Xxxxxxx Xxxxxxx, Xx. Xxxxxxxxxxx Xxxxx President President
Xxxxxxx Xxxxxxx, Xx. X00000 Notwithstanding the foregoing, Corning Licensed Know-How shall not include technical information (a) owned by Corning Cable Systems or Technical Materials or their respective Subsidiaries, or (b) related to optical fiber, switching, MEMS (micromechanical systems), VCSEL's (vertical cavity surface emitting lasers), [*]. It is understood and acknowledged, however, that Corning Licensed Know-How shall include any proprietary non-patented information, inventions and technology which, as of the Asset Purchase Closing, was necessary for or used in the design, development, assembly, manufacture, production, testing, storage, transportation or delivery of the Corning Commercialized OCM Products and which is delivered to Avanex pursuant to this IP Agreement or the Purchase Agreement, that would otherwise be excluded from Corning Licensed Know-How by the preceding sentence, unless, to Avanex's knowledge or the knowledge of any former Corning employee who becomes employed by Avanex subsequent to the Asset Purchase Closing, it falls within the exclusions of the preceding sentence.
Xxxxxxx Xxxxxxx, Xx. Xxxxxx Xxxxxxx and Xx. Xxxxxx Xxxxxxx will execute a guarantee in the Bank favour in the sum of $2,400,000.- (Two Million and Four Hundred Thousand Dollars) in the form attached hereto as Annex C.
Xxxxxxx Xxxxxxx, Xx. X. x company incorporated in Italy as a società per azioni and registered with the Registry of Companies in Ancona under number 00693740425 with registered office in Fabriano (AN) at Viale A. Merloni, 47, 60044, having an underwritten and paid-up share capital equal to Euro 102,759,269.40, having VAT and Tax No. 00693740425 (the "Guarantor" or the "Company");
Xxxxxxx Xxxxxxx, Xx. X00000 that grants no other rights than those under Patents, or otherwise in any manner except as specifically set forth above.
Xxxxxxx Xxxxxxx, Xx. X00000 each other, to resolve such infringement without litigation. Subject to the above, Corning hereby grants to Avanex, to the extent permitted by law, the exclusive right to prosecute any substantial infringement of the Corning Solely Licensed Patents with respect to the manufacture, sale or use of a product within the field of Corning OCM Products, including acts of infringement occurring prior to the execution of this IP Agreement, or defend any declaratory judgment action with respect thereto (for the purposes of this Section 4.4, an "ENFORCEMENT ACTION"), at its own expense, provided that Avanex shall consult with Corning and obtain Corning's approval before taking any action (including entering any settlement, consent judgment or other voluntary final disposition of any Enforcement Action) that could adversely affect any Corning Solely Licensed Patents. If necessary, Corning will join such Enforcement Action as a party. Avanex shall retain all of any recovery obtained in an Enforcement Action, unless such recovery pertains to acts of infringement occurring prior to the execution of this IP Agreement. In such a case, Avanex shall deduct from such recovery Avanex's litigation costs, and shall remit to Corning a pro rata share of the remainder of the recovery (through settlement, order, or judgment), based on the ratio of the portion of the recovery attributable to such prior acts of infringement divided by the total recovery. In any Enforcement Action, Corning shall, at the request of Avanex and subject to reimbursement of costs set forth below, cooperate in all reasonable respects; make available relevant records, papers, information, and the like; and, to the extent reasonably possible, have its employees testify when requested. To the extent that Avanex elects to prosecute or defend an Enforcement Action, Avanex shall pay all Corning's expenses including, but not limited to, attorneys fees and court costs for Corning's involvement as a subpoenaed third party or as a necessary joined party in any court, alternative dispute resolution, or administrative body proceedings, as well as compensation for the value of the time of Corning's employees as reasonably required in connection with the Enforcement Action.
Xxxxxxx Xxxxxxx, Xx. XXXXXXX XXXXX, Brazilian, business manager, enrolled with the CPF under No. 000.000.000-00, with commercial address at Xxx Xxxx Xxxxxx, No. 755, 7th floor, Consolação, in the City of São Paulo, State of São Paulo (“Antonio”);
Xxxxxxx Xxxxxxx, Xx. Xxxxxx Xxxxxxx on behalf of the Estate of Xxxx Xxxxxxx; Xxxxxx Xxxx; Xxxxxxxx Xxxx; Xxxxxxxx Xxxx; Xxxxxxxx Xxxx; Xxxxxxxx Xxxx; Xxxxxxxx Xxxx on behalf of herself and the Estate of Xxxxxxx Xxxx; Xxxxxxxx Xxxx on behalf of herself and the Estate of Xxxxxx Xxxx; Xxxxxxxx Xxxxxx; Xxxx Xxx Xxxxxxxx on behalf of the estate of Xxxxxx Xxxxxxx and on behalf of the estate of Xxxxxxx Xxxxxxx; Xxxxxx Xxxxxxx; Xxxxx Xxxxx;
Xxxxxxx Xxxxxxx, Xx. Xxxxxxx Xxxx, Dr.
Xxxxxxx Xxxxxxx, Xx son of Late Xxxxxxxx Xxxx Xx, by faith – Hindu, occupation:- Retired, by Nationality – Indian, residing at 000 Xx. Xxx Para, P.O. & P.S. – Chinsurah, District – Hooghly, West Bengal, Pin Code- 712101, Aadhaar No : 000000000000, Pan No : XXXXX0000X;
