Common use of Software Licenses Clause in Contracts

Software Licenses. 2.01 Seller hereby grants to Buyer a fully paid-up, royalty-free, worldwide, perpetual irrevocable (subject to Article VII) and non-transferable (except as provided in Article VIII) license the (“Software License”) to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct or operation of the Optoelectronics Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Article IV herein) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license as of the Effective Date including, but not limited to, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the Optoelectronics Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Optoelectronics Business. The Software License shall remain exclusive for a period of three (3) years from the Effective Date after which the Software License shall become non-exclusive. 2.02 Seller agrees to deliver to Buyer, within thirty (30) days of the Effective Date, complete and useable copies of the Licensed Software and any related Documentation and Code. To Seller’s knowledge, all of the Licensed Software will, as of the Effective Date, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software, Documentation and Code not delivered to Buyer as of the Effective Date. Buyer agrees that the previous sentences provide Buyer’s sole remedy for Seller’s failure to deliver the Licensed Software, and is specifically enforceable. 2.03 The Parties recognize that the best or only available copy of certain Licensed Software may reside, after the Effective Date, within the Optoelectronics Business or in the possession of the Optoelectronics Business, and that Seller may require certain access to or copies of the Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Effective Date. To that end, Buyer agrees for a period of six months following the Effective Date, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller’s written request, copies of any portion of the Licensed Software, in the form such software was delivered from Seller to Buyer as of the Effective Date, in order for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Licensed Software shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the Licensed Software, and is specifically enforceable.

Software Licenses. 2.01 Seller hereby grants to Buyer a fully paid-up, royalty-free, worldwide, perpetual irrevocable (subject to Article VIIa) EDS will comply with all license obligations under all licenses and non-transferable (except as provided in Article VIII) license maintenance agreements for the (“Software License”) to use, copy, sublicense and distribute the Licensed Software, including, without limitation, the obligations of nondisclosure and createscope of use. However, use, copy, sublicense EDS will only be obligated under this Section 3.8(a) with regard to the licenses and distribute Derivative Works from -------------- maintenance agreements for Equifax Software to the Licensed extent the obligations thereunder are disclosed to EDS. EDS shall be deemed to have reviewed and accepted the obligations under the licenses and maintenance agreements for the Equifax Software (if any) listed on the Schedules A and B to each ----------- - Transaction Document as of the Commencement Date under each such Transaction Document. (b) All EDS Software provided by EDS in connection with the conduct or operation of Services and any Equifax Software licensed under a Third Party Agreement shall be licensed (and the Optoelectronics Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Article IV hereinattendant maintenance arrangements contracted) in the Licensed name of the Equifax Group member designated by Equifax as the licensee with EDS having the right to access and use such Software owned in performing the Services, unless EDS can procure such Software (and/or attendant maintenance arrangement) on a more cost effective basis licensed in its own name. (c) EDS shall not direct the Equifax Group to terminate, extend, replace, amend or add licenses for the Software and/or the maintenance arrangements attendant therewith, contracted in the name of a member of the Equifax Group without notifying Equifax in writing of the proposed action by Seller EDS and without obtaining Equifax's prior written agreement. Moreover, EDS shall provide to Equifax a written report of the reasons for, and the impact and ramifications on the Services of, such proposed action concurrently with such notification. In addition, if such action by EDS with respect to a license and/or maintenance arrangement for the EDS Software will have an impact on the Services or its Related Companies the monitoring and/or evaluation of the Services in a manner that in turn will have an impact on the operations or costs of the Equifax Group or the ability of EDS or Equifax to monitor and/or evaluate the performance and delivery of the Services, EDS will provide or cause to be provided the programs, services, rights and other benefits and resources that are the subject of such licenses and maintenance agreements to the Equifax Group on terms no less favorable than the terms of such license and maintenance agreements and ensure that there shall be no negative impact on the ability of EDS or Equifax to monitor and/or evaluate the performance and delivery of the Services. If Equifax in which Seller connection with or its Related Companies have resulting from EDS's termination, replacement, amendment