14
NON-EXCLUSIVE LICENSE AGREEMENT
Agreement made as of January 30, 1996 (the "Effective Date")
by and between Xxxxxx, Inc., a Delaware corporation having a
place of business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
(the "Licensor") and International Business Machines Corporation,
a New York corporation having a principal place of business at
0000 Xxxxx 00, Xxxxxxxx Xxxxxxxx, XX 00000 (the "Licensee" and
together with the Licensor, the "Parties" and each individually,
a "Party"):
WHEREAS, the Licensor has developed and acquired certain
technology as more fully described in the Schedule to this
Agreement (the "Xxxxxx Technology"), some of which is the subject
of United States and foreign patents;
WHEREAS, Licensor believes that certain of its proprietary
information has previously been indirectly disclosed to Licensee;
WHEREAS, Licensee believes that it has not previously
received from any source, nor has in its possession any
proprietary information of Licensor; and
WHEREAS, both Parties wish to settle all disputes between
them regarding Licensor's proprietary information or Xxxxxx
Technology by means of this Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements herein contained and other valuable
consideration, the receipt, adequacy and sufficiency of which is
hereby acknowledged, the Parties covenant and agree as follows:
X. Xxxxx of License.
Subject to the terms and conditions of this Agreement, the
Licensor hereby grants to the Licensee, and the Licensee accepts,
a non-exclusive, irrevocable, except as provided in paragraph VI
A of this Agreement, world-wide license dating from the receipt
of the Xxxxxx Technology from any source (the "License") to make
and use the Xxxxxx Technology, but only for the purposes of
manufacturing, using, leasing and selling (i) the neural-network
semiconductor device currently known as ZISC036 (as more
particularly described in the Schedule attached hereto) and any
future modifications, enhancements or extensions of ZISC036 and
other similar semiconductor devices (all of which are hereinafter
collectively referred to as "Subject Products", a list of which
Subject Products is contained in the Schedule to this Agreement,
which list will be periodically updated by Licensee), and (ii)
products incorporating Subject Products. Making or selling
software products containing the Xxxxxx Technology, other than
application development software relating to the use of Subject
Products or to the use of products incorporating Subject
Products, is not within the scope of this License. Licensee may
authorize third parties to exercise its rights to make Subject
Products provided (i) Licensee only discloses to such third
parties the mask and test specifications for such Subject
Products and (ii) no such third party shall have the right to
market, lease, sell or otherwise transfer such Subject Products
except to Licensee. Except as provided in paragraph VII L of
this Agreement Licensee shall not have the right to grant
sublicenses of the rights licensed under this License. All
rights not expressly granted in this Agreement to Licensee are
reserved by Licensor. Licensor releases Licensee, its
Subsidiaries, and its and their respective customers, from any
and all claims of infringement or violation of any other right,
which claims have been made or which might be made at any time,
with respect to any Subject Product used, leased, sold or
otherwise transferred by or for Licensee or its Subsidiaries
before the Effective Date of this Agreement, and with respect to
any method practiced in the manufacture or use of such Subject
Product but only to the extent that such Subject Product would
have been licensed under the license had it been used, leased,
sold or otherwise transferred or practiced after the Effective
Date of this Agreement.
II. Confidentiality.
Licensee shall hold in confidence and not disclose the
Xxxxxx Technology for a period of ninety-four (94) years from
receipt thereof with the exception of such information which: (i)
is already in the public domain at the time of disclosure; or
(ii) after disclosure becomes a part of the public domain by
publication through action other than directly or indirectly by
Licensee in violation of this Agreement; (iii) is received by
Licensee after the time of disclosure from a third-party who did
not require such information to be held in confidence and who did
not acquire, directly or indirectly, such information from
Licensor under any obligation of confidence; (iv) is otherwise
being disclosed pursuant to this Agreement or is being disclosed
as agreed to by the Parties in writing in advance of publication;
(v) is already in the possession of Licensee or any of its
Subsidiaries, at the time of disclosure, without obligation of
confidence; (vi) is independently developed by Licensee or any of
its Subsidiaries; (vii) is disclosed in Licensee's patent
publications of, or issued patents, based on Licensee's European
Patent Applications Serial Numbers: 94480067.1, 94480071.3,
94480072.1, 94480070.5, and 94480069.7, all filed on July 28,
1994, including counterpart applications filed in other countries
and all patents issuing thereon; (viii) is inherently disclosed
by the reverse engineering of Subject Products by third parties,
or (ix) does not contain more information regarding the Xxxxxx
Technology than Licensor has publicly disclosed with regard to
the Xxxxxx Technology contained in its own similar products.
