Exhibit 10.0
Confidential
Technology License Agreement
AN AGREEMENT
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BY AND BETWEEN
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and
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XXXXXX X. XXXXXX, PH.D. LOG POINT TECHNOLOGIES, INC.
of 000 Xxxx Xxxx Xxxxxx, No. F-205 (hereinafter called "LICENSEE")
Xxxxxxxxx, Xxxxxxxxxx 00000; as party of the second part
of 000 Xxxxxxxxx Xxxxx, Xxxxx 000
XXXXX X. XXXXXXXXX Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000;
XXXXX X. XXXXX
of 0000 XxXxxx Xxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000;
and
XXXXXX X. XXXXXXX
of 000 Xxxxxx Xxxxxx, Xx. 00
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
(hereinafter called "LICENSORS")
as parties of the first part
Effective Date
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of Agreement
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Stock Transfer: Six million one hundred
thousand voting shares of Log Point
Technologies, Inc. common stock License Fee $210,000
Contents
1 DEFINITIONS
1.1 "LICENSEE"
1.2 "LICENSORS"
1.3 "LICENSORS' Principal Representative"
1.4 "Licensed Technology"
1.5 "Patent Rights"
1.6 "Know-How"
1.7 "Licensed Products"
1.8 "Licensed Trademark"
1.9 "Licensed Copyrights"
1.10 "Licensed Logo"
1.11 "LICENSEE's Trade Name and Trademarks"
1.12 "Improvements"
1.13 "Sublicense"
1.14 "Sublicensee"
1.15 "Other-Trademark Purchaser"
1.16 "Binding Arbitration"
2 LICENSES GRANTED
2.1 Licenses Granted to LICENSEE
2.2 Limitation of Licenses
2.3 Furnishing of Know-How
2.4 Patent Markings
2.5 Use of Licensed Copyrights
2.6 Use of Trademark and Licensed Logo
2.7 Acknowledgment of License
2.8 Other-Trademark Purchasers
2.9 Improvements
2.10 Confidential information
3 PAYMENTS
3.1 Stock for Interests in Patents
3.2 License Fee
3.3 Royalties
3.4 Royalty Payments and Statements
4 BOOKS, RECORDS, RIGHTS OF INSPECTION
4.1 Books and Records
4.2 Rights of Inspecting Books and Records
5 STANDARDS OF QUALITY
5.1 Standardization Enforcement
5.2 Right to Inspect Quality
5.3 Binding Arbitration for resolving Quality Disputes
6 PATENT AND TRADEMARK ENFORCEMENT
6.1 Trademark Enforcement
6.2 Patent Enforcement
6.3 Non-Aggression
7 DURATION AND TERMINATION
7.1 Expiration of Agreement
7.2 Default, Bankruptcy, etc.
i
8. STABILITY OF AGREEMENT
8.1 Modifications to be made in Writing, No Waiver
9. LIMITATIONS OF RIGHTS AND AUTHORITY
9.1 Limitations of Rights
9.2 Limitation of Authority
9.3 Public Announcements
10. FORCE MAJEURE
11. LIMITATION OF ASSIGNMENT BY LICENSE
12. CONTACTS FOR ALL COMMUNICATIONS
12.1 LICENSORS' Contact
12.2 LICENSEE's Contact
13. ADDRESSES OF PARTIES
14. APPLICABLE LAW
15. COMPLETE AGREEMENTS
ii
CONFIDENTIAL
TECHNOLOGY LICENSE AGREEMENT
WHEREAS, Xx. Xxxxxxx has developed certain lookup table-based computational
systems including mathematical and engineering function generators and
exponential floating point computational systems, which generators and systems
can be implemented in any microcircuit process technology as well as software
forms of which generators and systems useful for execution on microprocessors;
WHEREAS, Xx. Xxxxxxx holds two (2) domestic patents, three (3) domestic
patent applications and three (3) PCT international patent applications, owns
several copyrighted works of authorship and will acquire substantial
"Technology";
WHEREAS, LICENSORS have acquired and will acquired substantial "Technology"
and "Know-How" as herein defined relating to techniques of lookup table-based
computational and exponential floating point computation;
WHEREAS, all four LICENSORS, Xx. Xxxxxx, Xx. Xxxxxxxxx, Xx. Xxxxx and Xx.
Xxxxxxx have been actively engaged in a long-standing business relationship
specifically oriented toward the development, patent protection, marketing,
licensing and vending of said patented systems and Technology and related
Know-How.;
WHEREAS, all four LICENSORS, Xx. Xxxxxx, Xx. Xxxxxxxxx, Xx. Xxxxx and Xx.