or addition of any license for EDS Software and/or maintenance arrangement incurs additional expenses or other costs, including but not limited to personnel costs, EDS shall promptly reimburse Equifax for such costs. (d) EDS shall use commercially reasonable efforts to obtain from the applicable Software vendors a right to license assign or transfer to Equifax, without any payment of any additional fee or charge by Equifax, any licenses (and attendant maintenance arrangements) for the Software licensed and contracted in EDS's name as licensee upon termination or expiration of the Effective Date includingAgreement and as applicable, each Transaction Document. (e) If EDS is unable to obtain from the applicable Software vendor the rights described in Section 3.8(d) above, and, in any event, prior to (i) the -------------- addition to the EDS Software of any software which is not listed in Schedules A or B to a Transaction Document for the Equifax operations ----------- - covered by such Transaction Document; or (ii) any upgrade, enhancement or modification of any EDS Software listed in the Schedules A or B to a ----------- - Transaction Document for the Equifax operations covered by such Transaction Document, EDS shall (A) obtain Equifax's prior written consent for any such actions, (B) provide Equifax with information regarding the amount of any fees and other reasonable requirements Equifax would be required to undertake in order to obtain a license to and maintenance for such EDS Software upon the expiration or termination of the Agreement and as applicable, each Transaction Document, and (C) use commercially reasonable efforts to obtain a firm commitment from the providers of such EDS Software to license and provide maintenance for the EDS Software to Equifax upon the expiration or termination of the Agreement upon the payment of such fees and satisfaction by Equifax of such requirements. If Equifax does not respond to a request for consent from EDS within twenty-one (21) business days after receipt of such request together with the information and confirmation of the actions required of EDS in this Section 3.8(e).* EDS -------------- shall consider and take into account in the negotiation of its licensing and maintenance arrangements with providers of the EDS Software, Equifax's reasonable concerns regarding the terms and conditions of such EDS Software licenses and maintenance agreements and make such licenses, maintenance agreements and related documentation available to Equifax upon request. (f) If Equifax in connection with or resulting from EDS's termination, replacement, amendment or addition of any license for EDS Software and/or maintenance arrangement incurs additional expenses, costs or Losses, including but not limited toto personnel costs, and EDS has been notified in writing by Equifax of its estimate of such financial impact prior to EDS's implementation of such action and EDS elects to proceed, EDS shall promptly reimburse Equifax for such amounts actually incurred by Equifax. However, in each instance in this Section 3.8 that Equifax provides EDS an estimate ----------- of the financial impact of any action by EDS on Equifax, the right (i) to reproduce the Code of and Documentation for amounts recoverable from EDS by Equifax in each such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller instance shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies exceed the amount of the Licensed written estimate provided by EDS for each such instance. (g) EDS will provide to Equifax, and update as changes occur, a listing of all Software by name, Maintenance Release and Derivative Works therefrom, in whole or in part for use within the scope Version promoted into production on each Machine at each location of the Optoelectronics Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Optoelectronics Business. The Software License shall remain exclusive for a period of three (3) years from the Effective Date after which the Software License shall become non-exclusiveMachines. 2.02 Seller agrees to deliver to Buyer, within thirty (30) days of the Effective Date, complete and useable copies of the Licensed Software and any related Documentation and Code. To Seller’s knowledge, all of the Licensed Software will, as of the Effective Date, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software, Documentation and Code not delivered to Buyer as of the Effective Date. Buyer agrees that the previous sentences provide Buyer’s sole remedy for Seller’s failure to deliver the Licensed Software, and is specifically enforceable. 2.03 The Parties recognize that the best or only available copy of certain Licensed Software may reside, after the Effective Date, within the Optoelectronics Business or in the possession of the Optoelectronics Business, and that Seller may require certain access to or copies of the Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Effective Date. To that end, Buyer agrees for a period of six months following the Effective Date, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller’s written request, copies of any portion of the Licensed Software, in the form such software was delivered from Seller to Buyer as of the Effective Date, in order for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Licensed Software shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the Licensed Software, and is specifically enforceable.

