SUBMISSION TYPE:
`
`NEW ASSIGNMENT
`
`NATURE OF CONVEYANCE:
`
`ASSIGNMENT
`
`CONVEYING PARTY DATA
`
`AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD.
`
`BROADCOM CORPORATION
`
`12/08/2017
`
`12/08/2017
`
`RECEIVING PARTY DATA
`
`
`
`Name:«(BELLSEWIGONDUGTORUGSSS
`
`PROPERTY NUMBERS Total: 60
`
`505708276
`
`10/04/2019
`
`PATENT ASSIGNMENT COVER SHEET
`
`Electronic Version v1.1
`Stylesheet Version v1.2
`
`EPAS ID: PAT5755086
`
`[PropertyType]CNumber
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`

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`AddressLine 2:
`
`AddressLine 4:
`
`SUITE 1600
`
`CHICAGO, ILLINOIS 60611
`
`|—S_*SisosuservesasanOatiDeclaralon@7OFR1.63).
`
`CORRESPONDENCE DATA
`
`Fax Number:
`Correspondencewill be sent to the e-mail addressfirst; if that is unsuccessful, it will be sent
`using a fax number,if provided; if that is unsuccessful, it will be sent via US Mail.
`Phone:
`3123755138
`Email:
`jigammon@hilcoglobal.com
`Correspondent Name:
`JOSHUA GAMMON
`AddressLine 1:
`401 N. MICHIGAN AVE.
`
`source=Broadcom - Hilco Final PAA - Fully Executed#page23.tif
`
`Total Attachments: 99
`source=Broadcom - Hilco Final PAA - Fully Executed#page 1.tif
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`

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`source=Exhibit#page1 3.tif
`
`source=Broadcom - Hilco Final PAA - Fully Executed#page24.tif
`source=Broadcom - Hilco Final PAA - Fully Executed#page25.tif
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`source=Broadcom - Hilco Final PAA - Fully Executed#page57tif
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`source=Exhibit#page1 .tif
`source=Exhibit#pagec tif
`source=Exhibit#page3.tif
`source=Exhibit#page4 tif
`source=Exhibit#page5.tif
`source=Exhibit#page6.tif
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`source=Exhibit#page1 2.tif
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`

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`source=Exhibit#page1 5.tif
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`source=Exhibit#page1 9.tif
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`source=Exhibit#page27.tif
`source=Exhibit#page2s.tif
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`source=Exhibit#page30.tif
`source=Exhibit#page3_1 .tif
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`source=Exhibit#page33.tif
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`source=Exhibit#page35.tif
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`source=Exhibit#page37.tif
`source=Exhibit#page38s.tif
`source=Exhibit#page339.tif
`source=Exhibit#page40.tif
`
`