Xxxxxxx have substantial proprietary interests in said patented systems and
technology and associated Know-How;
WHEREAS, LICENSORS' Log Point systems have acquired a reputation for
excellence and LICENSORS' Trademarks have acquired a valuable goodwill;
WHEREAS, LICENSORS represent and warrant that LICENSORS are sole owners of
the entire right, title and interest in and the Patent Rights as herein defined
and have exclusive rights to grant licenses to said Technology and Know-How
under certain patents, patent applications, trade secrets, trademarks and
copyrights;
WHEREAS, LICENSEE desires obtaining an exclusive license to itself to
manage all marketing and vending of said Technology including said Patent
Rights, Know-How, certain patents, patent applications, trade secrets,
trademarks and copyrights;
WHEREAS, LICENSEE believes that it can develop substantial demand for
LICENSORS' Technology under as exclusive managing, manufacturing, selling and
vending license using LICENSORS' patents, patent applications, trademarks,
Know-How and copyrights.
WHEREAS, LICENSEE warrants that it will expend its best effort under an
exclusive managing, manufacturing and selling license to develop substantial
demand for LICENSORS' Technology and warrants that it will expend its best
effort to service said demand;
NOW, THEREFORE, in consideration of the sum of one dollar ($1.00) each to
the other in hand, and other good and valuable consideration and mutual promises
of the performance of the undertaking herein, it is agreed by and among the
parties hereto as follows.
iii
1 DEFINITIONS
1.1 "LICENSEE"
"LICENSEE" shall mean said licensee as specified on the title page of this
Agreement and any subsidiary thereof of whose ordinary voting shares more than
50% are held by said licensee.
1.2 "LICENSORS"
"LICENSORS" shall mean said licensors as specified on the title page of
this Agreement and any successors and assigns thereof.
1.3 "LICENSORS' Principal Representative"
"LICENSORS' Principle Representative" shall mean said Xx. Xxxxxxx as
specified on the title page of this Agreement and any successors and assigns
thereof.
1.4 "Licensed Technology"
"Licensed Technology" shall mean all Patent Rights, Know-How, Licensed
Copyrights, Licensed Logo, Licensed Trademarks and Licensed trade names as
described herein without limitation.
1.5 "Patent Rights"
"Patent Rights" shall mean patents, patent applications, and Utility Models
and design patents as specified in ATTACHMENT A entitled "Scheduled Patents"
appended to and made a part of this Agreement, together with all such further
patents covering Licensed Technology or Licensed Products as LICENSORS or
LICENSEE may own or gain rights to license.
1.6 "Know-How"
"Know-How" shall mean all proprietary information, copyrights, trade
secrets, skills and experience, accumulated by LICENSORS and LICENSEE, from time
to time prior to and during the term of this Agreement, relating to Licensed
Technology and Licensed Products and all designs, drawings, reports, memoranda,
blue-prints, specifications and the like, prepared by LICENSORS and/or LICENSEE,
insofar as same relate to, and are useful for development, design, manufacture,
sale or use of Licensed Technology or Licensed Products.
1.7 "Licensed Products"
"Licensed Products" shall mean all products licensed to incorporate
Licensed Technology comprising Patent Rights and Know-How as herein defined.
1.8 "Licensed Trademarks"
"Licensed Trademarks" shall mean the word pair "Log Point"; the word pair
"Soft Co-Processor" and the Licensed Logo.
1.9 "Licensed Copyrights"
"Licensed Copyrights" shall mean and include without limitation all patent
disclosures, Know-How documentation, computer programs, source and object
software, maskwork, works of authorship and schematics for which LICENSORS have
reserved copyrights and copyrights on portions of Know-How which may from time
to time be included in Licensed Technology.
1.10 "Licensed Logo"
"Licensed Logo" shall mean the device exhibited in ATTACHMENT B entitled
"Licensed Logo."
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1.11 "LICENSEE's Trade Name and Trademarks"
"LICENSEE's Trade Name and Trademarks" shall mean any trade name or
trademark used and owned by LICENSEE.
1.12 "Improvements"
"Improvements" shall mean improvements upon said Licensed Technology or
Know-How which are made or acquired by any party of the first or second parts
without limitation.
1.13 "Sublicense"
"Sublicense" shall mean that license by which LICENSEE permits use in any
way any portion of Licensed Technology or Licensed Products.
1.14 "Sublicensee"
"Sublicensee" shall mean any entity that LICENSEE permits by Sublicense to
use in any way any portion of Licensed Technology.
1.15 "Other-Trademark Purchaser"
"Other-Trademark Purchaser" shall mean any customer of Licensee who, with
LICENSEE's knowledge, intends to resell, use or lease Licensed Technology or
Licensed Products under a trademark other than LICENSEE's tradename and
trademarks.
1.16 "Binding Arbitration"
"Binding Arbitration" shall mean an examination wherein a disputed matter
is submitted jointly by LICENSORS and LICENSEE to a group of three qualified and
disinterested persons, one chosen by LICENSEE, one chosen by LICENSORS, and a
third chosen by said first two persons. A majority judgment of this group
reported in writing to LICENSORS and LICENSEE and signed by no less than two
group members shall be binding upon the parties hereto. One half of the expense
of such examination shall be born by LICENSORS and the other half shall be born
by LICENSEE.
1.17 "Effective Date"
"Effective Date" of this Agreement shall be the date of execution hereto.
