except for terms defined herein, including the following terms, which shall have the meanings set forth below: 1 1.1 IP Agreement The term "IP Agreement" means this Intellectual Property Agreement, including all attached Exhibits hereto, and any amendments or supplements agreed to in writing and signed by SONY and PURCHASER. 1.2 Asset Purchase Agreement The term "Asset Purchase Agreement" means the Asset Purchase Agreement dated August 28, 2009 between SONY and PURCHASER to which this IP Agreement is attached as Exhibit F. 1.3 Effective Date The term "Effective Date" means the Closing Date. 1.4 Licensed Patent(s) The term "Licensed Patent" or "Licensed Patents" means any patent or patents issued at any time in any country (including any inventor's certificates, extension, reissued, renewal and reexamined patents), which (1) is based on any invention made on or prior to the Effective Date, including any patents for inventions disclosed in patent applications filed on or prior to the Effective Date, and issuing from any of those patent applications or any patent applications which are continuations, continuing applications, continuations-in-part or divisions of those patent applications, or on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under which SONY or its Affiliates have the right to grant licenses without payment by SONY or any of its Affiliates of additional royalties or other consideration to a third party (excluding payments for inventions made by that third party while employed by SONY or any of its Affiliates), and (3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any Competing Products (including, without limitation, the SRAM Products). "Licensed Patents" shall exclude the Transferred Patents. 2 1.5 Transferred Patent(s) The term "Transferred