Notwithstanding the foregoing, Licensee shall have the right to
communicate information comprising the Xxxxxx Technology to those
of its employees having a need to know to the extent necessary
for purposes permitted by this Agreement, but shall, as a
condition of such communications, require such persons to whom
such information is communicated to execute or have executed a
written non-disclosure agreement.
III. Royalty Rate, Payment and Related Matters.
A. Licensee shall pay (in U.S. dollars) to Licensor during
the term of this Agreement royalties as set forth in the
Schedule. All royalties shall be due and payable thirty (30)
days after the end of the calendar quarter in which the Subject
Product in question was shipped, or incorporated into a product,
by the Licensee, as the case may be. Except as expressly
provided in this Agreement, no payment shall be subject to a
refund. Any amount not paid when due shall bear interest at the
lower of one and one half (1-1/2%) percent per month or the
maximum rate allowed by law. In the event Licensor is required
to institute an action to collect any such amount, it will be
entitled to reimbursement by Licensee of its reasonable expenses
so incurred (including attorneys' fees). Any action to collect
any such amount must be brought within two (2) years from the end
of the quarter in which the audit discovering such amount was
completed.
B. Licensee shall be liable and responsible for the
reporting and payment of all taxes and duties (except income
taxes accrued against Licensor) arising from this Agreement and
shall indemnify and hold Licensor harmless from any failure of
Licensee to do so. Nevertheless, Licensor shall have the right
to report and pay to the collecting authority, and collect from
Licensee, any of such taxes and/or duties not paid by Licensee
when due.
C. Licensee will, beginning with any shipment of Subject
Products after August 1, 1995, keep such records relating to
Subject Products as will enable the royalties payable hereunder
to be accurately determined by Licensor. Such records will be
retained by Licensee and made available to the accounting firm of
Xxxxxxx, Xxxxxx & Co. or to a "big six" accounting firm selected
by Licensor or to another accounting firm selected by Licensor
subject to Licensee's approval, which approval shall not be
unreasonably withheld. Such records will be made available for
examination in New York State, the United States of America, at
the request and at the expense of Licensor during reasonable
business hours at the offices of Licensee set forth in the
preamble to this Agreement for a period of at least five (5)
years after the date of the transactions to which the records
relate. Licensor may make such examinations on no more frequent
basis than one (1) time per calendar year starting with the
Effective Date. Each examination may cover only records
pertaining to the forty-eight (48) months immediately preceding
such examination or records pertaining to the period since the
last such examination, whichever is less. Within thirty (30)
days after the end of each calendar quarter during the term of
this Agreement, Licensee shall deliver to Licensor in accordance
with subparagraph I of paragraph VII, hereof, a certificate of a
duly authorized representative of Licensee setting forth the
number of Subject Products shipped (including all Subject
Products transferred internally) during such calendar quarter and
(i) the Net Selling Price for all Subject Products shipped during
that calendar quarter and the method and details of calculation
thereof; (ii) the cumulative number of Subject Products sold
under this Agreement; (iii) the royalty applied to each sale; and
(iv) the highest royalty paid per unit for any Subject Product
shipped to date in excess of 500,000 units. Each such
certificate shall be accompanied by payment in full of royalties
then due to Licensor. If any audit discloses an understatement
of royalties due, Licensee shall within thirty (30) days after
notice pay to Licensor any such deficiency. Licensee shall
reimburse Licensor for the costs of such audit if the audit
determines that any such certificate is understated by more than
five percent (5%) for any calendar quarter. If a subsequent
audit determines that any subsequent certificate is understated
by more than five percent (5%), Licensee shall pay to Licensor,
in addition to any deficiency as hereinabove provided, twice the
costs of such audit.