2 LICENSES GRANTED
2.1 Licenses Granted to LICENSEE
LICENSORS hereby grant to LICENSEE:
1. An exclusive license throughout the world to manage all leasing,
marketing, selling and vending of Sublicensing rights to Licensed
Technology and Licensed Products under Patents Rights, subject to
payment of royalties as provided herein, which management license shall
be indivisible and non-transferable except as provided in Section 11,
exclusive except as provided in Section 3.4 and Section 7.2 and
irrevocable except as provided in Section 2.2.
2 An exclusive license throughout the world to manage all leasing,
marketing, selling and vending of Sublicensing rights of Licensed
Technology and Licensed Products without payment of further royalties
to use Know-How, Licensed Copyrights, Licensed Trademarks and Licensed
Logo in connection with design, manufacture, identification,
advertising and leasing of Licensed Technology and Licensed Products
throughout the world.
The above licenses shall be granted as of the Effective Date of this
Agreement, or if this Agreement shall require validation by any government
organization, or otherwise, then such license shall be effective as of the date
of validation thereof. Where such Validation procedure is necessary LICENSEE and
LICENSORS shall collaborate to complete the validation procedure with all
reasonable speed.
2.2 Limitation of Licenses
Limitation of Licenses Granted:
1. LICENSEE agrees that no article produced under this license shall be
sold or licensed by LICENSEE to any affiliate not having a Sublicense, at a
lower price than said article would be currently quoted by LICENSEE or its
Sublicensed affiliates, the intent of this provision being that goods can
be sold to affiliates for resale at prices which would reduce LICENSORS'
royalties.
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2. No license is granted under this Agreement with respect to Licensed
Technology or Licensed Products to sell or lease exclusive Sublicensing
rights throughout the world, in particular markets or in particular market
segments. Any and all said selling or leasing of Sublicensing rights in
Licensed Technology or Licensed Products which are exclusive throughout the
world, exclusive in particular markets or exclusive in particular market
segments, shall require either written permission from LICENSORS or Binding
Arbitration judgment to preserve LICENSORS' proprietary rights in Licensed
Technology and Licensed Products.
2.3 Furnishing of Know-How
LICENSORS shall promptly after execution of this Agreement, or after
governmental validation thereof, if required, furnish LICENSEE;
1. Copies of documentation and things comprising Licensed Technology
including Patent Rights and Know-How; and
2. When requested by LICENSEE, reasonable consultant services by
LICENSORS or LICENSORS' authorized representatives regarding design
considerations and general advice related to Patent Rights, Know-How,
Licensed Technology, Licensed Products and sublicensing and use
thereof, for all of which LICENSEE shall reimburse LICENSORS for
travel and reasonable per diem expenses.
2.4 Patent Markings
LICENSEE shall require marks on an exposed surface, such as the bottom, of
all Licensed Products made hereunder, which marks shall comprise appropriate
patent markings identifying LICENSEE as manager, or LICENSORS as owner, of
pertinent patents and/or patent applications. Content, form and language used in
such markings shall be in accordance with laws and practices of the country
where such markings are used.
2.5 Use of Licensed Copyrights
LICENSEE shall have right to use Licensed Copyrights for all normal
business purposes. LICENSEE shall have no right to sell or otherwise assign to
any entity exclusive rights to any Licensed Copyright without prior written
permission from LICENSORS or Binding Arbitration judgment to preserve LICENSORS'
proprietary rights in Licensed Copyrights.
2.6 Use of Licensed Trademark and Licensed Logo
LICENSEE may permit Sublicensees to have right to use Licensed Trademarks
and Licensed Logo for the above identification purposes, in which case each
Sublicensee shall optionally also have the privilege of using same for publicity
and promotion purposes. Rights and obligations concerning use of Licensed
Trademarks and Licensed Logo shall be as follows:
1. Each Sublicensee shall have right to xxxx the Licensed Product on the
fascia or system control panel thereof in at least one of the
following ways:
(a) The xxxx "LOG POINT System" or Licensed Logo standing
independently, or
(b) Licensed Logo on or near at least one of the switches, controls,
or indicators.
(c) In any descriptive, instructional, advertising, or promotional
material or media relating to Licensed Products, each Sublicensee
shall have right to use Licensed Logo, Licensed Trademarks, and
expressions which include Licensed Trademarks with reference to
Licensed Products and their use. All such Sublicensee usage of
Licensed Trademarks shall be subject to approval by LICENSEE.
2. Licensed Trademarks or Licensed Logo may not be used on or in
reference to any other than Licensed Products. In no circumstances may
the word pair Log Point be used alone or in any way which might imply
generic identification of a function generator component, operation or
attribute or of an exponential floating point system or any component,
operation or attribute thereof or of any other system, component,
operation or attribute.
3. Licensed Trademarks or Licensed Logo may not be used in direct
combination with other trade names, trademarks or symbols. Moreover,
trade names, trademarks, or symbols of one party may not be used in
any way which may suggest that one party is a division, affiliate, or
subsidiary of any other party or that the relationship between any
LICENSOR and LICENSEE is anything other than licensor-licensee.
