(i) use the MIPS Deliverables at Licensee’s facilities solely for Licensee’s internal evaluation
and development purposes (and to use, copy and reproduce and have reproduced
Documentation solely to facilitate those uses of MIPS Deliverables that are allowed
hereunder), and to sublicense Licensee’s rights granted in this Subsection 2(a)(i) to
Licensee’s consultants for their use of the MIPS Deliverables at their facilities for their
internal evaluation and development purposes;
(ii) make, use, import, copy, reproduce, have reproduced, modify, create derivative works
from YAMON Code only in conjunction with making, using, importing, offering for sale
and selling or otherwise distributing Authorized Product and only for use exclusively
with such Authorized Product, and to sublicense its rights granted in this Subsection
2(a)(ii), including the right to grant further sublicenses, provided that with respect to
any sublicensee, (A) any IP Rights arising in any modification or derivative work created
by such sublicensee shall be licensed back to MIPS together with the right by MIPS to
sublicense such rights and grant further sublicenses, and (B) the obligations of Subsection
2(c) below shall apply equally to any YAMON Code modified and/or sublicensed by
such sublicensee. These obligations shall be deemed to have been satisfied by Licensee’s
delivery of a copy of this Agreement to its sublicensee(s).
(b) MIPS further grants to Licensee a non-exclusive, worldwide, non-transferable,
royalty-free, fully-paid limited right and license under MIPS’ IP Rights in any MIPS Code
Modifications in existence now or at any time during the term of this Agreement
(including those IP Rights assigned to MIPS or licensed to MIPS with sufficient sublicensing
rights to satisfy the license grant in this Subsection 2(b)) to the limited extent that
Licensee may make, use and import such MIPS Code Modifications only in conjunction
with making, using, importing, offering for sale and selling or otherwise distributing
Authorized Product and only for use exclusively with such Authorized Product, and
sublicense its rights granted in this Subsection 2(b), including the right to grant further
sublicenses under the preconditions set forth in Subsection 2(a)(ii) above. Licensee
acknowledges and agrees that MIPS (or any third party) is under no obligation to deliver
MIPS Code Modifications; rather, this license right is intended solely to provide a freedom
to use such modifications when created independently by Licensee or any sublicensee
thereof.
(c) Any YAMON Code modified and/or sublicensed pursuant to this Agreement must (i)
contain all copyright and other notices contained in the original YAMON Code provided
by MIPS to Licensee, (ii) cause modified files to carry prominent notices stating that
Licensee (or any sublicensee) changed the files and the date of any change, and (iii) be
sublicensed under terms that disclaim all warranties from MIPS and limit all liability of
MIPS pursuant to Sections 8, 9, 11 and 12 herein.
(d) All other rights to the MIPS Deliverables not stated in this Section 2 are reserved to
MIPS. Except as set out in this Section 2, Licensee shall not rent, lease, sell, sublicense,
assign, loan, or otherwise transfer or convey the MIPS Deliverables to any third party.
These license grants are effective as of the Effective Date. No license is granted for any
other purpose.
(e) To the extent MIPS provides any GPL Materials to Licensee, use of such materials
shall, notwithstanding any provision of this Agreement to the contrary, be governed by
the GNU GPL.
3. LICENSEE CODE MODIFICATIONS