IV. Third-party Claims and Actions; Infringement and
Unauthorized Use
A. Licensor assumes no obligation or liability for, and
Licensee will indemnify, defend and hold Licensor harmless from
any direct damage, expense or cost resulting or arising from any
third-party claim or action arising from or relating to (i)
breach by Licensee of any of its agreements, warranties or duties
contained in this Agreement (ii) product-liability claims arising
from the Subject Products, (iii) the use of the Xxxxxx Technology
by Licensee in combination with any other technology or product,
(iv) Licensor's compliance with Licensee's design,
specifications, or instructions, (v) for any action or claim of
trademark infringement involving any marking or branding by the
Licensee not applied or approved in advance by Licensor, (vi) in
whole or in part arising out of or relating to any modification
by the Licensee of the Xxxxxx Technology or (vii) the direct or
contributory infringement of any process patent using any Xxxxxx
Technology. This paragraph IV A states the entire liability and
obligation of each Party and the exclusive remedy of each other
Party and Licensee's sublicensees with respect to any third-party
action or claim (i) of alleged infringement relating to or
arising out of the subject matter of this Agreement or (ii)
otherwise described in this paragraph IV A.
B. Licensor, in its sole discretion, shall determine what
steps, if any, are to be taken with respect to any third-party
infringement or unauthorized use of the Xxxxxx Technology and any
damages recovered therefor by Licensor shall be payable solely to
Licensor.
V. Warranties and Covenants.
A. Each Party does hereby warrant that this Agreement has
been duly and validly authorized and executed by it and is its
valid and binding obligation.
B. Licensor represents and warrants that, as of the
Effective Date to the extent Licensor has any pending patent
application or other patent right, including any issued patents,
in addition to the patents referred to in the Schedule, Licensor
will not assert any such patent rights against Licensee, its
Subsidiaries or purchasers of Subject Products as a result of
Licensee's making, using, leasing or selling ZISC036
semiconductor devices and Licensor will not assert any such
patent rights with respect to features of future Subject Products
that are included in the ZISC036 semiconductor devices.
C. LICENSOR WARRANTS THAT ITS TITLE TO THE XXXXXX
TECHNOLOGY IS GOOD AND THAT IT HAS THE RIGHT TO GRANT THE LICENSE
HEREUNDER. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE
XXXXXX TECHNOLOGY IS LICENSED AS-IS. LICENSOR DOES NOT WARRANT
THAT THE XXXXXX TECHNOLOGY IS CAPABLE OF INDUSTRIAL REALIZATION
OR COMMERCIAL EXPLOITATION, THE RISKS OF WHICH ARE BEING ASSUMED
SOLELY BY LICENSEE, AND LICENSOR SHALL HAVE NO RESPONSIBILITY FOR
THE CONSEQUENCES OF ANY SUCH FAILURE OF INDUSTRIAL REALIZATION OR
COMMERCIAL EXPLOITATION. IT IS UNDERSTOOD THAT LICENSOR IS NOT
MAKING AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES
THAT THE MANUFACTURE, USE, OR SALE OF THE SUBJECT PRODUCTS WILL
NOT INFRINGE THE PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER
PROPRIETARY PROPERTY RIGHTS OF ANY THIRD PARTY.
D. EXCEPT AS OTHERWISE PROVIDED IN THIS PARAGRAPH V. OF
THIS AGREEMENT, LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, EITHER EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
E. IN NO EVENT WILL LICENSOR BE LIABLE UNDER THIS
AGREEMENT IN DAMAGES OR OTHERWISE IN EXCESS OF THE AGGREGATE
AMOUNT OF ROYALTIES RECEIVED BY LICENSOR FROM LICENSEE HEREUNDER.