Wherever the word pair Log Point is used, the letters L and P shall be
upper case. The word pair Log Point shall be used only as an adjective
referring to a licensed or sublicensed product or function, never as a
noun or in any other usage which may contribute to any generic meaning
thereof. Wherever the word pair Soft Co-Processor is used, the letters
S and C shall be uppercase. The word pair Soft Co-Processor shall be
used only in referring to a licensed or sublicensed product or
function, never in any other usage which may contribute to any generic
meaning thereof.
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4. In connection with said identification purposes, generic terms
semi-direct look-up table function generator, exponential floating
point computational system or look-up based function generator using
exponential floating point correction computation should be used.
5. Validity and exclusive ownership of Licensed Trademark and Licensed
Logo by LICENSORS are acknowledged by LICENSEE. LICENSEE agrees not to
contest said validity or exclusive ownership either directly or
indirectly as long as any obligation under this Agreement shall remain
in effect.
6. Licensed Trademarks and Licensed Logo shall be indicated wherever used
in any manner by LICENSEE as follows: "The word pair Log Point is a
trademark used under license from Log Point Technologies, Inc." On
Licensed Products such words shall be used on an exposed surface, such
as the bottom. Unless otherwise from time to time agreed between
LICENSORS and LICENSEE such acknowledgment shall also be used on all
descriptive, instructional, advertising, or promotional material in
which Licensed Trademarks and/or Licensed Logo are used. LICENSEE
shall not use or condone use of Licensed Trademarks or Licensed Logo
in any way which might endanger LICENSORS' rights in and ownership of
Licensed Trademarks or Licensed Logo in and ownership of Licensed
Trademark or Licensed Logo. LICENSEE shall require that Sublicensees
not file any application for registration of Licensed Trademarks or
Licensed Logo in any country and that said Sublicensees shall not use
or file any application for registration in any country of any xxxx,
symbol or phrase, in any language, which is similar to or confusing
with Licensed Trademarks or Licensed Logo. LICENSEE shall require each
Sublicensee to advise LICENSEE of grant of registration of such
trademarks. LICENSEE and each Sublicensee, at the direction of
LICENSEE, shall comply with all applicable laws and practices of
territories wherein such marks are used and/or registered relating to
marking with notice of registration and recording of any Sublicensee
as a registered or licensed user of such trademarks.
7. Responsibility for, and expense of, obtaining and maintaining Licensed
Trademarks and Licensed Logo registrations shall be born by LICENSEE
or Sublicensees. Expense of registering or recording LICENSEE as a
registered user or otherwise complying with laws of any country
pertaining to such registration or recording of trade xxxx agreements
shall be borne by LICENSEE. LICENSEE shall advise LICENSORS of all
countries where Licensed Technology and Licensed Products are sold,
leased, or used.
2.7 Acknowledgment of License
LICENSEE shall require that on all Sublicensed Products each Sublicensee
shall acknowledge that Sublicensed Products are manufactured under license from
LICENSEE. Unless otherwise from time to time agreed between LICENSORS and
LICENSEE, LICENSEE shall require that one of the following notices shall be used
by each Sublicensee on any exposed surface, such as the bottom, of all
Sublicensed Products: "Log Point System manufactured under license from Log
Point Technologies, Inc."; "Manufactured under license from Log Point
Technologies, Inc."; or "Under license from Log Point Technologies, Inc."
LICENSEE shall require that one such notice shall also be used in all
Sublicensee instruction and servicing manuals unless such acknowledgment is
clearly and unambiguously given in the course of any textual descriptions or
explanations. LICENSEE shall further require that any and all Sublicensed
Products, materials and data shall be treated as "Limited Rights Data" when any
governmental division, service or agency has occasion to use any said
Sublicensed products, materials and data.
2.8 Other-Trademark Purchasers
To the extent only that technical standardization, equipment or products
identification are affected, the following conditions shall apply if a
Sublicensee sells or leases Sublicensed Products on a mass basis to an
Other-Trademark Purchaser who does not hold a Sublicense with terms and
conditions substantially similar to the Sublicense Agreement with said
Sublicensee. LICENSEE shall require said Sublicensee to inform LICENSEE of the
name, place of business, trademarks and tradenames of said Other-Trademark
Purchaser before said Other-Trademark Purchaser sells, leases, or uses
Sublicensed Products. LICENSEE shall require said Sublicensee to obtain
agreement from said Other-Trademark Purchaser not to modify, install, use,
lease, sell, provide written material for or about, advertise, or promote
Sublicensed Product in any way which is in conflict with any provision of said
Sublicensee's Sublicense Agreement. LICENSEE shall inform said Sublicensee that
said Sublicensee shall have responsibility to inform said Other-Trademark
Purchaser of the provisions of said Sublicense Agreement, to notify said
Other-Trademark Purchaser that the provisions of said Sublicense Agreement shall
be applicable, through said Sublicensee, in the same way as if Sublicensed
Technology or Sublicensed Products were sold by said Sublicensee under said
Sublicensee's tradenames and trademarks, to ensure by all reasonable means that
such provisions are adhered to and, if requested by LICENSEE, to provide
LICENSEE samples on a loan basis of said Other-Trademark Purchaser's
advertising, public announcements, literature, instruction manuals, and the
like.
