Koninklijke Philips Electronics N. V., a limited liability company incorporated in the Netherlands, with corporate seat in Eindhoven, the Netherlands, and address at Xxxxxxxxxxxxxxx 0, Xxxxxxxxx, xxx Xxxxxxxxxxx (“Royal Philips”), and
Koninklijke Philips Electronics N. V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Guarantor”), hereby irrevocably and unconditionally guarantees to Visicu, Inc. the full and timely performance by Philips Holding USA Inc. and Ice Merger Sub, Inc. (collectively, the “Philips Companies”) of their respective obligations under the foregoing Agreement and Plan of Merger (the “Merger Agreement”), and agrees to take all actions which the Philips Companies are obligated under the Merger Agreement to cause the Guarantor to take. Sections 9.2, 9.4, 9.5, 9.8 and 9.12 of the Merger Agreement shall apply to this guarantee, mutatis mutandis, as if they had been fully set forth herein. Andover, Massachusetts, December 18, 2007 Koninklijke Philips Electronics, N.V. By: /s/ Exxxxx Xxxxxx Exxxxx Xxxxxx Attorney-In-Fact ANNEX A
Koninklijke Philips Electronics N. V., a company incorporated under the laws of The Netherlands By: /s/ XXXXXX VAN DER POEL ---------------------------------------------- Name: Xxxxxx van der Poel Title: Executive Vice President KPE ACQUISITION INC., a Delaware corporation
Koninklijke Philips Electronics N. V., a public company incorporated under the laws of the Netherlands, with its registered office at Xxxxxxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx (hereinafter referred to as "Philips") In this Agreement, the Depositor and Philips are referred to individually as "Party" and collectively as "Parties".
Koninklijke Philips Electronics N. V., Nos. 09-1208, -1209 (Fed. Cir. Nov. 3, 2009), the Federal Circuit reversed the district court’s holding that two subsidiaries of Imation Corporation (“Imation”) were not licensed under a patent cross-license agreement between Imation and Koninklijke Philips Electronics N.V. (“Philips”). The Court analyzed the agreement under New York contract law, found that the two subsidiaries were licensed, and remanded for further proceedings. In 1995, Minnesota Mining and Manufacturing Corporation (“3M”) and Philips entered into a patent cross-license agreement (the “Agreement”) related to optical and magneto optical information storage and retrieval technology. In 1996, 3M spun off Imation, which took 3M’s place in the Agreement. Under the Agreement, each party granted licenses covering certain of its patented products and processes to the other party and subsidiaries of the other party. Specifically, the Agreement stated that Philips “agrees to grant and does hereby grant to [Imation] and its SUBSIDIARIES” a license that included a set of specifically defined patents. Slip op. at 3 (alteration in original).
Koninklijke Philips Electronics N. V., having its registered seat at Xxxxxxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx (hereinafter called "Lender"),
Koninklijke Philips Electronics N. V., et al., No. 00-0000-0000 (the “California Action”);
Koninklijke Philips Electronics N. V., et al., No. 08-2848 (the “Texas Action”);
Koninklijke Philips Electronics N. V., a corporation organized and existing under the laws of the Kingdom of the Netherlands with registered office at Xxxxxxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx (hereinafter referred to as "PHILIPS") on the other hand
Koninklijke Philips Electronics N. V., having its registered seat at Xxxxxxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx (Lender")