F. Licensee further understands, agrees and warrants that:
(1) it does not intend to and will not use, market,
disseminate or transfer in any way the Xxxxxx Technology or any
Subject Product in violation of any applicable law, rule or
regulation of the United States, or any State of the United
States or any foreign country of applicable jurisdiction
(including without limitation any United States law, rule or
regulation relating to technology export or transfer) and it will
obtain at its own cost any required export license;
(2) it will not accept any United States or foreign
government purchase order, contract or agreement that would
operate to convey to any third party any rights in or to the
Xxxxxx Technology except such orders or contracts with any
government or governmental agency that include "restricted" or
"limited" rights provisions or are on no less favorable terms to
Licensor;
(3) it has, to its knowledge, all legal right and
authority to conduct its activities as contemplated by this
Agreement, including but not limited to the production of the
Subject Products;
(4) it will take, and be solely responsible for, all
steps necessary or desirable in Licensee's sole judgment to
adequately support and maintain any Subject Product Licensee
chooses to market and, for so long as they remain viable in the
marketplace in Licensee's sole judgment, to actively market any
such Subject Product. Notwithstanding the foregoing, Licensee
will have no obligation to market any Subject Product;
(5) it assumes all responsibility and liability for
Licensee's selection of the Xxxxxx Technology to achieve the
results intended and for Licensee's installation of, Licensee's
use of and results obtained by Licensee from the Xxxxxx
Technology or any Subject Product;
(6) it is solely responsible for Licensee's warranting
the Subject Products and liable for any warranty (either express,
implied or otherwise) therefor made by Licensee; and
(7) it is solely responsible for all of Licensee's
expenses incurred by it in its performance of this Agreement.
VI. Expiration or Termination
A. This Agreement and the License shall terminate if
Licensee liquidates, dissolves, shall be adjudicated insolvent,
files or has filed against it a petition in bankruptcy or for
reorganization, takes advantage of any insolvency act or
proceeding, including an assignment for the benefit of creditors,
or commits any other act of bankruptcy.
Either Party may terminate this Agreement and the License by
written notice to the other Party, if such other Party shall
breach any provision of this Agreement and such breach continues
for at least thirty (30) days after notice thereof.
B. Unless terminated in accordance with paragraph VI A,
this Agreement and the License shall continue until the
expiration of the last to expire of the patents listed in the
Schedule hereto; provided, however, that if Licensee shall have
paid to Licensor royalties on one million (1,000,000) Subject
Products at any time prior to October 1, 2008 and Licensee is
then in full compliance with all of the terms and provisions of
this Agreement, then this Agreement and the License granted with
respect to the Xxxxxx Technology (except any expired patents)
described in the Schedule hereto shall thereafter continue in
full force and effect and its royalty obligations shall be fully
paid up.
In the event Licensee has paid to Licensor royalties on at
least seven hundred and fifty thousand (750,000) Subject Products
at any time prior to October 1, 2008, Licensee shall have the
option of prepaying the royalties on the difference between one
million (1,000,000) Subject Products and the number of Subject
Products on which royalties shall then actually have been paid to
Licensor. For the purpose of such prepayment, the royalty
payable on each Subject Product shall be the highest (in U.S.
dollars) royalty paid on any Subject Product after the first five
hundred thousand (500,000) Subject Products. Licensee may
exercise this option by delivering to Licensor at any time prior
to October 1, 2008 notice of such election, which notice shall
contain a written description of the calculation of the royalty
prepayment and shall be accompanied by such prepayment, upon
which this Agreement and the above-mentioned License granted, but
only with respect to the Xxxxxx Technology (except any expired
patents), shall thereafter continue in full force and effect and
its royalty obligations shall be fully paid up.