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2.9 Improvements
If LICENSORS have heretofore brought about or shall hereafter during the
term of this Agreement bring about any improvements to which LICENSORS may
become entitled, LICENSORS shall promptly offer to disclose such improvements to
LICENSEE and if such improvements reasonably appear to be patentable, LICENSORS
shall file patent applications thereon in the name of LICENSORS and such
applications and any patents issuing thereon shall be included in the Patent
Rights upon prompt payment by LICENSEE to LICENSORS of all reasonable expenses
therefor and a fee mutually agreed upon between LICENSORS and LICENSEE.
LICENSEE agrees not to divulge to any parties of any third part any
information concerning such improvements or such patent application which has
been disclosed to it by LICENSORS unless such information (a) must be disclosed
by LICENSEE in the course of normal business of managing, marketing, leasing and
selling Licensed Technology and Licensed Products under this Agreement; (b) was
known to LICENSEE prior to its receipt from LICENSORS; (c) becomes known to
LICENSEE from sources other than directly or indirectly from LICENSORS; or (4)
becomes a matter of public knowledge other than by breach of this Agreement by
LICENSEE.
If LICENSEE has heretofore brought about or shall hereafter during the term
of this Agreement bring any Improvements, including Improvements brought about
by LICENSEE's vendors, subcontractors or Sublicensees to which LICENSEE may
become entitled, LICENSEE shall promptly offer to disclose such improvements to
LICENSORS in confidence and if such improvements reasonably appear to be
patentable LICENSORS shall file and prosecute patent applications thereon in
LICENSEE's name, the reasonable expense of which shall be borne by LICENSEE, for
securing and maintaining of patent protection in such countries of the world as
agreed between LICENSORS and LICENSEE and such application and any patents
issuing thereon shall be included in Patent Rights.
If LICENSORS shall inform LICENSEE that LICENSORS have decided not to file
such patent application in any country or shall fail, within sixty (60) days
after written inquiry to LICENSORS by LICENSEE on the patent status of an
improvement, to file such patent applications as specified above or to prosecute
such pending applications under the above provisions, LICENSEE shall have the
right to do so at its own expense and such applications and any patents issuing
thereon shall be included in Patent Rights.
2.10 Confidential Information
LICENSEE shall use all Know-How obtained heretofore or hereafter from
LICENSORS for the sole purpose of managing, marketing, leasing and selling
Licensed Technology and Licensed Products under this Agreement, and shall not
divulge such Know-How or any portion thereof to third parties, nor use in an
unauthorized way nor divulge to third parties any confidential information or
trade secrets acquired from LICENSORS, unless said confidential information or
trade secrets: (a) must be disclosed by LICENSEE in the course of the normal
business of managing, marketing, leasing and selling Licensed Technology and
Licensed Products under this Agreement; (b) were known to LICENSEE prior to its
receipt of said information or trade secrets from LICENSORS; (c) becomes known
to LICENSEE from sources other than either directly or indirectly from
LICENSORS; (d) becomes a matter of public knowledge other than by breach of this
Agreement by LICENSEE; or (e) must be disclosed by LICENSEE to its customers in
order to allow said customers to properly use Licensed Technology or Licensed
Products acquired from LICENSEE.
3 PAYMENTS
3.1 Stock for Interests in Patents
LICENSEE shall promptly upon execution by all parties of this Agreement, in
exchange for all substantial rights in Patent Rights, issue a total of six
million one hundred thousand (6,100,000) voting shares of LICENSEE's common
stock to LICENSORS, distributed among LICENSORS as follows: two million
(2,000,000) shares to Xx. Xxxxxx, two million (2,000,000) shares to Xx.
Xxxxxxxxx, one hundred thousand (100,000) shares to Xx. Xxxxx, and (2,000,000)
shares to Xx. Xxxxxxx.
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3.2 License Fee
LICENSEE shall promptly upon execution of this Agreement by all parties to
this Agreement, pay to LICENSORS the sum specified on the title page and shall
pay all local fees, taxes, duties, or charges of any kind and shall not deduct
them from royalties due unless such deductions may be offset against LICENSORS'
own tax liabilities. LICENSEE shall, however, have the option to pay said
license fee and any and all interest accrued thereon, in installment payments on
or before the 15th day of each month, each said monthly installment payment
comprising at least five percent (5%) of LICENSEE's liquid assets.
