By Broadcom Sample Clauses

By Broadcom. As between the parties, Broadcom will retain all right, title and interest, including all Intellectual Property Rights, in and to the Transferred Technology, in and to any Improvements to the Transferred Technology made by or for Broadcom or its Affiliates, and in and to any Improvements to any of the Retained Technology hereunder made by or for Broadcom or its Subsidiaries in the exercise of the licenses granted to Broadcom and its Subsidiaries hereunder, subject only to (a) the ownership of AMD and its Affiliates in the underlying Retained Technology, Retained Patents and Retained Intellectual Property Rights and (b) the licenses granted hereunder. Unless otherwise agreed by the parties in writing, Broadcom has no obligation to disclose or license to AMD any Improvements to the Transferred Technology or to the Retained Technology, or to any Intellectual Property Rights in, or to any Improvements to, the Transferred Technology or the Retained Technology, made by or for Broadcom or its Affiliates.
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By Broadcom. Subject to Broadcom’s timely receipt of, and in partial consideration of the Release and License Fee, Broadcom, on behalf of itself and its Affiliates, hereby irrevocably releases Emulex and its Affiliates, and their respective officers, agents, servants, employees, and attorneys, and Emulex and its Affiliates’ distributors, customers, suppliers (only for components of Licensed Products supplied to Emulex or its Affiliates), and end users from any and all causes of action, actions, judgments, indebtedness, damages, losses, claims, demands, costs, expenses, attorneys’ fees and liabilities of any nature whatsoever, whether known or unknown, suspected or unsuspected, for infringement (whether direct, contributory, inducement of infringement, or otherwise) of any Licensed Patents that arose prior to the Effective Date, solely if and to the extent: (a) such infringing activity would have been licensed under this Agreement if the license granted under Section 2.1 of this Agreement had been in existence at the time of the infringing activity (i.e., solely with respect to the Licensed Products and subject to all of the restrictions set forth in Section 2 hereof) or (b) the alleged infringement arises from the making, use, sale, offer for sale, import, or export of the [**] Products. The foregoing release is limited to the Licensed Patents. The foregoing release does not extend to any Emulex Product capable of processing Ethernet communications that is used as a server-based device that sends requests to storage devices or other servers, [**]. For the avoidance of doubt, the foregoing release of Emulex suppliers does not apply to, and Broadcom is not restricted from taking any action regarding, any such supplier making, having made, selling, offering for sale, using or importing any product that is not incorporated within a Licensed Product.
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By Broadcom. Broadcom hereby represents and warrants to Qualcomm as follows: (a) Broadcom Corporation: (i) is a duly organized corporation in good standing under the laws of the State of California; (ii) has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; and (iii) will ensure that all of its Subsidiaries comply with this Agreement; (b) the execution and delivery of this Agreement have been duly authorized by all requisite corporate action on the part of Broadcom Corporation; (c) no payment of consideration to any Third Party is required for the releases and covenants not to Assert granted with respect to (i) any Broadcom Patent owned by Broadcom or any of its Subsidiaries as of the Effective Date or (ii) any Broadcom Patent containing Essential Patent Claims that is owned by Broadcom (or any Subsidiary of Broadcom) as of the Effective Date or that Broadcom (or any Subsidiary of Broadcom) has, as of the Effective Date, the right to grant a non-Assert covenant to Qualcomm as set forth herein; (d) Broadcom has no Affiliate (other than its Subsidiaries) that owns or controls any Patents as of the Effective Date; (e) neither Broadcom nor any of its Subsidiaries has entered into any agreement or arrangement as of the Effective Date under which it has assigned or otherwise transferred Patents to a Third Party for the enforcement or licensing of such Patents at the direction or for the benefit of Broadcom or any of its Subsidiaries; (f) neither Broadcom nor any of its Subsidiaries has assigned or otherwise transferred to any Third Party any causes of action, damages, or other remedies against Qualcomm or any of its Subsidiaries in the U.S. Litigation; (g) the Broadcom Patents include all Patents that have ever been Asserted in Litigation by Broadcom against Qualcomm or any of its Subsidiaries; and (h) neither Broadcom nor any of its Subsidiaries has assigned or otherwise transferred its rights to any Patents in the six (6) month period prior to the Effective Date which would otherwise qualify as Broadcom Patents in the absence of such assignment or transfer.
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By Broadcom. As between the parties, Broadcom will retain all right, title and interest, including all Intellectual Property Rights, in and to any Improvements to the AMD Technology made by or for Broadcom or its Subsidiaries (other than Improvements to the AMD Technology made by AMD pursuant to the Transition Services Agreement) in the exercise of the licenses granted to Broadcom and its Subsidiaries hereunder, subject only to the ownership of AMD and its Affiliates in the underlying AMD Technology, and AMD Intellectual Property Rights. Unless otherwise agreed by the parties in writing, Broadcom has no obligation to disclose or license to [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION AMD AND BROADCOM CONFIDENTIAL AMD any Improvements to the AMD Technology, or to any Intellectual Property Rights in or to any Improvements to the AMD Technology, made by or for Broadcom or its Subsidiaries, but Broadcom acknowledges the covenant not to ▇▇▇ specified in Section 3.4.
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By Broadcom. As between the parties, Broadcom will retain all right, title and interest, including all Intellectual Property Rights, in and to any Improvements to the AMD Technology made by or for Broadcom or its Subsidiaries (other than Improvements to the AMD Technology made by AMD pursuant to the Transition Services Agreement) in the exercise of the licenses granted to Broadcom and its Subsidiaries hereunder, subject only to the ownership of AMD and its Affiliates in the underlying AMD Technology, and AMD Intellectual Property Rights. Unless otherwise agreed by the parties in writing, Broadcom has no obligation to disclose or license to AMD any Improvements to the AMD Technology, or to any Intellectual Property Rights in or to any Improvements to the AMD Technology, made by or for Broadcom or its Subsidiaries, but Broadcom acknowledges the covenant not to ▇▇▇ specified in Section 3.4.
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