(f) Licensor does not confer on Licensee or any third party, by implication, estoppel or otherwise, any license or other right, except for the licenses and rights expressly granted hereunder to Licensee.
2.5 Covenant Not to Exceed License. Licensee covenants that Licensee shall not exceed the scope of the foregoing licenses. For the avoidance of doubt and notwithstanding anything to the contrary, (i) the Parties acknowledge and agree that no license is granted (expressly, by implication, by estoppel, or otherwise) under this Agreement with respect to the Licensed Products or other products or devices of the Licensees customers or any designs or circuitry thereof (including those designed using the Licensed PDKs or Licensed Semiconductor Technology), (ii) Licensee agrees and acknowledges that the Licensor Products may be manufactured for, or supplied, offered for sale, or sold to, Licensor only and no other Person and Licensee shall not, and shall not permit any third Person to, otherwise use or exploit any Licensor Products, and (iii) Licensee may not make any Improvements to the ONO Stack Process.
(a) As between Licensor and Licensee, (i) Licensor retains and shall own all right, title and interest (including Intellectual Property Rights) in and to the Licensed Technology and the Licensor Improvements and (ii) Licensee shall own all right, title, and interest (including Intellectual Property Rights) in and to the Licensee Improvements and the New PDK (subject to Licensors retained rights in the Legacy PDK Technology). Without any further consideration, Licensee hereby irrevocably transfers, conveys, and assigns to Licensor in perpetuity (and shall continue to irrevocably transfer, convey, and assign to Licensor in perpetuity) all of its right, title, and interest in and to all Licensor Improvements (existing now or during the Term of this Agreement). Licensor shall have the exclusive right to apply for Intellectual Property Rights for the Licensor Improvements as it wishes and the exclusive right to enforce such Intellectual Property Rights. Licensee agrees to execute such documents, render such assistance, and take such other action as Licensor may reasonably request, at Licensors expense, to apply for, register, perfect, confirm, and protect Licensors rights in the Licensor Improvements. Licensor reserves all rights not explicitly granted in this Agreement.
(b) Licensee hereby grants to Licensor to a perpetual, irrevocable, non-exclusive, transferable, royalty-free, fully paid-up, worldwide, sublicensable license to use, modify, or reproduce, in whole or in part, the Licensee Improvements to make, have made, use, sell, offer for sale, import, and distribute semiconductor devices.
(c) During the Term, Licensee shall deliver to Licensor, without additional compensation, information, data and materials relating to, necessary for, describing and/or relating to Improvements made by Licensee in the form in which such information, data and materials then exist, at meetings scheduled by Licensor and Licensee at a mutually agreed time at the Facility no more frequently than once each calendar quarter, it being agreed and acknowledged that Licensee shall have no obligation to specially prepare additional materials describing such Improvements that are not in Licensees possession. All such information, data and materials relating to Licensee Improvements shall be considered to be Licensees confidential information and shall be treated in the same manner by Licensor as Licensee is required to treat Licensors Confidential Information under Section 7 of this Agreement.