3.3 Royalties
Subject to provisions of Section 3.4, LICENSEE shall pay to LICENSORS
royalties comprising five percent (5%) of each of LICENSEE's monthly gross
receipts until LICENSEE's annual gross receipts total twenty-five million
dollars ($25,000,000) and thereafter, on the balance of LICENCEE's annual
receipts, LICENSEE shall pay to LICENSORS royalties comprising two percent (2%)
of each of LICENSEE's monthly receipts. After the 30th day of September, 1994,
minimum royalties during the term of this agreement shall be five thousand
dollars ($5,000) per month, which minimum royalties shall not be construed as
giving to LICENSEE any option of paying said minimums in lieu of marketing and
vending the subject matter of this Agreement, but, rather, that LICENSEE shall
exert its best efforts to lease and otherwise vend sufficient subject matter so
as to make available to LICENSORS the minimum royalty for the period involved.
3.4 Royalty Payments and Statements
LICENSEE shall render statements and royalty payments to LICENSORS as
follows:
1. LICENSEE shall make monthly statements on or before the 15th day
following the end of the month of each year showing the gross revenues
of LICENSEE during the preceding calendar month and the applicable
royalties due.
2. LICENSEE shall accompany said statements with payment, in the absence
of prior written agreement with LICENSORS for other payment schedule,
in U. S. dollars of all sums due LICENSORS and shall pay all local
fees, taxes, duties, or charges of any kind and shall not deduct them
from royalties due unless such deductions may be offset against
LICENSORS' own tax liabilities.
3. LICENSEE shall pay interest upon any and all amounts of payments that
are at any time overdue and payable as provided herein to the date of
payment.
4. If LICENSEE shall at any time make default in payment of any royalty
or to make any report hereunder, or shall commit any breach of any
covenant or agreement herein contained, or shall make any false
report, and shall fail to remedy such default, breach, or false report
within fifteen (15) days written notice by LICENSORS, LICENSORS shall
have the option to cancel this agreement and terminate rights granted
by notice in writing to LICENSEE to the effect, but such act shall not
prejudice right of LICENSORS to recover any royalty due at the time of
such cancellation, and shall not prejudice any cause of action or
claim of LICENSORS accrued or to accrue on account of any breach,
default, or false report by LICENSEE.
4 BOOKS, RECORDS, RIGHTS OF INSPECTION
4.1 Books and Records
LICENSEE shall keep complete books and records of all sales, leases, uses,
returns, or other disposals by LICENSEE of Licensed Technology and Licensed
Products.
4.2 Rights of Inspecting Books and Records
LICENSORS or LICENSORS' representative duly authorized by LICENSORS shall
have right, through a professionally registered accountant at LICENSORS'
expense, at all reasonable times to inspect, examine and make abstracts of said
books and records insofar as may be necessary to verify accuracy of same and of
statements provided for herein.
LICENSORS shall not divulge to third part parties confidential information
obtained from said books and records of LICENSEE as a result of such inspection
unless such information: (a) was known to LICENSORS prior to its acquisition by
LICENSORS as a result of such inspection; (b) becomes known to LICENSORS from
sources other than directly or indirectly from LICENSEE; or (c) becomes a matter
of public knowledge other than by breach of this Agreement by LICENSORS.
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5 STANDARDS OF QUALITY
5.1 Standardization and Quality
LICENSEE shall abide by, and enforce, reasonable standards of quality. Such
quality standards shall apply to Sublicensed Technology and Sublicensed Products
but which nevertheless reflect upon quality or performance of Licensed
Technology or Licensed Products. LICENSEE shall with respect to all Licensed
Technology and Licensed Products and Sublicensed forms thereof conform to
reasonable quality standards requirements as specified by LICENSORS within a
period of ninety (90) days of receipt of such specification in writing.
5.2 Right to Inspect Quality
If required by LICENSORS, LICENSEE shall provide LICENSORS with reasonable
information concerning Licensed Technology and Licensed Products, including any
and all Sublicensed forms thereof. Any such information which is not publicly
available shall be used by LICENSORS only for the purpose of advising LICENSEE
and for purposes of determining whether terms and conditions of this Agreement
and quality standards of LICENSORS are met. If required by LICENSORS, LICENSEE
shall provide LICENSORS with a reasonable number of samples of Licensed Products
for testing, together with instructions and service manuals. In the event that
LICENSORS shall complain that any Licensed Product does not comply with
LICENSORS' quality standards, excepting newly specified standards falling within
said ninety (90) day time limit of Section 5.1, LICENSORS shall so notify
LICENSEE whereupon LICENSEE shall within ninety (90) days suspend lease, sale or
other disposal of same until the matter is resolved, unless procedures outlined
in Section 5.3, below, have been initiated but not completed.
5.3 Binding Arbitration for Resolving Quality Disputes
If LICENSEE shall contest either reasonableness of quality standards
specified by LICENSORS in accordance with Section 5.1 or LICENSORS' complaint
with respect to compliance of any Licensed Product with LICENSORS' quality
standards made in accordance with Section 5.2, then the quality standard of the
accused Licensed Product shall be submitted to Binding Arbitration.