C. Notwithstanding any termination or expiration of this
Agreement, the License and all Sublicenses shall continue in
effect with respect to any Subject Product manufactured by
Licensee prior to termination or expiration; and Licensee shall
remain liable to Licensor for royalties accruing with respect to
such Subject Product. Termination or expiration of this
Agreement and the License shall not release Licensee from any of
its obligations or liabilities accrued or incurred under this
Agreement, or rescind or give rise to any right to rescind any
payment made or other consideration given hereunder. Upon
termination or expiration of this Agreement and the License,
Licensee shall cease all marketing and other activities under the
License and shall (i) (at Licensee's election) immediately
deliver to Licensor or irretrievably destroy, or cause to be so
delivered or destroyed, any and all copies of the Xxxxxx
Technology in whatever form and any written or other materials
incorporating the Xxxxxx Technology in Licensee's possession,
custody or control excluding semiconductor chips manufactured or
in process of manufacture prior to such termination or expiration
and (ii) within thirty (30) days deliver to Licensor a
certification thereof.
VII. Miscellaneous
A. Licensee will cause any product application
specification relating to a Subject Product and that single page
introductory marketing literature relating to any Subject Product
and known to IBM as the product flyer (specimens of which form a
part of the Schedule hereto), and their future equivalents, to be
marked on the first page thereof with a legend stating that
"[name of Subject Product] is made under a license from Xxxxxx,
Inc.". Such legend shall be printed in type no smaller than ten
(10) points, in the same type face, color and other attributes as
the main body of the text, and surrounded by a ruled box. The
positioning of the legend on the page shall be at the sole
discretion of the Licensee. The Parties agree that such marking
is at the express request of the Licensor and shall be deemed not
to be an admission of any liability whatsoever by the Licensee.
Licensee shall permit Licensor to make reasonable inspections of
such documentation, but Licensor shall not be liable to Licensee,
Licensee's customers, or others for its failure to do so or for
any defect in such documentation which it discovers or would or
could have discovered by so doing. Licensee shall not be
required to use marks of Licensor and shall not use marks of
Licensor without the advance written permission of Licensor.
Licensor may, at any time and from time to time, in its sole
discretion, revoke its marking instructions pursuant hereto.
B. Neither this Agreement, the License or other interest
hereunder shall be assignable by Licensee. Subject to the
foregoing, this Agreement shall be for, to the benefit of, and be
binding upon the Parties' successors.
C. The headings and captions used in this Agreement are
for convenience only and are not to be used in the interpretation
of this Agreement.
D. Except for Licensor's failure to bring a claim within
the time period specified in paragraph III A of this Agreement,
the failure of either Party to require performance of any
provision of this Agreement shall not affect the right to
subsequently require the performance of such or any other
provision of this Agreement. The waiver of either Party of a
breach of any provision shall not be taken or held to be a waiver
of any subsequent breach of that provision or any breach of any
other provision of this Agreement.
E. The Parties are independent contractors and engage in
the operation of their own respective businesses. Neither Party
is the agent or employee of the other Party for any purpose
whatsoever. Nothing in this Agreement shall be construed to
establish a relationship of co-partners or joint ventures between
the two Parties. Neither Party has the authority to enter into
any contract or to assume any obligation for the other Party or
to make any warranty or representation on behalf of the other
Party.
F. If any provision of this Agreement is, or is determined
to be, invalid, illegal or unenforceable, all remaining
provisions of this Agreement shall nevertheless remain in full
force and effect, and no provision of this Agreement shall be
deemed to be dependent upon any provision so determined to be
invalid, illegal or unenforceable unless otherwise expressly
provided for herein or unless the intent of this Agreement can no
longer be realized under the remaining provisions. Should any
provision of this Agreement be found or held to be invalid,
illegal or unenforceable, in whole or in part, such provision
shall be deemed amended to render it enforceable in accordance
with the intent of this Agreement.
