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Intellectual Property Assignment

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EXHIBIT 10 (d)


INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT


THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this " Agreement" ) is entered into as of April 4, 2004 (the " Effective Date" ) between Motorola, Inc., a Delaware corporation (" Motorola" ), and Freescale Semiconductor, Inc., a Delaware corporation (" Freescale" ). Capitalized terms used in this Agreement and not otherwise defined herein will have the meanings ascribed to such terms in that certain Master Separation and Distribution Agreement between Motorola and Freescale dated as of April 4, 2004 (the " Master Separation and Distribution Agreement" ).


RECITALS

WHEREAS, Motorola has determined that it would be appropriate and desirable to separate the SPS Business from Motorola;


WHEREAS, in connection with the separation of the SPS Business from Motorola, Motorola desires to contribute or otherwise transfer, and to cause certain of its Subsidiaries to contribute or otherwise transfer, certain Assets and Liabilities associated with the SPS Business, including the stock or other equity interests of certain of Motorola' s Subsidiaries dedicated to the SPS Business, to Freescale and certain of Freescale' s Subsidiaries (the " Contribution" );

WHEREAS, as part of such Contribution, Motorola desires to contribute or otherwise transfer and assign, and to cause certain of its Subsidiaries to contribute or otherwise transfer and assign, certain Intellectual Property of the Motorola Group associated with the SPS Business prior to the Effective Date;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:


AGREEMENT

1. DEFINITIONS

1.1 " Affiliate" of any specified Person means any other Person directly or indirectly " controlling," " controlled by," or " under common control with" (within the meaning of the Securities Act), such specified Person; provided , however , that for purposes of this Agreement, unless this Agreement expressly provides otherwise, the determination of whether a Person is an Affiliate of another Person will be made assuming that no member of the Motorola Group is an Affiliate of any member of the Freescale Group.


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1.2 " Assigned Copyrights" means: (a) all Copyrights in and to the Assigned Technology and other copyrightable works identified in Exhibit A ; (b) all renewals and extensions thereof; and (c) all rights with respect to such Copyrights.

1.3 " Assigned Intellectual Property" has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

1.4 " Assigned Mask Works" means: (a) those Mask Works fixed by Motorola that are embodied exclusively in an SPS Product and any mask work protection available to Motorola in those Mask Works; and (b) all rights with respect to such Mask Works.


1.5 " Assigned Patents" means: (a) all Patents set forth on Exhibit A ; (b) all inventions claimed or described in such Patents; (c) all divisions, renewals, reissues, continuations, extensions, and continuations-in-part of the foregoing Patents, (d) any Patents in the United States and anywhere else in the world and Patent applications that have been or may be granted or filed, respectively, with respect to those inventions, including without limitation all foreign Patents that may claim priority based on and correspond to the Patents listed in Exhibit A ; and (e) all rights with respect to such Patents.


1.6 " Assigned Technology" means any and all portions of Corporation Technology (other than Assigned Mask Works): (a) used exclusively or held for use exclusively in the SPS Business; (b) the Technology set forth on Exhibit A ; and (c) all rights with respect to such Technology.


1.7 " Assigned Trademarks" means: (a) the Trademarks identified on Exhibit A ; (b) all goodwill associated with the business related to such Trademarks; and (c) all rights with respect to such Trademarks.

1.8 " Copyrights" means: (a) any rights in original works of authorship fixed in any tangible medium of expression as set forth in 17 U.S.C. a7 101 et. seq .; (b) all registrations and applications to register the foregoing anywhere in the world; (c) all foreign counterparts and analogous rights anywhere in the world; and (d) all rights in and to any of the foregoing.


1.9 " Corporation Technology" means any and all Technology that exists as of the Effective Date and that, immediately prior to the Effective Date, is owned by Motorola or any of its Affiliates, including any of its business units and divisions. The term includes any and all Technology owned or controlled by any Motorola Affiliates under which Motorola or any of its Affiliates has the right to grant any of the assignments of the type and on the terms granted in this Agreement.


1.10 " Freescale Group" means Freescale, each Person that Freescale directly or indirectly controls (within the meaning of the Securities Act) immediately after the Effective Date, and each other Person that becomes an Affiliate of Freescale after the Effective Date.


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1.11 " Group" means either the Motorola Group or the Freescale Group, as the context requires.


1.12 " Intellectual Property" means all rights in Copyrights, Patents, Mask Works, Trademarks, Technology and any other proprietary rights relating to intangible property anywhere in the world, and all registrations and applications related to any of the foregoing and analogous rights thereto anywhere in the world.