6 PATENT AND TRADEMARK ENFORCEMENT
6.1 Trademark Enforcement
LICENSEE shall use its best efforts at its own expense to terminate any
infringement of Licensed Trademarks. LICENSORS shall, at LICENSEE's expense,
cooperate with LICENSEE and shall furnish such evidence, documents and testimony
as will be required therein.
LICENSEE shall require each Sublicensee to cooperate with LICENSEE and to
furnish without charge, except out-of-pocket expenses, such evidence, documents
and testimony as will be required in such LICENSEE efforts.
6.2 Patent Enforcement
LICENSEE shall immediately inform LICENSORS of any infringement, potential
or actual, which may come to its attention, of Patent Rights. LICENSEE shall
have primary responsibility at its own expense to terminate any infringement of
any Patent Rights. In the event that LICENSEE shall have failed either to take
steps to terminate any case of alleged infringement or to have brought suit to
such end within a reasonable time, not to exceed six (6) months, or having
brought suit shall have failed for a reasonable time to prosecute same, then and
thereafter LICENSORS shall have right at LICENSORS' own expense to take such
steps, to bring such suit, or prosecute a suit already brought. In any suit
brought under this Section the prosecuting party shall have right to join
LICENSEE as a party thereto and LICENSEE shall have right to be represented at
its own expense by counsel of it own choosing. LICENSORS prosecuting any such
suit shall be entitled to control same and to retain all monetary damages
awarded therein.
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6.3 Non-Aggression
Unless such agreement is not permitted under law of any country, or by
precedence practice of the European Commission, LICENSEE shall require that each
Sublicensee not at any time, directly or indirectly, oppose grant of, nor
dispute validity of, nor cooperate in any suit against any patent or claim
included in Patent Rights.
In good faith LICENSORS have provided LICENSEE rights and privileges
contained in this Agreement. However, nothing contained in this Agreement shall
be construed as (a) warranty or representation by LICENSORS as to validity or
scope of any patent included in Patent Rights; (b) warranty or representation
that any Licensed Technology or Licensed Product manufactured, used, leased, or
sold and/or otherwise disposed of or put into use by LICENSEE will be free from
infringement of patents of third part parties, or (c) agreement to defend
LICENSEE against actions or suits of any nature by any third part parties.
7 DURATION AND TERMINATION
7.1 Expiration of Agreement
Subject to provisions of Section 7.2, all rights and obligations under this
Agreement shall have no scheduled expiration and shall not expire with
expiration of any or all Patent Rights in any or all countries or territories of
the world.
7.2 Default, Bankruptcy, etc.
This Agreement and license shall fully cease and terminate and all rights
hereby granted to LICENSEE shall revert specifically in the individual person of
said Xx. Xxxxxxx as specified on the title page or his successors or assigns:
1. At the option of LICENSORS in the event that LICENSEE shall fail to
comply with any of its obligations to be performed hereunder by giving
sixty (60) days advance notice in writing of such termination to
LICENSEE provided however, that if LICENSEE shall within said sixty
(60) day period remedy said failure or default upon which said notice
is based then said notice shall not become effective and this
Agreement and license shall continue in full force and effect.
2. Except as provided in Section 3.4 hereunder, automatically, in the
event that (i) LICENSEE shall suffer or permit this Agreement and
license to pass to any other person by operation of law; (ii) any
proceeding under Bankruptcy Laws shall be instituted by or against
LICENSEE whether or not resulting in adjudication; or (iii) any
receiver or trustee shall be appointed for assets of LICENSEE under
any provision of Insolvency or Bankruptcy Laws of LICENSEE's country
or state.
8 STABILITY OF AGREEMENT
8.1 Modification to be in Writing, No Waiver
No provision of this Agreement shall be deemed modified by any acts of
LICENSORS, LICENSORS' agents or employees or by failure to object to any acts of
LICENSEE which may be inconsistent herewith, or otherwise, except by a
subsequent agreement in writing signed by all parties. No waiver of a breach
committed by any party in one instance shall constitute a waiver or a license to
commit or continue breaches in other or like instances.
9 LIMITATIONS OF RIGHTS AND AUTHORITY
9.1 Limitation of Rights
No right or title whatsoever in Patent Rights, Know-How, Licensed
Copyrights, Licensed Trademarks, or Licensed Logo is granted by LICENSORS to
LICENSEE or shall be taken or assumed by LICENSEE except as is specifically laid
down in this Agreement.
9.2 Limitation of Authority
Nothing in this Agreement shall be construed to bind either LICENSEE or
LICENSORS in any respect whatsoever to be taken to be agent or representative of
any other party nor to bind any party to have any authority to assume any
obligation for or to commit any other party in any way.
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9.3 Public Announcements
Neither LICENSORS nor LICENSEE shall at any time heretofore or hereafter
publicly state any terms and conditions specified herein nor imply that
relationships between LICENSORS and LICENSEE are in any way different from those
specifically laid down in this Agreement. If requested by LICENSORS, LICENSEE
shall promptly supply LICENSORS with copies of all public statements and of all
publicity and promotional material relating to this Agreement and to Licensed
Technology and Licensed Products.