`

`DocuSign Envelope ID: 9D405AA9-526A-4424-A50A-08DC33347E98
`
`Patent Assignment Agreement
`
`This Patent Assignment Agreement (“Assignment Agreement’) is made and
`entered into as of the date of the last signature below (“EFFECTIVE DATE”) by and
`among Avago Technologies General IP (Singapore) Pte. Ltd. (Company Registration No.
`200512430D) ("Avago"), a Singapore companyhaving an office at No. 1 Yishun Avenue
`7, Singapore 768923, for itself and its AFFILIATES, and Broadcom Corporation (and
`together with Avago and AFFILIATES, hereinafter collectively “BROADCOM”), and
`Bell Semiconductor, LLC, a Delaware limited liability company ("Bell Semi") and Bell
`Northern Research, LLC, a Delaware limited liability company ("Bell Northern" and
`together with Bell Semi, "ASSIGNEES")), each represented by Hilco Patent Acquisition
`56, LLC, a Delaware limited liability company, having its principal place of business at
`401 North Michigan Avenue, Chicago, Illinois 60611, (hereinafter “HILCO”) acting as
`agent on behalf of each of Bell Semi and Bell Northern only for purposes of this
`Assignment Agreement (each a “Party” or together the “Parties’’).
`
`1
`
`BACKGROUND
`
`1.1
`
`BROADCOMis the owner of the PATENTS; and
`
`1.2 ASSIGNEESwishto acquire the PATENTSasherein provided.
`
`2
`
`DEFINITIONS
`
`For purposesof this Assignment Agreement the following terms have the following
`definitions:
`
`2.1
`
`2.2.
`
`2.3.
`
`indirectly,
`“AFFILIATE(S)” of a Party means any entity that, directly or
`CONTROLS, is CONTROLLEDby,or is under common CONTROLwith a Party.
`
`“BROADCOM’S KNOWLEDGE” means
`BROADCOWM’S IP and Licensing Division.
`
`the KNOWLEDGE of anyone in
`
`“CONTROL(S) or CONTROLLED” meansdirect or indirect ownership of more
`than fifty percent (50%) of the outstanding voting stock of the subject entity having
`the right and powerto elect the majority of the directors of the subject entity or, in
`the case of a non-corporate entity, an equivalentinterest.
`
`2.4
`
`“DEED OF ASSIGNMENT” means a duly executed assignment deed in the
`English language substantially in the form set out in Exhibit B.
`
` “ENCUMBRANCE(S)” means an express written license or covenant not to sue
`2.5
`
`that may bind an assignee of any of As_used_herein,the PATENTS.
`
`ENCUMBRANCEdoes not include (i) obligations arising from membership or
`participation in standards setting organizations or (ii) licenses or covenants not to
`sue with respect to the PATENTSthat may be included in commercial agreements
`
`CONFIDENTIAL
`
`EXECUTION COPY
`
`

`

`DocuSign Envelope ID: 9D405AA9-526A-4424-A50A-08DC33347E98
`
`CONFIDENTIAL
`
`2.6
`
`2.7
`
`2.8
`
`between BROADCOMandits customers, distributors, resellers, suppliers and other
`third parties which are providing or receiving products or services to, from or on
`behalf of BROADCOM,solely to the extent of the sale, distribution or use of the
`products or services pursuant to and in accordance with the license or covenant not
`to sue (the licenses and covenants not
`to sue collectively “COMMERCIAL
`LICENSES”).
`
`“KNOWLEDGE” meansactually aware of a fact or matter or expected to discover
`or otherwise become aware of that fact or matter in the course of conducting a
`reasonable investigation.
`
`“LITIGATION” means any litigation or administrative action or proceeding
`involving any of the PATENTSin anyjurisdiction in the world.
`
`“PATENTS” means (a) (i) the U.S. and foreign patents and patent applications
`listed in Exhibit AQ), Exhibit A(2), and/or Exhibit A(3),
`including, without
`limitation, all rights in the patents and patent applications pursuant to 35 U.S.C.
`Sec. 154, (ii) all patents, patent applications, divisionals, re-issues, re-examination
`certificates,
`continuations,
`continuations-in-part,
`conversions,
`extensions,
`provisionals (or foreign equivalents of any of the foregoing) that may issue thereon
`and claim priority thereto,
`including any and all
`foreign counterpart of the
`foregoing, whether or not listed on Exhibit AC), Exhibit A(2), and/or Exhibit A(3),
`and (iii) all other patent applications, patents and other similar governmental grants
`or issuancesthat are terminally disclaimed over any itemsset forth in the foregoing
`subsections (a)(i) or (a)(1i), or over which any items set forth in the foregoing
`subsections
`(a)(i) or
`(a)(ii) are terminally disclaimed, all of the foregoing
`subsections (a)(i), (a)(ii) and (a)(iii) excluding any patent or patent application that
`is not listed in Exhibit A(1), Exhibit A(2), Exhibit A(3) or Exhibit A(4) and to
`which priority is claimed after the EFFECTIVE DATE, through an amendment to
`one of the PATENTS listed in Exhibit A(1), Exhibit A(@), or Exhibit A(3)
`(collectively, the "Bell Semi PATENTS") or Exhibit A(4) and (b) (i) the U.S. and
`foreign patents and patent applications listed in Exhibit A(4), including, without
`limitation, all rights in the patents and patent applications pursuant to 35 U.S.C.
`Sec. 154, (ii) all patents, patent applications, divisionals, re-issues, re-examination
`certificates,
`continuations,
`continuations-in-part,
`conversions,
`extensions,
`provisionals (or foreign equivalents of any of the foregoing) that may issue thereon
`and claim priority thereto,
`including any and all
`foreign counterpart of the
`foregoing, whether or not
`listed on Exhibit A(4), and (iii) all other patent
`applications, patents and other similar governmental grants or issuances that are
`terminally disclaimed over any itemsset forth in the foregoing subsections (b)(i) or
`(b)(Gi), or over which any itemsset forth in the foregoing subsections (b)(i) or (b)(i)
`are terminally disclaimed, all of the foregoing subsections (b)(i), (b)(ii) and (b) (iii)
`excluding any patent or patent application that is not listed in Exhibit A(1), Exhibit
`A(2), Exhibit A(3) or Exhibit A(4) and to which priority is claimed after the
`EFFECTIVE DATE, through an amendment to one of the PATENTS listed in
`
`

