Apple (AAPL)

Required Procedures

Freescale will have [**] pursuant to this section [**]: (i) [**] in writing as soon as reasonably practicable after [**]; and (ii) [**] will not be liable for the settlement of a Claim made [**]. [**] may not enter into any settlement that imposes any obligation on [**] or publicize or permit any third party to publicize any settlement of a Claim without [**] prior written consent.  Nothing in this Purchase Agreement will obligate Freescale to knowingly infringe any valid patent or other intellectual property of a third party.  If Freescale has reason to believe that any MPU or portion thereof infringes such an intellectual property right, it will promptly notify Apple and [**] will [**] or [**].  Freescale may [**] such MPUs [**] for [**] and [**] the [**] and [**].  If a Claim is asserted prior to completion of delivery of the MPU, Freescale will notify Apple in writing and [**], and [**]: (i) obtain for Apple the right to use and sell the MPUs; (ii) [**]; or, if neither of the above [**], (iii) [**] of the products and [**] the purchase price paid[**].  [**] will [**] product until [**] has [**] for [**].

Required Procedures

Freescale will have [**] pursuant to this section [**]: (i) [**] in writing as soon as reasonably
practicable after [**]; and (ii) [**] will not be liable for the settlement of a
Claim made [**]. [**]
may not
enter into any settlement that imposes any obligation on [**] or publicize or permit any third party to
publicize any settlement of a Claim without [**] prior written consent.  Nothing in this Purchase Agreement will
obligate Freescale to knowingly infringe any valid patent or other intellectual
property of a third party.  If Freescale
has reason to believe that any MPU or portion thereof infringes such an
intellectual property right, it will promptly notify Apple and [**] will [**] or [**].  Freescale may [**] such MPUs [**] for [**]
and [**] the [**]
and [**].  If a Claim is asserted
prior to completion of delivery of the MPU, Freescale will notify Apple in
writing and [**], and [**]: (i) obtain for Apple the right to
use and sell the MPUs; (ii) [**]; or, if neither of the
above [**], (iii) [**] of the products and [**] the purchase price paid[**].  [**] size="2" color="black" face="Times New Roman" style="color:windowtext;font-size:10.0pt;">will [**] product until [**] has [**]
for [**].