10 FORCE MAJEURE
In the event either LICENSEE or LICENSORS are unable to discharge an
obligation under this Agreement due to conditions beyond the control of said
LICENSEE or LICENSORS such as war, fire or flood, then said LICENSEE or said
LICENSORS shall not be required to discharge said obligation under this
Agreement so long as said conditions exist.
11 LIMITATION OF ASSIGNMENT BY LICENSEE
The rights, duties and privileges of LICENSEE hereunder in managing
Proprietary Rights shall not be transferred or assigned by it either in part or
in whole without prior written consent of LICENSORS. However, LICENSEE shall
have right to transfer its rights, duties and privileges under this Agreement in
connection with its merger and consolidation with another firm or sale of its
entire business to another person or firm, provided that said person or firm
shall first have either agreed with LICENSORS to perform in full the
transferring party's obligations and duties hereunder or agreed to perform in
full obligations required to execute Binding Arbitration judgment preserving all
LICENSORS' proprietary rights.
12 CONTACTS FOR ALL COMMUNICATIONS
12.1 LICENSORS' Contact
Each and every LICENSOR agrees to accept LICENSORS' Principal
Representative as his duly authorized personal representative for purposes
specified in this Agreement. Said Principal Representative shall accept any and
all communications to any and all LICENSORS from LICENSEE, shall accept any and
all payments from LICENSEE to any and all LICENSORS and shall direct any and all
communications from any and all LICENSORS to LICENSEE for all purposes specified
in this Agreement.
12.2 LICENSEE's Contact
Communications from LICENSORS to LICENSEE shall be made to a duly
authorized officer of LICENSEE.
13 ADDRESSES OF PARTIES
Addresses of the parties hereto, for all purposes specified in this
Agreement shall be as stated on the title page of this Agreement. All notices
provided for herein shall be directed to the respective parties by certified
mail by fastest available method to said addresses; provided, however, that any
party shall have the right to change such address by so notifying all other
parties. Payments provided for in this Agreement shall be made to LICENSORS by
the fastest normal postal method.
14 APPLICABLE LAW
This Agreement shall be deemed to constitute a contract made under the laws
of the State of California and for all purposes shall be construed in accordance
with the laws of said State. If this Agreement is translated, the English text
shall be controlling.
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15 COMPLETE AGREEMENT
This Agreement constitutes the entire Agreement between LICENSEE and
LICENSORS relating to the subject matter hereof and supersedes all prior
negotiations. No representations or warranties shall be deemed to have been made
by either LICENSEE or LICENSORS in connection with this transaction unless
expressly herein set forth.
Should any portion of this Agreement be declared null and void by operation
of law, or otherwise, in any country, the remainder of this Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, a duly authorized officer of said LICENSEE has signed
this instrument in the presence of a witness and each said LICENSOR has caused
same to be executed in sextuplicate copies hereinafter.
SIGNATURES
on behalf of LICENSORS on behalf of LICENSEE
By Xxxxxx X. Xxxxxx By Xxxxxx X. Xxxxxx, President
Place Mountain View, CA Place Mountain View, CA
Date 2-18-93 Date 2-18-93
In the presence of Xxxxxx X. Xxxxxxx In the presence of Xxxxx X. Xxxxxxxxx,
Secretary
By Xxxxx X. Xxxxxxxxx
Place Mountain View, CA
Date 2-18-93
In the presence of Xxxxxx X Xxxxxx
By Xxxxxx X. Xxxxxxx
Place Mountain View, CA
Date 2-18-93
In the presence of Xxxxx X. Xxxxxxxxx
By Xxxxx Xxxxx
Place Mountain View
Date 2-18-93
In the presence of Xxxxxx X. Xxxxxxx
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ATTACHMENT A
Scheduled Patents
[1] U. S. patent no. 5,184,317 entitled Method and Apparatus for Generating
Mathematical Functions issued February 2, 1993.
[2] U. S. patent no. 5,197,024 entitled Method and Apparatus for
Exponential/Logarithmic Computation issued March 23, 1993.
[3] U. S. patent application serial no. 08/000,963 filed January 6, 1993
entitled High Speed Logarithmic Function Generating Apparatus.
[4] U. S. patent application serial no. 08/002,418 filed January 8, 1993
entitled High Speed Exponential Function Generating Apparatus.
[5] U. S. patent application serial no. 08/011,683 filed February 1, 1993
entitled High Speed Function Generating Machine Instruction Apparatus.
[6] PCT international patent application serial no. PCT/US93/01242 filed
February 1, 1993 entitled Low Latency Function Generating Apparatus.
[7] PCT international patent application serial no. PCT/US93/01255 filed
February 1, 1993 entitled High Speed Function Generating Apparatus.
[8] PCT international patent application serial no. PCT/US93/02849 filed March
22, 1993 entitled Exponential/Logarithmic Computational Apparatus and
Method.
ATTACHMENT B
Licensed Logo
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