`

`DocuSign Envelope ID: 9D405AA9-526A-4424-A50A-08DC33347E98
`
`CONFIDENTIAL
`
`2.9
`
`3.1
`
`3.2
`
`Exhibit A(4) (collectively, the "Bell Northern PATENTS") or Exhibit A(1), Exhibit
`A(2) or Exhibit A(3).
`
`“SEMICONDUCTOR-RELATED PATENT ASSET” means any granted U.S. or
`foreign patent or pending patent application having claims primarily related to a
`semiconductor manufacturing process or structure, a semiconductor packaging
`process orstructure, or a semiconductor design process.
`
`ASSIGNMENT AND GRANT OF LICENSE
`
`In consideration for the payment to BROADCOM set forth in Section 4.1 and
`subject to the BROADCOM LIEN,asset out herein, BROADCOMherebysells,
`assigns, transfers, and sets over to Bell Semi, with effect from the EFFECTIVE
`DATE,all right, title, and interest in, to, and under the PATENTSlisted in Exhibit
`A(1) andall of its right, title, and interest in, to, and under the PATENTSlisted in
`Exhibit A(2) and/or Exhibit A(3), each of the foregoing in all
`jurisdictions,
`including without limitation, all rights to claim priority on the basis thereof, all
`rights to sue for past, present and future infringement thereof, including the right to
`collect and receive all damages, royalties, or settlements for the infringements, all
`rights to sue for injunctive and/or other equitable relief, and any and all causes of
`action relating to any of the inventions or discoveries thereof, subject, however,
`only to: (a) all existing express written licenses or covenants not to sue relating to
`the Bell Semi PATENTS (whether currently in effect or contingent), including
`releases, as of the EFFECTIVE DATE,(b) anyrestrictions or obligations regarding
`enforcement,
`transfer or licensing of the Bell Semi PATENTS arising from
`participation in standard-setting organizations,
`including those standard-setting
`organizations set forth in Exhibit E; and (c) the nonexclusive license granted to
`BROADCOMunderSection 3.3 of this Assignment Agreement.
`
`In consideration for the payment to BROADCOMset forth in Section 4.1 and
`subject to the BROADCOMLIEN,as set out herein, BROADCOMherebysells,
`assigns, transfers, and sets over to Bell Northern, with effect from the EFFECTIVE
`DATE, all right, title, and interest in, to, and under the PATENTSlisted in Exhibit
`A(4), each of the foregoing in all jurisdictions, including without limitation, all
`rights to claim priority on the basis thereof, all rights to sue for past, present and
`future infringement thereof, including the right to collect and receive all damages,
`royalties, or settlements for the infringements, all rights to sue for injunctive and/or
`other equitable relief, and any and all causes of action relating to any of the
`inventions or discoveries thereof, subject, however, only to: (a) all existing express
`written licenses or covenants not to sue relating to the Bell Northern PATENTS
`(whether currently in effect or contingent),
`including releases,
`as of
`the
`EFFECTIVE DATE, (b) anyrestrictions or obligations regarding enforcement,
`transfer or licensing of the Bell Northern PATENTSarising from participation in
`standard-setting organizations, including those standard-setting organizations set
`forth in Exhibit E; and (c) the nonexclusive license granted to BROADCOM under
`Section 3.4 of this Assignment Agreement.
`
`

