Seagate 2010 Annual Report Download - page 238

Purchaser under Section 2.1 above shall include the Licensed Other IP with respect to Custom Components that are not supplied to Purchaser by
Seller or a third party.
2.4
Sublicensing and Transfer Rights .
(a)
Purchaser may sublicense in whole or in part the licenses granted to it under the Licensed Other IP in Section 2.1 above
provided that (i) such sublicenses may not be of greater scope than, and are subject to the same limitations and restrictions as, the license granted
to Purchaser with respect to such Licensed Other IP in Section 2.1, and (ii) such sublicense under the Licensed Other IP may only be granted in
connection with Purchaser sublicensing the Transferred Technology along with a license to owned, pre-existing or independently developed
Technology of Purchaser and the other Other IP of Purchaser embodied in such owned, pre-existing or independently developed Technology of
Purchaser. In addition to the foregoing, Purchaser’s right to sublicense the Licensed Other IP identified in Schedule 1 shall be expressly limited
to the extent set forth on Schedule 1, including, without limitation, any confidentiality restrictions, restrictions on the form of disclosure to third
parties and other restrictions as and to the extent set forth thereon.
(b)
Without limiting Section 2.4(a) above, the licenses granted to Purchaser in this ARTICLE II may not be assigned or
transferred except in connection with a Change of Control of Purchaser or the transfer or sale of any business unit, Subsidiary or division (by
means of a reorganization, asset sale, stock sale, merger or otherwise) of Purchaser to which such licenses relate. In addition to the foregoing,
Purchaser’s right to assign or transfer the licenses granted to Purchaser in this ARTICLE II shall be expressly limited to the extent set forth on
Schedule 1, including, without limitation, any limitations on assignment or transfer, confidentiality restrictions, restrictions on the form of
disclosure to third parties and other restrictions as and to the extent set forth thereon.
2.5
No Warranties . All rights and licenses granted to Purchaser hereunder are granted “AS IS” and without any representation or
warranty of any kind except as set expressly forth in the APA.
ARTICLE III.
LICENSES BACK TO SELLER
3.1
Other IP License . Subject to Section 5.13 of the APA ( Non-Competition ), Purchaser, for itself and on behalf of its Affiliates,
hereby grants to Seller and its Affiliates a worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive, transferable (as provided
in Section 3.3 below), sublicensable (as provided in Section 3.3 below), license under all of the Licensed Back Other IP to use, copy, distribute,
perform, display and otherwise exploit in any manner the Retained Technology in any manner in connection with the operation of Seller’
s and its
Affiliates’ business, subject only to the restrictions with respect to Confidential Information set forth in Section 6.5 below and provided that, for
the period set forth in Section 5.13 of the APA ( Non-Competition ), the scope of such license does not include designing and manufacturing (or
having manufactured) HDDs. For the avoidance of any doubt, (i) the license granted in this Section 3.1 does not include a license, whether
express or implied, to any Patents and (ii) the restrictions on the license granted to Purchaser set forth in the first sentence of this Section 3.1
shall lapse upon expiry of the period set forth in Section 5.13 of the APA ( Non-Competition ).
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