assigns, and its and their current and future Affiliates of any patents licensed to the Transferring Entities shall be subject to any restrictions and other terms and conditions of the license to the Transferring Entities or under which the Transferring Entities have the right to grant such sublicense and, without limitation of the generality of the foregoing, shall be subject to Ceva’s Corage's making any payments required by the sublicense or the exercise of rights thereunder, and (ii) CevaCorage, its successors and assigns, and its and their current and future Affiliates indemnify and hold harmless (and shall indemnify and hold harmless) the Transferring Entities from any damages or other liabilities resulting from or relating to any breach of any terms and conditions of the license or sublicense by CevaCorage, its successors and assigns, and its and their current and future Affiliates).

Additional Necessary Licensed IP. (a) To the extent, if any, that there is any Additional Necessary Licensed IP (e.g., development tools necessary for implementing the Existing Cores), DSPGI, on behalf of itself and the Transferring Entities, hereby grants to Ceva, its successors and assigns, and its and their current and future Affiliates a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license, under the intellectual property rights of the Transferring Entities in and to such Additional Necessary Licensed IP, to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit such Additional Necessary Licensed IP to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGI. Such right and license includes (i) the right to disclose such Additional Necessary Licensed IP, provided that such disclosure is in accordance with the confidentiality obligations set forth in this Agreement, and (ii) the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of all or any of the foregoing rights, in each case, to the extent necessary to continue operating the Licensing Business as currently conducted and currently contemplated to be conducted by the licensing division of DSPGI. Such Additional Necessary Licensed IP, if any, will be identified by Ceva during the two (2) year period commencing on the Effective Date, and DSPGI shall, from time to time upon the request of Ceva during such two (2) year period and without further consideration, deliver to Ceva, as applicable, copies of any tangible embodiments of any such Additional Necessary Licensed IP which DSPGI has not previously delivered to Ceva pursuant to this Agreement. . (b) In addition, to the extent, if any, that any patents owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date or any patents issuing in respect of applications owned or licensed (with the right to sublicense) by the Transferring Entities as of the Effective Date are necessary to the continued development, distribution and licensing of the Existing Cores and Other Transferable Licensing IP as currently carried out and currently contemplated to be carried out by the licensing division of DSPGI, DSPGI, on behalf of itself and the Transferring Entities, hereby grants to Ceva, its successors and assigns, and its and their current and future Affiliates, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to make, use and sell such Existing Cores and Other Transferable IP (provided that (i) any sublicense to Ceva, its successors and assigns, and its and their current and future Affiliates of any patents licensed to the Transferring Entities shall be subject to any restrictions and other terms and conditions of the license to the Transferring Entities or under which the Transferring Entities have the right to grant such sublicense and, without limitation of the generality of the foregoing, shall be subject to Ceva’s making any payments required by the sublicense or the exercise of rights thereunder, and (ii) Ceva, its successors and assigns, and its and their current and future Affiliates indemnify and hold harmless (and shall indemnify and hold harmless) the Transferring Entities from any damages or other liabilities resulting from or relating to any breach of any terms and conditions of the license or sublicense by Ceva, its successors and assigns, and its and their current and future Affiliates).