`

`DocuSign Envelope ID: 9D405AA9-526A-4424-A50A-08DC33347E98
`
`CONFIDENTIAL
`
`3.3
`
`Bell Semi hereby grants to BROADCOM a nonexclusive royalty-free, fully paid-
`up,
`fully exhaustive, non-sublicensable, non-transferable and non-assignable
`(except a transfer or assignment to another BROADCOM AFFILIATEas further
`provided by Section 12.6) license, under the Bell Semi PATENTS(the "Bell Semi
`License"): (a) to make, have made,lease,sell, offer for sale, import, distribute, both
`directly and indirectly, including through one or moretiers of distribution, and
`otherwise use and exploit any andall products that practice any invention, apparatus
`or methodthat would, absentthis license, infringe any claim of any of the Bell Semi
`PATENTS,
`(b) with respect
`to any act which would constitute infringement,
`inducementof infringement or contributory infringement under U.S. patent law or
`its equivalent as a result of any of the activities by BROADCOMasset forth in the
`foregoing subsection 3.3 (a), or (c) with respect
`to any products or services
`provided to BROADCOMforthe use of the products or services by BROADCOM
`within, in combination or in conjunction with a BROADCOMproductorservice,
`(subsections (a)-(c) collectively "Bell Semi Licensed Products"). The foregoing
`Bell Semi License granted to BROADCOMis intended to be a broad license
`covering all of BROADCOM’S products and services, and applies to the use of Bell
`Semi Licensed Products by all downstream purchasers of the Bell Semi Licensed
`Products in every jurisdiction throughout the world, regardless of the jurisdiction in
`whichafirst sale of the Bell Semi Licensed Products is deemed to have occurred.
`Licensesor rights not expressly granted to BROADCOMinthis Section 3.3 cannot
`arise by implication, estoppel, or otherwise. All rights and licenses not expressly
`granted in this Section 3.3 are hereby expressly reserved by Bell Semi.
`
`3.4
`
`Bell Northern hereby grants to BROADCOM a nonexclusive royalty-free, fully
`paid-up, fully exhaustive, non-sublicensable, non-transferable and non-assignable
`(except a transfer or assignment to another BROADCOM AFFILIATEas further
`provided by Section 12.6) license, under the Bell Northern PATENTS (the "Bell
`Northern License"):
`(a) to make, have made,
`lease, sell, offer for sale, import,
`distribute, both directly and indirectly,
`including through one or more tiers of
`distribution, and otherwise use and exploit any and all products that practice any
`invention, apparatus or method that would, absent this license, infringe any claim
`of any of the Bell Northern PATENTS, (b) with respect to any act which would
`constitute infringement, inducement of infringement or contributory infringement
`under U.S. patent law or its equivalent as a result of any of the activities by
`BROADCOMasset forth in the foregoing subsection 3.4 (a), or (c) with respect to
`any products or services provided to BROADCOMforthe use of the products or
`services by BROADCOM within,
`in combination or
`in conjunction with a
`BROADCOMproductor service, (subsections (a)-(c) collectively "Bell Northern
`Licensed Products").
`The
`foregoing Bell Northern License granted to
`BROADCOMis intended to be a broad license covering all of BROADCOM’S
`products and services, and applies to the use of Bell Northern Licensed Products by
`all downstream purchasers of the Bell Northern Licensed Products in every
`jurisdiction throughout the world, regardless of the jurisdiction in whicha first sale
`of the Bell Northern Licensed Products is deemed to have occurred. Licenses or
`
`