Software Licenses. 2.01 3.01 Seller hereby grants to Buyer a fully paid-up, royalty-royalty free, worldwide, perpetual irrevocable (subject to Article VII) and perpetual, irrevocable, non-terminable, non-transferable (except as provided in Article VIIIXIII) and nonexclusive license the (“Software License”) to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct Licensed Field, including the manufacture (or operation having manufactured), use, sale, offer for sale, lease and importation of FPGA/FPSC Products and any other products within the Optoelectronics BusinessLicensed Field, under any and all copyright, trade secret and other intellectual property Intellectual Property rights (other than patent Patent rights which are specifically granted in Article IV hereinArticles VI and VII) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license without cost to Seller (subject to Section 14.04) as of the Effective Date Date, including, but not limited towithout limitation, the right (i) to modify and create Derivative Works of such Licensed Software, (ii) to reproduce the Code of and Documentation for such Licensed Software; , (iiiii) to sellcombine the Licensed Software and Derivative Works therefrom with other software or hardware in the Licensed Field, leaseand (iv) otherwise to use, sublicense copy, distribute, perform and display the Licensed Software and Derivative Works thereof in the Licensed Field. The foregoing license shall be sublicensable (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorizationauthorization (subject to Section 14.04)) by Buyer to its customers, distributors, consultants, developers and suppliers and to any of the Related Companies of Buyer or otherwise transfer its successors solely for use in the Licensed Field including with FPGA/FPSC Products and any other product within the Licensed Field, made by or for, used, sold, offered for sale, leased or imported by Buyer. 3.02 Seller shall cause the Business Employees to deliver to Buyer copies of the Licensed Software in all forms and Derivative Works therefrom, media in whole or in part for use within the scope of the Optoelectronics Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Optoelectronics Business. The Software License shall remain exclusive for a period of three (3) years from the Effective Date after which the Software License shall become non-exclusive. 2.02 Seller agrees to deliver to Buyer, within thirty (30) days of the Effective Date, complete and useable copies of the Licensed Software and any related Documentation and Codesuch Code exists. To SellerAgere’s knowledge, all of the Licensed Software will, as of the Effective Date, be included already is in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employeessuch employees. Notwithstanding the foregoingHowever, Seller Agere agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components missing parts of the Licensed Software. All costs of copying, Documentation preparing for delivery, and delivering Code not delivered to Buyer as of the Effective Date. Buyer agrees that the previous sentences provide Buyer’s sole remedy for Seller’s failure to deliver the Licensed Software, and is specifically enforceablehereunder shall be borne by Agere. 2.03 3.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, prior to or after the Effective Closing Date, within the Optoelectronics FPGA/FPSC Business or in the possession of the Optoelectronics FPGA/FPSC Business, and that Seller Agere may require certain access to or copies of the Assigned Software and Licensed Software for procurement purposes or other purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller Agere prior to the Effective Closing Date. To that end, Buyer agrees for a period of six months following the Effective Dateagrees, upon receiving a written request from Agere within the earlier of (i) ninety (90) days after Buyer ceases using Seller’s corporate intranet and (ii) one (1) year from the Closing Date, to provide, within a commercially reasonable amount of time after receipt of SellerAgere’s written request, copies of any portion of the Assigned Software and Licensed Software, in the form such software was delivered from Seller Software belonging to Buyer as of the Effective Date, in order for Seller or licensed to Agere or one of its Related Companies to exercise its the rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Software and Licensed Software shall be borne by Agere. 3.04 For a period of three (3) years from the Closing Date, neither Seller. Seller agrees , any Related Company of Seller, nor any of their respective successors shall directly or indirectly license any Licensed Software constituting an IP Core listed in Appendix C or K to (A) Actel Corporation, Xilinx, Inc., Altera Corporation or any of their respective Affiliates or successors, or (B) any third party which combines an IP Core (hard core and/or soft core based upon or consisting of Licensed Software) listed in Appendix C or K with a Semiconductive Device of Actel Corporation, Xilinx, Inc., Altera Corporation or any of their respective Affiliates or successors for resale as either (i) a stand-alone Semiconductive Device that is provided with such IP Core consisting of Licensed Software (i.e., a soft core) or (ii) a stand-alone Semiconductive Device that includes such IP Core (i.e., a hard core). 3.05 As between the Parties, all Derivative Works and improvements to any Code created by or for a Party shall be exclusively owned by such Party subject to the rights, if any, that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver other Party may have in the Licensed Software, and is specifically enforceableCode or Information from which such Derivative Work or improvement was derived.

