“​ Field of Use” means # physical layer (“PHY”) technology for Ethernet networking technologies, circuit design, modeling and process design methodologies, programs and flows that do not fall within the ​ Field of Use and are not otherwise based in any way on ​ Confidential Information; # dynamic back biasing technology that that does not fall within the ​ Field of Use and is not otherwise based in any way on ​ Confidential Information; and # additional technology, if any, expressly identified in the Project Statement.

Each [[Loan Party:Organization]] and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the ​, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any [[Loan Party:Organization]] or any of its Subsidiaries infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the ​, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Trademarks and Intellectual Property. During term of this Agreement, Advisor has a limited, royalty-free non-exclusive license to use all trademarks, trade names, service marks and copyrights of Company solely in connection with the promotion, advertising, and/or execution of this Agreement. However, Advisor shall acquire no right, title or interest in such trademarks, trade names, service marks and copyrights other than the license provided for uses mentioned above, nor shall he acquire any license, right or interest in any form of the intellectual property of Company by virtue of this Agreement other than those assigned through a general partnership equity agreement to be formed.

Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment. Executive agrees that the Company owns any such Creations conceived or made by Executive alone or with others at any time during his employment, and Executive hereby assigns and agrees to assign to the Company all moral or other rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information unless such Creation # relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities; or # results in any way from his work at the Company.

Schedule # Intellectual Property, Source Code Escrow Agreements

As used in this Agreement, the term "UBI License Agreements" means any license agreements granting any right to use or practice any rights under any Intellectual Property, and any written settlements relating to any Intellectual Property, to which UBI is a party or otherwise bound.

“Intellectual Property Security Agreements” has the meaning specified in the Security Agreement.

Protect, defend and maintain the validity and enforceability of its Intellectual Property material to Borrower’s business; # promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and # not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

Employee Developed Intellectual Property and Protection of Patents and Confidential and Propriety Information. You will continue to be subject to the forms and agreements set forth in the Corporate Policy Statement on Employee Developed Intellectual Property and Protection of Confidential Information.

“Intellectual Property Security Agreements” means the intellectual property security agreements as the Company or any Domestic Subsidiary Guarantor may from time to time make in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time.