`

`DocuSign Envelope ID: 9D405AA9-526A-4424-A50A-08DC33347E98
`
`CONFIDENTIAL
`
`rights not expressly granted to BROADCOM in this Section 3.4 cannot arise by
`implication, estoppel, or otherwise. All rights and licenses not expressly granted in
`this Section 3.4 are hereby expressly reserved by Bell Northern.
`
`3.5 Within sixty (60) days of the EFFECTIVE DATE, except with respect to the
`BROADCOMLIEN, BROADCOMshall, at its own expense, release and cause the
`release of any andall liens, mortgages, security interests and/or similar financial
`interests in or on the PATENTS("LIENS"). All LIENSare set forth in Exhibit F,
`annexedhereto.
`
`3.6 Upon receipt by BROADCOMofthe first payment of Ten Million United States
`Dollars (U.S. $10,000,000) set forth in Section 4.1, BROADCOMshall execute and
`deliver to (a) Bell Semi a legally binding copy of the DEED OF ASSIGNMENTof
`the Bell Semi PATENTS, as set forth in Exhibit B(.) for filing with governmental
`agencies and (b) Bell Northern a legally binding copy of the DEED OF
`ASSIGNMENTof the Bell Northern PATENTS, as set forth in Exhibit B(2) for
`filing with governmental agencies.
`If there is an inconsistency between either of
`Exhibit BQ) or Exhibit B(2) and the terms and conditions of this Assignment
`Agreement, then the terms and conditions of this Assignment Agreementprevail.
`BROADCOM further
`shall
`deliver, within
`five
`(5)
`business
`days
`of
`BROADCOW’S receipt of such payment, (a) to Bell Semi original cop(ies) of the
`DEED OF ASSIGNMENTfor the Bell Semi PATENTS as set forth in Exhibit
`BQ(1), and (b) to Bell Northern original cop(ies) of the DEED OF ASSIGNMENT
`for the Bell Northern PATENTSasset forth in Exhibit B(2) .
`
`3.7 BROADCOMagreesto use its best efforts, without additional charge to HILCO,
`Bell Semi or Bell Northern, to promptly execute and deliver any further assignment
`documents reasonably requested by HILCO, Bell Semi or Bell Northern to
`complete transfer of all right, title and interest in and to the PATENTS; provided,
`however, that Bell Semi and Bell Northern shall each bear all costs of filing or
`recording anyof their respective assignment documents.
`
`4
`
`CONSIDERATION
`
`4.1
`
`In consideration for the assignment of PATENTS, as set out herein, HILCO shall
`pay to BROADCOMthe sum of Thirty Five Million United States Dollars (U.S.
`$35,000,000) as the agent for and on behalf of each of Bell Semi and Bell Northern
`in
`accordance with
`the
`following
`payment
`schedule
`(“PAYMENT
`OBLIGATIONS’):
`
`PAYMENT AMOUNT
`
`PAYMENT DUE DATE U.S. $10,000,000
`
`Within ten (10) days of the EFFECTIVE
`DATE
`
`