1.13 " Mask Work" means: (a) any mask work, registered or unregistered, as defined in 17 U.S.C. a7901; (b) all registrations and applications to register the foregoing anywhere in the world; (c) all foreign counterparts and analogous rights anywhere in the world (including, without limitation, semiconductor topography rights); and (d) all rights in and to any of the foregoing.

1.14 " Motorola Group" means Motorola and each Person that is an Affiliate of Motorola (other than any member of the Freescale Group) immediately after the Effective Date, and each other Person that becomes an Affiliate of Motorola after the Effective Date.

1.15 " Patents" means: (a) patents and patent applications, worldwide, including all divisions, continuations, continuing prosecution applications, continuations in part, reissues, renewals, reexaminations, and extensions thereof and any counterparts worldwide claiming priority therefrom; utility models, design patents, patents of importation/confirmation, and certificates of invention and like statutory rights; and (b) all right in and to any of the foregoing.


1.16 " Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency, or political subdivision thereof.


1.17 " Registered Intellectual Property" means Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by any governmental or quasi-governmental agency or non-governmental registrar (whether provisional, supplemental, or otherwise), anywhere in the world.

1.18 " Software" means computer programs and systems, whether embodied in software, firmware or otherwise, including, software compilations, software implementations of algorithms, software tool sets, compilers, and software models and methodologies (regardless of the stage of development or completion) including any and all: (a) media on which any of the foregoing is recorded; (b) forms in which any of the foregoing is embodied (whether in source code, object code, executable code or human readable form); and (c) translation, ported versions and modifications of any of the foregoing.

1.19 " SPS Product" means any product that, immediately prior to the Effective Date, is identified as a product of the Motorola Semiconductor Products Sector as set forth in the pti code listing for the Semiconductor Products Sector excluding those products set forth on Exhibit I .

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1.20 " Technology" means any and all technical information, Software, specifications, drawings, records, documentation, works of authorship or other creative works, ideas, knowledge, know-how, trade secrets invention disclosures or other data including works subject to Copyrights and Mask Works (but does not include Trademarks or Patents).


1.21 " Trademarks" means: (a) trademarks, service marks, logos, trade dress and trade names, and domain names indicating the source of goods or services, and other indicia of commercial source or origin (whether registered, common law, statutory or otherwise); (b) all registrations and applications to register the foregoing anywhere in the world; (c) all goodwill associated therewith; and (e) all rights in and to any of the foregoing.

2. ASSIGNMENT AND TRANSFER OF INTELLECTUAL PROPERTY

2.1 Assigned Intellectual Property . In accordance with this Agreement, Motorola hereby sells, assigns, conveys, transfers and agrees to deliver to Freescale, and Freescale hereby acquires from Motorola and the members of the Motorola Group, all right, title and interest in the United States and throughout the world of Motorola and the members of the Motorola Group in and to the following (collectively, the " Assigned Intellectual Property" ):


(a) all Assigned Patents, Assigned Copyrights, Assigned Trademarks, Assigned Mask Works and Assigned Technology including, without limitation, the Intellectual Property listed and described in Exhibit A , and all tangible embodiments of any of the foregoing, in any form and in any media, in the possession of any member of the Motorola Group or other Persons engaged or retained by any member of the Motorola Group, subject to all licenses and covenants not to assert with respect to any of the foregoing entered into prior to the Effective Date;

(b) the exclusive right to grant licenses and rights under and with respect to any of the Intellectual Property referenced in Section 2.1(a) , and to sue for any infringement occurring before or after the Effective Date as well as all statutory, contractual and other claims, demands, and causes of action for royalties, fees, or other income from, or infringement, misappropriation or violation of, any of the foregoing, and all of the proceeds from the foregoing that are accrued and unpaid as of, and/or accruing after , the Effective Date (except with respect to certain revenue sharing arrangements set forth in Exhibit B2 to the Master Intellectual Property License Agreement between Motorola and Freescale dated on or about the Effective Date with respect to certain " BGA Patents" described in such agreement); and


(c) the exclusive right to apply for and obtain statutory rights and registrations with respect to any Intellectual Property referenced in Section 2.1(a), including without limitation any Intellectual Property: (i) conceived, developed or reduced to practice prior to the Effective Date solely by individuals who were Motorola employees and become Freescale employees after the Effective Date, even if the applicable Freescale employment agreement is not signed by such individuals (" Tr
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