In partial consideration for the rights and licenses granted under Section 2 herein,
Licensee agrees to grant and does hereby grant to MIPS a perpetual, irrevocable, non-
exclusive worldwide, royalty-free, fully-paid limited right and license under Licensee’s IP
Rights in any Licensee Code Modifications (including those IP Rights assigned to Licensee
or licensed to Licensee with sufficient sublicensing right to satisfy the license grant in
this Section 3) to the extent that MIPS may make, use and import such Licensee 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 Section 3, including
the right to grant further sublicenses. MIPS acknowledges and agrees that Licensee (or
any third party) is under no obligation to deliver Licensee Code Modifications; rather,
this license right is intended solely to provide a freedom to use such modifications when
created independently by MIPS or any sublicensee thereof.
4. OWNERSHIP AND PREVENTION OF MISUSE OF MIPS DELIVERABLES
(a) This Agreement does not confer any rights of ownership in or to the MIPS
Deliverables to Licensee; Licensee does not acquire any rights, express or implied, in
the MIPS Deliverables other than those specified in Section 2 above. Licensee agrees
that all title and IP Rights in the MIPS Deliverables remain in MIPS (subject only, if and
to the extent applicable, to the rights of a MIPS supplier with respect to a particular
MIPS Deliverable(s)). Licensee agrees that it shall take all reasonable steps to prevent
unauthorized copying of the MIPS Deliverables.
(b) MIPS owns all right, title and interest in the YAMON Code and other MIPS
Deliverables (subject only, if and to the extent applicable, to the rights of a MIPS supplier
with respect to a particular MIPS Deliverable(s)). Licensee shall own all right, title and
interest in the modifications and derivative works of the YAMON Code created by
Licensee, subject to MIPS’ rights in the underlying original YAMON Code as provided
under this Agreement.
(c) Licensee agrees to provide reasonable feedback to MIPS including, but not limited to,
usability of the MIPS Deliverables. All feedback made by Licensee shall be the property of
MIPS and may be used by MIPS for any purpose.
(d) Licensee shall make all reasonable efforts to discontinue distribution, copying and use
of any MIPS Deliverables that are replaced by a new, upgraded or updated version of any
such MIPS Deliverables, including distribution to any sublicensee of such new, upgraded
or updated versions.
(e) Licensee shall not make any statement of any kind or in any format, that any MIPS
Deliverable is certified, or that its performance in connection with any product is
warranted, indemnified or guaranteed in any way by MIPS or any party on MIPS’ behalf.
(f) Neither YAMON, MIPS nor any other trademark owned or licensed in by MIPS
may be used by Licensee, any sublicensee thereof or any party on their behalf without
prior written consent by MIPS, including at MIPS’ sole discretion a trademark license
agreement preapproved by MIPS.
5. ASSIGNMENT
Licensee may not assign or otherwise transfer any of its rights or obligations under this
Agreement to any third party without MIPS’ prior written consent, and any attempt
to do so will be null and void. This prohibition against Licensee’s assignment shall apply
