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License Reference Number__L034488_______
LICENSE AGREEMENT (“Agreement”) dated Sept. 28,2003 (“Agreement Date”) between INTERNATIONAL BUSINESS
MACHINES CORPORATION, a New York corporation (“IBM”), and APPLIED MICRO CIRCUITS CORPORATION, a Delaware
WHEREAS, IBM and BUYER have executed concurrently herewith an “Asset Purchase Agreement” (APA), “Intellectual
Property Agreement” (IPA), and other ancillary agreements identified in the APA as the “Operative Agreements” for the
purpose of conveying certain assets and licensing certain intellectual property from IBM to BUYER in a divestiture and
acquisition transaction relating to Switch Fabric PRS Products;
WHEREAS, the use of such assets and the exercise of such licenses may require a license under IBM patents;
WHEREAS, IBM has the right to license such patents, and BUYER desires to acquire a […***…] license under such
WHEREAS, BUYER has the right to license its own patents, and IBM desires to acquire a […***…] license under such
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, IBM and BUYER (each as
“Grantee” and “Grantor”) agree as follows:
Section 1. Definitions
PATENT LICENSE AGREEMENT
As used herein, the term “Agreement” means this Patent License Agreement. The following terms used in this Agreement
shall have the respective meanings assigned in this Agreement unless the context otherwise requires. Certain capitalized terms
used in this Agreement and not otherwise defined shall have the meanings set forth in the IPA.
Notwithstanding the foregoing, or any other provision of this Agreement or any other Operative Agreement, IBM Licensed
Patents shall expressly exclude […***…].
IBM Licensed Patents shall include […***…].