`

`DocuSign Envelope ID: 9D405AA9-526A-4424-A50A-08DC33347E98
`
`CONFIDENTIAL
`
`
`
`U.S. $10,000,000
`
`January 24, 2018
`
`
`October 24, 2018
`
`April 24, 2018
`U.S. $5,000,000
`
`
`U.S. $5,000,000
`
`U.S. $5,000,000
`
`July 24, 2018
`
`Payment of Ten Million United States Dollars (U.S. $10,000,000) shall be payable
`to BROADCOMuponexecution of this Assignment Agreement; provided that for
`the convenience of the Parties, payment to BROADCOM of such Ten Million
`United States Dollars (U.S. $10,000,000) shall be made within ten (10) days of the
`EFFECTIVE DATE. The remaining balance of Twenty Five Million United States
`Dollars (U.S. $25,000,000) shall be paid to BROADCOMaccordingto the payment
`schedule set forth in the PAYMENT OBLIGATIONSin this Section 4.1. Subject
`to Section 5.3,
`in no event will the sum or any portion thereof be credited or
`refunded to HILCO, Bell Semi, or Bell Northern.
`
`4.2
`
`SECURITY INTEREST IN PATENTS
`
`a)
`
`In consideration for the assignment of the PATENTS, as set out herein,
`HILCO, Bell Semi, and Bell Northern (collectively “GRANTORS”) hereby
`grant to BROADCOMa security interest in and continuing lien on all of
`GRANTORS’ right, title and interest in and to (1) the PATENTS, (ii) any and
`all
`claims
`for damages
`for past, present
`and
`future
`infringement,
`misappropriation or breach with respect to the PATENTS, with the right, but
`not the obligation, to sue for and collect, or otherwise recover, such damages,
`and (iii)
`any and all proceeds of
`the foregoing ((i)-(iii) collectively
`“COLLATERAL”)(“BROADCOM LIEN”).
`
`b) This Assignment Agreement secures, and the COLLATERALis collateral
`security for, the prompt and complete payment when due, as set forth in the
`payment schedule for HILCO’s PAYMENT OBLIGATIONS(including the
`payment of amounts that would become due but for the operation of the
`automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §
`362(a) (and any successor provision thereof)) (collectively, the “SECURED
`OBLIGATIONS”).
`
`c)
`
`If GRANTORS have breached Section 4.1 hereof by failing to make a
`scheduled payment,
`then BROADCOM may exercise in respect of the
`COLLATERAL,
`in addition to all other rights and remedies provided for
`herein or otherwise available to them at law or in equity, all the rights and
`remedies of a secured party on default under the UCC (whetheror not the UCC
`applies to the affected Collateral) to collect, enforce or satisfy any SECURED
`
`

`

`DocuSign Envelope ID: 9D405AA9-526A-4424-A50A-08DC33347E98
`
`CONFIDENTIAL
`
`OBLIGATIONS then owing, whether by acceleration or otherwise, and also
`may pursue any ofthe following separately, successively or simultaneously:
`
`1) notify GRANTORSorother party obligated on the COLLATERALto
`make payment to BROADCOM,;
`
`2) notify GRANTORSorother party obligated on the COLLATERALto
`assign the PATENTSback to BROADCOM,;
`
`3) direct a Securities Intermediary to the disposition of funds in a Securities
`Account(Capitalized terms not defined in this Agreement shall have the
`meaning given to them in the Uniform Commercial Code (UCC) as in
`effect in the State of New York);
`
`4) prior to the disposition of the Collateral, prepare the Collateral for
`disposition in any manner
`to the
`extent BROADCOM deems
`appropriate; and
`
`5) without notice except as specified below or under the UCC, sell, assign,
`transfer or otherwise dispose of the Collateral or any part thereof in one
`or more parcels at public or private sale, for cash, on credit or for future
`delivery, at such time or times and at such price or prices and upon such
`other terms as BROADCOM may deem commercially reasonable.
`
`Together with execution of this Assignment Agreement, GRANTORSagree to
`execute the INTELLECTUAL PROPERTY SECURITY AGREEMENT, as
`set
`forth in Exhibit G,
`covering the BROADCOM LIEN on the
`COLLATORALfor recording with the U.S. Patent and Trademark Office and
`other governmental authorities.
`
`With respect to the payment due January 24, 2018 only, if GRANTORSfail to
`make such payment when due, GRANTORSshall have sixty (60) days to cure
`such non-payment prior to BROADCOMinvoking the remedies set forth in
`Section 4.2(c). If payment is made on orprior to the 30" day in arrears, no
`penalty shall be payable by GRANTORS to BROADCOM.
`If payment is
`made in the period 31 to 60 days in arrears, GRANTORSshall pay to
`BROADCOMa penalty equal to the product of (a) $500,000 and (b) the
`numberof daysthat lapse since the 30" day divided by 30. For the avoidance
`of doubt and by way of example, if GRANTORScure 45 daysin arrears (i.e.,
`45 days after January 24, 2018), GRANTORSshall pay to BROADCOM
`$250,000 (= $500,000) x (15/30).
`
`Upon receipt by BROADCOM of the full payment of Thirty Five Million
`United States Dollars
`(U.S. $35,000,000)
`set
`forth in Section 4.1,
`the
`BROADCOM LIEN will be terminated and BROADCOM will no longer
`possess a security interest in and continuing lien on all of GRANTORS’ right,
`title and interest in and to the COLLATORAL. Upon termination of the
`BROADCOM LIEN, BROADCOM agrees to execute and/or record any
`termination of interest agreements that may be reasonably requested by the
`GRANTORS.
`
`d)
`
`e)
`
`