Software Licenses. 2.01 3.01 Seller hereby grants to Buyer a fully paid-up, royalty-free, free worldwide, perpetual irrevocable (subject to Article VII) and X), non-transferable (except as provided in Article VIIIXI) and nonexclusive license the (“Software License”) to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct or operation of the Optoelectronics Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Article IV Articles VI and VII herein) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license as of the Effective Date including, but not limited to, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the Optoelectronics Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Optoelectronics Business. The Software License shall remain exclusive for a period of three (3) years from the Effective Date after which the Software License shall become non-exclusive. 2.02 3.02 Seller agrees to deliver to Buyer, within thirty (30) 30 days of the Effective Date, complete and useable copies of the Licensed Software and any related Documentation and Code. To Seller’s knowledge, all of the Licensed Software will, as of the Effective Date, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software, Documentation and Code not delivered to Buyer as of the Effective Date. Buyer agrees that the previous sentences provide sentence provides Buyer’s sole remedy for Seller’s failure to deliver the Licensed Software, and is specifically enforceable. 2.03 3.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, after the Effective Date, within the Optoelectronics Business or in the possession of the Optoelectronics Business, and that Seller may require certain access to or copies of the Assigned Software and Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Effective Date. To that end, Buyer agrees for a period of six months following the Effective Dateagrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller’s written request, copies of any portion of the Assigned Software and Licensed Software, in the form such software was delivered from Seller to Buyer as of the Effective Date, in order for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Software and Licensed Software shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the Licensed Software, and is specifically enforceable.

Software Licenses. 2.01 3.01 Seller hereby grants to Buyer a fully paid-up, royalty-free, free worldwide, perpetual irrevocable (subject to Article VII) and irrevocable, non-transferable (except as provided in Article VIIIX) and nonexclusive license the (“Software License”) to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct or operation of the Optoelectronics CATV Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Article IV VI herein) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license as of the Effective Date including, but not limited towithout limitation, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the Optoelectronics CATV Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Optoelectronics CATV Business. The Software License shall remain exclusive for a period of three (3) years from the Effective Date after which the Software License shall become non-exclusive. 2.02 3.02 Seller agrees to deliver to Buyer, within thirty (30) 30 days of the Effective DateClosing, complete and useable copies of the Licensed Software and any related Documentation and Codedocumentation. To Seller’s 's knowledge, all of the Licensed Software will, as of the Effective Dateat Closing, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software, Documentation and Code Software or documentation not delivered to Buyer as of the Effective Dateat Closing. Buyer agrees that the previous sentences provide sentence provides Buyer’s 's sole remedy for Seller’s 's failure to deliver the Licensed Software, and is specifically enforceable. 2.03 3.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, after the Effective Closing Date, within the Optoelectronics CATV Business or in the possession of the Optoelectronics CATV Business, and that Seller may require certain access to or copies of the Assigned Software and Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Effective Closing Date. To that end, Buyer agrees for a period of six months following the Effective Dateagrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller’s 's written request, copies of any portion of the Assigned Software and Licensed Software, in the form such software was delivered from Seller to Buyer as of the Effective Date, in order Software necessary for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Software and Licensed Software shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the Licensed Software, and is specifically enforceable.

Software Licenses. 2.01 3.01 Seller hereby grants to Buyer a fully paid-up, royalty-free, free worldwide, perpetual irrevocable (subject to Article VII) and VIII), non-transferable (except as provided in Article VIIIIX) and nonexclusive license the (“Software License”) to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct or operation of the Optoelectronics Wireless Networking Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Article IV hereinExhibit B-2 to the Asset Purchase Agreement) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license as of the Effective Date including, but not limited towithout limitation, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the Optoelectronics Wireless Networking Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Optoelectronics Wireless Networking Business. The Software License shall remain exclusive for a period of three (3) years from the Effective Date after which the Software License shall become non-exclusive. 2.02 3.02 Seller agrees to deliver to Buyer, within thirty (30) 30 days of the Effective DateClosing, complete and useable copies of the Licensed Software and any related Documentation and Codedocumentation. To Seller’s 's knowledge, all of the Licensed Software will, as of the Effective Dateat Closing, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software, Documentation and Code Software or documentation not delivered to Buyer as of the Effective Dateat Closing. Buyer agrees that the previous sentences provide sentence provides Buyer’s 's sole remedy for Seller’s 's failure to deliver the Licensed Software, and is specifically enforceable. 2.03 3.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, after the Effective Closing Date, within the Optoelectronics ORiNOCO Business or in the possession of the Optoelectronics ORiNOCO Business, and that Seller may require certain access to or copies of the Assigned Software and Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Effective Closing Date. To that end, Buyer agrees for a period of six months following the Effective Dateagrees, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller’s 's written request, copies of any portion of the Assigned Software and Licensed Software, in the form such software was delivered from Seller to Buyer as of the Effective Date, in order Software necessary for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Assigned Software and Licensed Software shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the Licensed Software, and is specifically enforceable.