G. This Agreement has been entered into, delivered and is
to be governed by, construed, interpreted and enforced in
accordance with the laws of the State of New York (without giving
reference to choice-of-law provisions) from time to time in
effect. The Parties agree that the United Nations Convention on
Contracts for the International Sale of Goods shall not apply to
any of the transactions which are contemplated by this Agreement.
H. This Agreement contains the entire and exclusive
agreement of the Parties with respect to its subject matter.
Except for the agreement dated 28 March, 1990 and entitled
"SYSTEME DE DEVELOPPEMENT XXXXXX LICENCE SOFTWARE", which
agreement shall remain in full force and effect, this Agreement
supersedes any agreement or understanding, whether written or
oral, entered into by the Parties prior to its effective date and
relating to its subject matter. No modification or amendment of
this Agreement shall be effective unless it is stated in writing,
specifically refers hereto, and is executed on behalf of each
Party.
I. Except as otherwise specified, all notices, payments,
certificates and reports hereunder shall be deemed given and in
effect as of the date of mailing, when sent by express mail (or
other overnight delivery service), postage prepaid, addressed to
the Parties as set forth in the preamble to this Agreement
directed, the case of Licensor, to its President, and in the case
of Licensee, to the General Manager of its Microelectronics
Division, or to such alternate addressee as either Party may from
time to time give written notice.
J. Except for failures to make any payment when due,
neither Party hereto shall be liable to the other for failure or
delay in meeting any obligation hereunder as the result of
strikes, lockouts, war, Acts of God, fire, flood or acts of
government, if beyond the control of such Party.
K. Licensee agrees that, subject to availability, it will
sell to Licensor such quantities of the Subject Products, or any
product manufactured by Licensee which includes the Subject
Products, as Licensor may from time to time and at any time
request, at prices and under terms and conditions no less
favorable to Licensor than those offered to any customer or
remarketer of Licensee, or to any other third party, any of whom
is similarly situated to Licensor in terms of its position in the
chain of distribution for the Subject Product in question and
other characteristics used by Licensee in determining its prices,
terms and conditions. The royalty provided in the Schedule to
this Agreement shall be due and payable on all such sales.
L. The term "Licensee" as used in this Agreement shall
include International Business Machines Corporation and its
Subsidiaries, all of whom shall be jointly and severally liable
for the Licensee's obligations under this Agreement even if any
such entity ceases to be a Subsidiary of Licensee, as defined
below.
Subsidiary means a corporation, company or other entity:
(a) more than fifty percent (50%) of whose outstanding
shares or securities (representing the right to vote for the
election of directors or other managing authority) are, now or
hereafter, owned or controlled, directly or indirectly, by
Licensee hereto, but such corporation, company or other entity
shall be deemed to be a Subsidiary only so long as such ownership
or control exists; or
(b) which does not have outstanding shares or securities,
as may be the case in a partnership, joint venture or
unincorporated association, but more than fifty percent (50%) of
whose ownership interest representing the right to make the
decisions for such corporation, company or other entity is now or
hereafter, owned or controlled, directly or indirectly, by
Licensee hereto, but such corporation, company or other entity
shall be deemed to be a Subsidiary only so long as such ownership
or control exists.
M. Except as disclosed in the press release that forms a
part of the Schedule attached hereto, each Party agrees not to
disclose to any third party or to publicly disclose the
existence, subject matter, terms or conditions of this Agreement
without the prior written consent of the other Party unless such
disclosure shall be (i) necessary to establish rights against the
other Party hereunder, or (ii) required by law, including without
thereby limiting, the filing of a Current Report on Form 8-K with
the U.S. Securities and Exchange Commission, each upon ten (10)
days prior written notice of disclosure to the other party unless
the requirements of law make such notice infeasible, in which
case notice shall be given as promptly as possible. Any
information publicly disclosed by either Party pursuant to the
provisions of the preceding sentence of this paragraph shall
thereafter not be subject to restriction with respect to further
disclosure.
IN WITNESS WHEREOF, the Parties hereto have set their hands
by their duly authorized representatives as of the day and year
first above written.