`

`DocuSign Envelope ID: 9D405AA9-526A-4424-A50A-08DC33347E98
`
`CONFIDENTIAL
`
`4.3
`
`BROADCOMshall pay or withhold and otherwise bear all taxes and other charges
`(including without limitation, sales and value added taxes) imposed by any national
`government, and any state,
`local or other political subdivision thereof, of any
`country in which BROADCOMissubject to taxation, as the result of HILCO’S
`payment of the consideration hereunder on behalf of each of Bell Semi and Bell
`Northern. Any overdue paymentwill be subject to a late payment charge calculated
`at an annual rate of three percentage points (3%) over the prime rate or successive
`prime rates (as posted in New York City) during delinquency.
`If the amountof the
`charge exceeds the maximum permitted by law, the charge will be reduced to the
`maximum.
`
`REPRESENTATIONS AND WARRANTIES
`
`5.1
`
`inducement for Bell Semi and Bell Northern to enter into this
`As a material
`Assignment Agreement, and for HILCO to act as the agent for each of Bell Semi
`and Bell Northern, BROADCOMrepresents, warrants and covenants to each of
`HILCO, Bell Semi and Bell Northern that:
`
`a)
`
`BROADCOMisfree to enter into this Assignment Agreement and any other
`relevant documents referred to in this Assignment Agreement;
`
`b)
`
`c)
`
`d)
`
`e)
`
`BROADCOMhasfull right and legal power and authority to enter into this
`Assignment Agreement and the other documents and has received all necessary
`authorizations to do so;
`
`other than consents and authorizations already obtained prior to the execution
`of this Assignment Agreement, BROADCOMdoesnot require any consents or
`authorizations of any third party to fulfill
`its obligations set forth in this
`Assignment Agreementor the other documents;
`
`BROADCOMisthe sole and exclusive owner, assignee and holderof all right,
`title and interest in and to (i) all of the PATENTSlisted in Exhibit A(1) and (11)
`all of the PATENTSlisted in Exhibit A(4), including without limitation, the
`right
`to sue for past, present and future infringement of the PATENTS
`including the rights set forth in Section 3.1. BROADCOM is an owner,
`assignee and holder of right, title and interest in and to all of the PATENTS
`listed in Exhibit A(3), including the right to sue for past, present and future
`infringement of the PATENTS, subject to the rights held by any joint owners
`of such PATENTS, including the rights set forth in Section 3.1;
`
`to all of the
`To BROADCOM’S KNOWLEDGE, except with respect
`PATENTSlisted in Exhibit A(2), executed assignments, including from all
`inventors of the PATENTS,
`for
`the PATENTS have been recorded as
`necessary to fully perfect BROADCOM’S rights andtitle therein in accordance
`with governing law and regulations in each respective jurisdiction;
`
`

