1
Exhibit 10.14
PATENT LICENSE AGREEMENT
This Patent License Agreement (this "Agreement") is made as of March
30, 1998, by and between Aironet Wireless Communications, Inc., a Delaware
corporation ("Aironet"), and Telxon Corporation, a Delaware corporation
("Telxon").
BACKGROUND
WHEREAS, Telxon is the majority stockholder of Aironet;
WHEREAS, Telxon is the owner of patent applications 08/605,914
(Transceiver Control with Sleep Mode) and 08/619,797 (Transceiver Control with
Sleep Mode (CIP)) (together with all patents issued thereon, and all
continuations, continuations in part, divisions, reissues, additions, or
extensions thereof "Patents"); and
WHEREAS, Aironet desires to receive from Telxon a non-exclusive license
to utilize the Patents.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements made herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. LICENSE. Telxon hereby grants a perpetual, royalty free, worldwide,
non-exclusive license to Aironet to practice the methods of the claims made in
the Patents and to make, support, service, maintain, repair, reconstruct,
reconfigure and upgrade, integrate, install, use, market, sell, offer for sale,
lease and transfer any product which but for this license would infringe the
Patents. Aironet may not license, sublicense or otherwise relicense any of these
rights, provided that Aironet's immediate and subsequent transferees of products
shall have an implied license to utilize such products in the form originally
transferred by Aironet.
2. CONTRACTORS. Aironet may exercise the rights granted to it in
Section 1 either through its employees or through its contractors.
3. DISCLAIMER OF WARRANTY AND LIABILITY. TELXON MAKES NO REPRESENTATION
OR WARRANTY OF ANY KIND WITH RESPECT TO THE PATENTS, WHETHER EXPRESS OR IMPLIED
OR ARISING UNDER ANY STATUTE OR FROM ANY COURSE OF DEALING, USAGE OF TRADE OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO
EVENT SHALL TELXON BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING LOST PROFITS, LOST DATA OR OTHERWISE, WHETHER OR NOT TELXON IS MADE
AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
2
4. GOVERNING LAW; JURISDICTION. This Agreement shall be construed under
and governed by the laws of the State of Ohio, without regard to conflict or
choice of laws statutes, regulations, rules or principles. Any action relating
to the execution or performance of this Agreement shall be brought in the
courts, state or federal, sitting in Summit County, Ohio, and each party hereto
consents to the jurisdiction and venue of such courts, and agrees not to contest
venue on the grounds of forum non conveniens or otherwise.
5. PRIOR AGREEMENTS SUPERSEDED. This Agreement supersedes all prior and
contemporaneous understandings and agreements, written or oral, between the
parties relating to the subject matter hereof.
6. NUMBER AND GENDER. The use in this Agreement of singular, plural,
masculine, feminine and neuter nouns and pronouns, shall include the others as
the context may require.
7. EXECUTION IN COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same document. An executed faxed
counterpart of this Agreement shall be binding on the parties and for
evidentiary purposes, shall be deemed to be an original.
8. AMENDMENTS; WAIVERS. Amendments to and waivers of any term of this
Agreement must be in writing and executed by both parties hereto.
9. ASSIGNABILITY. Neither this Agreement nor any right or obligation
hereunder may be assigned or delegated by Aironet to a direct competitor of
Telxon (a "Competitor"), and any such assignment or delegation shall be void and
of no effect. The merger, consolidation, asset sale, change of control, or any
other reorganization of Aironet with or into a Competitor, or of a Competitor
with or into Aironet, shall be deemed an assignment under this Section 9.
Subject to the foregoing, this Agreement shall be binding upon and enforceable
by, and shall inure to the benefit of, the parties hereto and their respective
successors and assigns. Nothing in this Agreement is intended to give any person
not named herein the benefit of any legal or equitable right, remedy or claim
under this Agreement, except as expressly provided herein.
2
3
IN WITNESS WHEREOF, each party has caused this Agreement to be executed
by its duly authorized representative as of the date first set forth at the
beginning hereof.
Aironet Wireless Communications, Inc.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------
Xxxxx X. Xxxxxx, President
and Chief Executive Officer
Telxon Corporation
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Xxxxxxx X. Xxxxx, Senior Vice President and
Chief Financial Officer
3
