Common use of Settlement and Release Clause in Contracts

Settlement and Release. 2.1 The Parties agree to dismiss with prejudice the Litigation. Each Party shall pay its own attorney fees, expenses, expert fees, and costs incurred as a result of the Litigation. No later than (3) three days after the Settlement Date, the Parties shall execute and file a stipulation and order in the form set forth in Exhibit A dismissing with prejudice all claims, affirmative defenses, and any counterclaims in the Litigation. The Parties shall proceed promptly with any and all additional procedures needed or necessary to dismiss with prejudice the Litigation. Microsemi represents and warrants that it has the right, power and authority to cause its counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice, grant all of the releases and covenants to MPS as set forth herein and otherwise comply with all Microsemi’s obligations under this Agreement. Likewise, MPS represents and warrants that it has the right, power and authority to cause its counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all MPS’s obligations under this Agreement. 2.2 Microsemi and its Affiliates release MPS and its Affiliates from any and all Claims (and liability) for any alleged past infringement of the Microsemi Patents. Microsemi further agrees that it and its Affiliates will not assert and, do release, any Claims for past infringement of the Microsemi Patents against MPS and its Affiliates or its or their direct or indirect customers, end users, agents, suppliers or distributors for use, manufacture, having manufactured, importation, offer for sale, sale or other distribution of any products that were sold prior to the Settlement Date of this Agreement by or on behalf of MPS or its Affiliates, its or their customers, end users, agents, licensees, suppliers or distributors. 2.3 Microsemi and MPS and their respective Affiliates irrevocably and perpetually release and waive worldwide any and all Claims pled in the Litigation and any and all Claims that are compulsory thereto against each other and each of the other’s Affiliates or their respective directors, officers, employees or agents. Each party and its respective Affiliates expressly waives any rights or benefits available to it in any capacity under the provisions of Section 1542 of the California Civil Code and of any similar statute, law, regulation, principle of judicial interpretation or other rule (of California or any other jurisdiction). Such Section 1542 provides: 2.4 Each Party shall be responsible for and pay its own costs, expenses and attorneys’ fees in connection with the Litigation and settlement thereof.

Settlement and Release. 2.1 The Parties agree to dismiss with prejudice the Litigation. . 2.1.1 Each Party shall pay its own attorney fees, expenses, expert fees, and costs incurred as a result of the Litigation. Litigation and settlement thereof. 2.1.2 No later than three (3) three business days after the Settlement Date, the Parties shall execute and file a stipulation and order in the form set forth in Exhibit A dismissing with prejudice all claimsClaims, affirmative defenses, and any counterclaims in the Litigation. . 2.1.3 The Parties shall proceed promptly with any and all additional procedures needed or necessary to dismiss with prejudice the Litigation. Microsemi . 2.1.4 Micrel represents and warrants that it has the right, power and authority to cause its counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice, grant all of the releases and covenants licenses to MPS Defendants as set forth herein and otherwise comply with all MicrosemiMicrel’s obligations under this Agreement. Likewise, . 2.1.5 MPS represents and warrants that it has the right, power and authority to cause its counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all MPS’s its obligations under this Agreement. 2.1.6 Hsing represents and warrants that he has the right, power and authority to cause his counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all his obligations under this Agreement. 2.1.7 ▇▇▇▇▇ represents and warrants that he has the right, power and authority to cause his counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all his obligations under this Agreement. 2.2 Microsemi Micrel releases Defendants and its Affiliates release MPS and its MPS’s Affiliates from any and all Claims (and liability) for any alleged past infringement of the Microsemi Micrel Patents. Microsemi further agrees that it Micrel releases any and its Affiliates will not assert and, do release, any all Claims (and liability) for past infringement of the Microsemi Micrel Patents against MPS Defendants and its MPS’s Affiliates or its or any of their respective direct or indirect customers, end users, agents, employees, officers, directors, licensees, suppliers or distributors for use, manufacture, having manufactured, importation, offer for sale, sale or other distribution of any products products, processes, or services that were sold sold, used, licensed, or otherwise transferred prior to the Settlement Date of this Agreement by by, to, for, or on behalf of MPS or its AffiliatesDefendants, its or their customers, end users, agents, employees, officers, directors, licensees, suppliers or distributors. 2.3 Microsemi Micrel releases Defendants and MPS MPS’s Affiliates from any and all Claims (and liability) for any alleged Trade Secret Claims or similar Claims based on any Confidential/Proprietary Information. Micrel will not assert and releases any Claims for alleged Trade Secret Claims or similar Claims based on any Confidential/Proprietary Information against Defendants and MPS’s Affiliates or any of their respective Affiliates direct or indirect customers, end users, agents, employees, officers, directors, licensees, suppliers or distributors for use, manufacture, having manufactured, importation, offer for sale, sale or other distribution of any products, processes, or services that were sold, used, licensed, or otherwise transferred prior to the Settlement Date of this Agreement by, to, for, or on behalf of Defendants, its or their customers, end users, agents, employees, officers, directors, licensees, suppliers or distributors. Micrel will not assert and releases any Claim that it owns, in whole or in part, or has obtained any rights as of the Settlement Date to any patents or patent applications assigned to MPS. 2.4 Micrel and Defendants irrevocably and perpetually release and waive worldwide any and all Claims pled in the Litigation and any and all Claims that are compulsory thereto against each other and each of the other’s Affiliates or their respective directors, officers, employees or agents. Each party and its respective Affiliates expressly waives any rights or benefits available to it in any capacity under the provisions of Section 1542 of the California Civil Code and of any similar statute, law, regulation, principle of judicial interpretation or other rule (of California or any other jurisdiction). Such Section 1542 ) which provides: 2.4 Each Party shall be responsible for and pay its own costs, expenses and attorneys’ fees in connection with the Litigation and settlement thereof.