`

`DocuSign Envelope ID: 9D405AA9-526A-4424-A50A-08DC33347E98
`
`CONFIDENTIAL
`
`f)
`
`g)
`
`h)
`
`)
`
`)
`
`k)
`
`I)
`
`m)
`
`To BROADCOM'S KNOWLEDGE,those patents and patent applications of
`the PATENTSthat are identified in any of Exhibit A(1), Exhibit A(2), Exhibit
`A(3) and Exhibit A(4) as having a "Granted" status have not been abandoned
`or lapsed on or before the EFFECTIVE DATE;
`
`none of the PATENTS have been found invalid or unenforceable in any
`administrative, arbitration, judicial or other proceeding;
`
`to BROADCOM’S KNOWLEDGE, BROADCOM hasnotreceived notice of
`any actions, suits, investigations, claims, or proceeding threatened, pending or
`in progress relating to infringement,
`invalidity or unenforceability of the
`PATENTS,
`including but not
`limited to any opposition,
`re-examination,
`reissue, interference proceeding, or any similar proceeding;
`
`to BROADCOM’S KNOWLEDGE,with the exception of any agreements
`between BROADCOM and Apple Inc. and its AFFILIATES, all written
`licenses, obligations or agreements regarding any ENCUMBRANCESonthe
`PATENTS that may exist with respect to the entities listed in Exhibit C
`(collectively "Encumbrance Agreements") have been placed in a reading room
`for review by HILCO’S, Bell Semi's and Bell Northern's outside counsel or
`otherwise shared with HILCO, Bell Semi or Bell Northern as part of the due
`diligence for this Assignment Agreement;
`
`to BROADCOM’S KNOWLEDGE, other than the Encumbrance Agreements,
`no other
`licenses, obligations or agreements exist with respect
`to the
`PATENTSthat grant any exclusive rights or exclusive licenses to any party;
`
`to BROADCOM’S KNOWLEDGE,none of the COMMERCIAL LICENSES
`impose any additional restrictions on or licenses to the PATENTS beyond the
`sale, distribution, manufacturing or use of BROADCOM’S products and
`Services;
`
`to BROADCOM'S KNOWLEDGE,other than as set forth in Exhibit F, there
`are no LIENSin or on the PATENTS; and
`
`BROADCOM makes no additional representations, warranties or covenants
`regarding
`the
`existence
`of
`any
`other
`licenses,
`obligations
`or
`ENCUMBRANCESon the PATENTS.
`
`5.2
`
`HILCO, Bell Semi and Bell Northern each represent, warrant and covenant to
`BROADCOMthat each of HILCO, Bell Semi, and Bell Northern:
`
`a)
`
`b)
`
`is free to enter into this Assignment Agreement and any other relevant
`documents referred to in this Assignment Agreement;
`
`has full legal power and authority to enter into this Assignment Agreement and
`any the other documents
`and has
`received all necessary corporate
`authorizations to do so; and
`
`

`

`DocuSign Envelope ID: 9D405AA9-526A-4424-A50A-08DC33347E98
`
`CONFIDENTIAL
`
`5.3
`
`5.4
`
`c)
`
`other than consents and authorizations already obtained prior to the execution
`of this Assignment Agreement, does not require any consents or authorizations
`of any third party to fulfill
`its obligations set forth in this Assignment
`Agreementor any the other documents.
`
`Uponnotification by HILCO, Bell Semi, or Bell Northern of the occurrence of any
`breach of any representation, warranty, or covenant contained in Section 5.1, in
`case of a breach capable of remedy, BROADCOMshall cure the breach within
`thirty (30) days from the notification.
`In the event that BROADCOM fails to cure
`the breach within the 30-day period or in the event of a breach not capable of
`remedy, each of HILCO Bell Semi and Bell Northern will be entitled to pursue any
`remedy it may havein law orin equity.
`
`All representations, warranties, and covenants of each Party will survive the closing
`of this transaction and remain in full force and effect until the expiration of any
`applicable sta