Seagate 2010 Annual Report Download - page 237

1.2
Construction . In this IP Agreement:
(a)
All references to “Articles”, “Sections”, “Subsections”, “Paragraphs” and “Exhibits” refer to the articles, sections,
subsections, paragraphs and exhibits of this IP Agreement.
(b) Neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used
in the singular shall be deemed to include the plural, and vice versa, as the context may require.
(c) The words “hereof,” “herein” and “hereunder” and other words of similar import refer to this IP Agreement as a whole,
as the same may be amended or supplemented, and not to any subdivision contained in this IP Agreement.
(d) The word “including” when used herein is not intended to be exclusive and means “including, without limitation.”
ARTICLE II.
LICENSES TO PURCHASER
2.1
Other IP License . Seller, for itself and on behalf of its Affiliates, hereby grants to Purchaser and its Affiliates, a worldwide,
perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive, transferable (as provided in Section 2.4 below), sublicenseable (as provided in
Section 2.4(a) below), license under all of the Licensed Other IP to use, copy, distribute, perform, display and otherwise exploit in any manner
the Transferred Technology in any manner in connection with the operation of Purchaser’s and its Affiliate’s HDD businesses, subject to the
restrictions with respect to Confidential Information set forth in Section 6.5 below. For the avoidance of any doubt, the license granted in this
Section 2.1 does not include a license, whether express or implied, to any Patents.
2.2
Sublicense to Third Party Intellectual Property . Seller, for itself and on behalf of its Affiliates, hereby grants to Purchaser, only
to the extent they are legally or contractually permitted, a sublicense under any Third Party IP of the scope set forth in Section 2.1, above
provided that if Seller is not permitted to grant a license of such scope, then such license is of the maximum scope permitted under Seller’s
license from such third party. Seller shall not be required to grant the foregoing sublicense with respect to any Third Party IP that requires as a
condition of the grant of such sublicense payment of a royalty or other consideration to such third party (except solely for a royalty due to an
employee inventor under applicable law or similar royalty). In addition, any sublicenses granted to Purchaser under this Section 2.2 shall be
subject to any pass-
through restrictions or conditions as may be contractually or legally required by the licensor of such Third Party IP, including
without limitation, any reporting obligations, audit rights, patent marking requirements, limitations on license scope and restrictions on
sublicensing or right to have any right exercised by a third party, and any confidentiality restrictions, restrictions on the form of disclosure to
third parties and other restrictions as and to the extent set forth on Schedule 1. Seller shall be under no obligation whatsoever to obtain any rights
under any Third Party IP on behalf of Purchaser. For the avoidance of any doubt, the license granted in this Section 2.2 does not include a
license, whether express or implied, to any Patents.
2.3 License to Custom Components . For clarification, to the extent applicable and without limiting the license granted in
Section 2.1 above, the Licensed Other IP licensed to
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