Settlement and Release. 2.1 The Parties agree to dismiss with prejudice move for termination of the Litigation. Each Party shall pay its own attorney fees, expenses, expert feesITC investigation within one day of execution of this Agreement, and costs incurred as to submit a result of Consent Order and Consent Order Stipulation to the Litigation. No later than (3) three days after the Settlement Date, the Parties shall execute and file a stipulation and order ITC in the form attached hereto as Exhibit A, together with a Joint Motion for Termination of the Proceeding, and a Joint Motion to Suspend the Hearing pending the termination motion, in the form attached hereto as Exhibit B. 2.2 In consideration for MPS’s agreement to the Consent Order and other provisions set forth in Exhibit A dismissing with prejudice all claimsherein, affirmative defenses, and any counterclaims in the Litigation. The Parties shall proceed promptly with any and all additional procedures needed or necessary to dismiss with prejudice the Litigation. Microsemi represents and warrants that it has the right, power and authority to cause its counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice, grant all of the Linear releases and covenants to MPS as set forth herein and otherwise comply with all Microsemi’s obligations under this Agreement. Likewise, MPS represents and warrants that it has the right, power and authority to cause its counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all MPS’s obligations under this Agreement. 2.2 Microsemi and its Affiliates release MPS and its Affiliates from any and all Claims (and liability) liability for any alleged past infringement of the Microsemi Licensed Patents. Microsemi Linear further agrees that it and its Affiliates will not assert and, do release, any Claims for past infringement of the Microsemi Licensed Patents against MPS and its Affiliates or its or their direct or indirect customers, end users, agents, suppliers or distributors for use, manufacture, having manufactured, importation, offer for sale, sale or other distribution of any products Licensed Products that were sold prior to the Settlement Date of this Agreement by or on behalf of MPS or its Affiliates, its or their customers, end users, agents, licensees, suppliers or distributorsprior to the Effective Date of this Agreement. 2.3 Microsemi Linear and MPS and their respective Affiliates irrevocably and perpetually release and waive worldwide any and all Claims pled that they would have been compelled to bring in the Litigation and ITC Proceeding or any and all Claims that are compulsory thereto related litigation against each other. Linear and MPS each represent and warrant that, on the date of its execution of this Agreement, it is unaware of any other and Claims related to the Licensed Patents which it might bring or assert against each of the other’s Affiliates or their respective directors, officers, employees or agents. Each party and its respective Affiliates expressly waives any rights or benefits available to it in any capacity under the provisions of Section 1542 of the California Civil Code and of any similar statute, law, regulation, principle of judicial interpretation or other rule (of California or any other jurisdiction.). Such Section 1542 provides:: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 2.4 Each Party MPS shall be responsible for and pay its own costs, expenses and attorneys’ fees in connection with the Litigation ITC Proceeding and settlement CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT ASTERISKS (*) DENOTE SUCH OMISSIONS thereof. Linear shall be responsible for and pay its own costs, expenses and attorneys’ fees in connection with the ITC Proceeding and settlement thereof. 2.5 MPS agrees that, in any proceeding to enforce the Consent Order or this Agreement, MPS will not challenge or otherwise contest the validity of the Patents-in-Suit.