International Business
Machines Corporation Xxxxxx, Inc.
By: _________________________ By: _________________________
Name: /S/Xxxx X. Xxxxxxx Name: /S/Xxxxx Xxxxxxx
Title: Director, Business Office Title: Vice Chairman and
Communications, I/O & Chief Financial Officer
Storage Product Group
IBM Microelectronics
Division
SCHEDULE
Xxxxxx Technology is defined as:
(i) All know-how or other technology of Licensor in which
Licensor has a property right against Licensee enforceable at law
in the country where such right is being asserted and received by
Licensee on or before the Effective Date directly or indirectly
from Licensor or Licensor's present or former employees,
officers, or agents or otherwise whether or not in violation of
any agreement with Licensor, including any copyright thereto; and
(ii) the following United States patents or corresponding foreign
patents, and any extension, division, modification or amendment
thereto:
Issue Year of
Patent No. Title Date Expiration
4,254,474 An Information Processing 3/3/81 1988
System Using Threshold
Passive Modification
4,326,259 Self-organizing General 4/20/82 1999
Pattern Class Separator
and Identifier
4,760,604 Parallel, Multi-unit, 7/26/88 2005
Adaptive, Non-linear Pattern
Class Separataor and
Identifier
4,897,811 N-Dimensional Coulomb Neural 1/30/90 2007
Network Which provides for
Cumulataive Learning of
Internal Representations
4,958,375 Parallel, Multi-unit, 9/18/91 2008
Adaptive Pattern Classifi-
cation Ssytem Using Inter-
unit Correlations And An Intra-
Class Separator Methodology
5,054,093 Parallel, Multi-unit, 10/1/91 2008
Adaptive Nonlinear Pattern
Class Separator and Identifier
The following are the royalties to be paid by Licensee to
Licensor as provided in paragraph III of the Agreement on each
Subject Product sold, leased or internally transferred by
Licensee:
On the first 100,000 Subject Products, five percent (5%) of the
Net Selling Price received by Licensee or five dollars ($5.00)
per Subject Product, whichever is greater, for all Subject
Products sold by Licensee or incorporated by Licensee into other
products during the term of this Agreement; and
on the next 400,000 Subject Products, five percent (5%) of the
Net Selling Price received by Licensee for all Subject Products
sold by Licensee or incorporated by Licensee into other products
during the term of this Agreement; and
on the next 500,000 Subject Products, three percent (3%) of the
Net Selling Price received by Licensee for all Subject Products
sold by Licensee or incorporated by Licensee into other products
during the term of this Agreement.
On any additional Subject Product sold by Licensee or
incorporated by Licensee into other products during the term of
this Agreement, no royalty shall be payable by Licensee to
Licensor.
"Net Selling Price" shall mean the amount invoiced by Licensee in
a bona fide commercial transaction with a third party, net of
discounts and allowances and less any freight, insurance or
taxes.
The Net Selling Price per Subject Product for Subject Products
incorporated into other products, or used internally by Licensee,
shall be the average selling price of such Subject Products sold
separately during the calendar quarter for which a royalty is
payable by Licensee to Licensor ("the Current Quarter"). In the
event that the number of Subject Products sold separately during
the Current Quarter shall be less than 10% of the total number of
Subject Products sold, the Net Selling Price for each Subject
Product incorporated into other products or used internally by
Licensee during the Current Quarter will be the average selling
price for Subject Products in the last calendar quarter in which
unit sales of Subject Products sold separately were greater than
10% of the units of Subject Products sold during the Current
Quarter. If this condition has never been met, the Parties agree
to negotiate the fair value of such Subject Product incorporated
into other products or used internally by Licensee, which fair
value will be deemed to be the Net Selling Price per such Subject
Product.
A royalty shall be payable only once on each individual Subject
Product.
SUBJECT PRODUCTS LIST
1. The ZISC036 semiconductor device as more particularly
described in the product application specification annexed
hereto.