Software Licenses. 2.01 Seller Title to any software included with the Products remains with the author or its licensors. Whenever the Products described in this Agreement shall involve software, CPF hereby grants to Buyer Reseller during the term of this Agreement a fully paidnon-up, royaltyexclusive license to (i) resell such software to End-free, worldwide, perpetual irrevocable (Users subject to Article VIIthe terms of the end-user license agreement applicable to such software; and (ii) and nonuse the software for the purpose of demonstrating the software so long as Reseller at all times retain possession of the software. Reseller shall not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the software; (ii) encumber, time-transferable share, rent or lease or assign the rights in or to the software; (iii) adapt, translate, or otherwise modify any software, except as provided permitted under the terms of this Agreement or (iv) remove or disable any end user license agreement(s) contained on the Products or shipped by CPF with the Products. The permitted uses specified above are the only uses Reseller may make of the software. This Agreement shall not be interpreted to provide Reseller with any right to the software or any other intellectual property of the author or its licensors , other than as expressly set forth herein, as all rights to the software and any other intellectual property of the author or its licensors not expressly granted to Reseller under this Agreement are reserved by the author or its licensors. Reseller acknowledges that no title or ownership of the proprietary rights to any software is transferred by virtue of this Agreement, notwithstanding the use of terms such as purchase, sale or the like within this Agreement. Reseller acknowledges that any and all of the copyright, patents, design rights, trademarks, domain names, logos, get ups, trade secrets, confidential information, all rights in Article VIIIcomputer software and data, databases, inventions or utility model rights and know-how (whether registered or unregistered) license together with all other rights of a similar nature howsoever arising anywhere in the (“Software License”) to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software world in connection with the conduct or operation Products are and shall remain the property of the Optoelectronics Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Article IV herein) in the Licensed Software owned by Seller owner or its Related Companies licensors and Reseller shall not at any time during or after the expiry or termination of this Agreement in which Seller any way question or dispute ownership thereof by the owners or its Related Companies have a right to license as of the Effective Date including, but not limited to, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the Optoelectronics Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the Optoelectronics Business. The Software License shall remain exclusive for a period of three (3) years from the Effective Date after which the Software License shall become non-exclusivelicensors. 2.02 Seller agrees to deliver to Buyer, within thirty (30) days of the Effective Date, complete and useable copies of the Licensed Software and any related Documentation and Code. To Seller’s knowledge, all of the Licensed Software will, as of the Effective Date, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software, Documentation and Code not delivered to Buyer as of the Effective Date. Buyer agrees that the previous sentences provide Buyer’s sole remedy for Seller’s failure to deliver the Licensed Software, and is specifically enforceable. 2.03 The Parties recognize that the best or only available copy of certain Licensed Software may reside, after the Effective Date, within the Optoelectronics Business or in the possession of the Optoelectronics Business, and that Seller may require certain access to or copies of the Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retained by or made available to Seller prior to the Effective Date. To that end, Buyer agrees for a period of six months following the Effective Date, upon receiving a written request from Seller, to provide, within a commercially reasonable amount of time after receipt of Seller’s written request, copies of any portion of the Licensed Software, in the form such software was delivered from Seller to Buyer as of the Effective Date, in order for Seller or one of its Related Companies to exercise its rights in accordance with this Agreement. Any reasonable costs associated with the assembling, copying and delivering of such requested Licensed Software shall be borne by Seller. Seller agrees that the second preceding sentence provides Seller’s sole remedy for Buyer’s failure to deliver the Licensed Software, and is specifically enforceable.