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EXHIBIT 10.10
***** Text Omitted and Filed Separately
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80, 200.83 and
240.24b-2.
AGREEMENT dated as of April 1, 1994
between INTERNATIONAL BUSINESS
MACHINES CORPORATION, A New York
corporation (hereinafter called
IBM), and STAC ELECTRONICS, INC., a
California corporation (hereinafter
called STAC).
Each of the parties has granted to the other party licenses under
certain of its patents for making, using and selling certain IHS Programs as
specified in a license agreement between the parties of even date herewith
(hereinafter referred to as the "Program Patent License Agreement").
Each of the parties has the right (as GRANTOR herein) to grant
additional licenses to the other party (as GRANTEE herein) under certain patents
for making, using and selling additional products and desires to acquire a
nonexclusive license under such patents of the other party for making, using and
selling additional products.
Each of the parties expects to continue research and development which
will produce further patents and each party may require a nonexclusive license
under such patents of the other party.
In consideration of the premises and mutual covenants herein contained,
IBM and STAC agree as follows:
Section 1. Definitions
1.1 "Information Handling System" shall mean any instrumentality or
aggregate of instrumentalities primarily designed to compute, classify, process,
transmit, receive, retrieve, originate, switch, store, display, manifest,
measure, detect, record, reproduce, handle or utilize any form of information,
intelligence or data for business, scientific, control or other purposes.
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1.2 "IHS Hardware Product" shall mean:
1.2.1 one or more Information Handling Systems;
1.2.2 any instrumentality or aggregate of instrumentalities designed for
incorporation into an Information Handling System; or
1.2.3 any combination of the foregoing.
1.3 "IHS Program" shall mean a plurality of instructions capable of being
executed by an Information Handling System, whether or not such instructions are
in a machine-readable form and regardless of the medium in which such "IHS
Program" is stored, i.e. disk, tape, Read Only Memory, etc.
1.4 "STAC Program" shall mean an IHS Program which is capable of, and
primarily designed for, being executed by a Personal System Product.
1.5 "IBM Licensed Patent Claims" shall mean all claims of all patents,
including utility models and including design patents and registrations for type
fonts (but not including any other design patents or registrations), other than
claims claiming methods for manufacturing integrated circuits, issued or issuing
on patent applications entitled to an effective filing date prior to April 1,
1999, under which patents or the applications therefore IBM or any of its
Subsidiaries now has the right to grant licenses to STAC of or within the scope
granted herein without such grant or the exercise of rights thereunder resulting
in the payment of royalties or other consideration by IBM or its Subsidiaries to
third parties (except for payments between IBM and Subsidiaries of IBM, and
payments to third parties for inventions made by said third parties while
employed by IBM or any of its Subsidiaries). The term "IBM Licensed Patent
Claims"
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shall also include the claims of said patent applications and any patent
reissuing on any of the aforesaid patents, other than claims claiming methods
for manufacturing integrated circuits.
1.6 "IBM Licensed Products" shall mean IHS Hardware Products, except that
those portions of IHS Hardware Products made for a third party which
incorporates said third party's design for Lossless Data Compression and/or
Lossless Data Decompression shall not be considered IBM Licensed Products.
1.7 "STAC Licensed Patent Claims" shall mean all claims of all patents,
including utility models and including design patents and registrations for type
fonts (but not including any other design patents or registrations), issued or
issuing on patent applications entitled to an effective filing date prior to
April 1, 1999, under which patents or the applications therefor STAC or any of
its Subsidiaries now has the right to grant licenses to IBM of or within the
scope granted herein without such grant or the exercise of rights thereunder
resulting in the payment of royalties or other consideration by STAC or its
Subsidiaries to third parties (except for payments between STAC and Subsidiaries
of STAC, and payments to third parties for inventions made by said third parties
while employed by STAC or any of its Subsidiaries). The term "STAC Licensed
Patent Claims" shall also include said patent applications and any patent
reissuing on any of the aforesaid patents.
1.8 "STAC Licensed Products" shall mean Lossless Data Compression Products,
except that those portions of Lossless Data Compression Products made for a
third party which incorporate said third party's design for Lossless Data
Compression and/or
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Lossless Data Decompression shall not be considered STAC Licensed Products.
1.9 "Subsidiary" shall mean a corporation, company or other entity:
1.9.1 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 a party 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
1.9.2 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 a party hereto, but such corporation, company or other
entity shall be deemed to be a Subsidiary only so long as such ownership
or control exists.
1.10 "Licensed Patent Claims" shall mean IBM Licensed Patent Claims and STAC
Licensed Patent Claims.
1.11 "Personal System Product" shall mean an IHS Product which does not
include one or more general or special purpose processing units primarily
designed for operating under any of the following IBM operating systems or
emulations or follow-on extensions thereof: VM, MVS, VSE, System 360, System
370, System 390 and OS/400.
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1.12 "Lossless Data Compression" shall mean a reducing process by which a
contiguous string of digital data is reduced to a shorter string of digital data
in a manner intended to permit the recovery, upon application of a recovery
process of all of the data so reduced, i.e., without loss of any of the data
subject to such reducing process.
1.13 "Lossless Data Decompression" shall mean a recovery process by which a
string of digital data that was subjected to Lossless Data Compression is
recovered in its entirety, i.e., without loss of any of the data subject to such
Lossless Data Compression.
1.14 "Lossless Data Compression Product" shall mean an integrated circuit
chip primarily designed for performing Lossless Data Compression and/or Lossless
Data Decompression on digital data. Lossless Data Compression Product shall
include only those portions of an integrated circuit chip that contribute to the
function of Lossless Data Compression and/or Lossless Data Decompression and
only those portions of ancillary circuitry on the same chip that perform
interfacing to other system components; such components include, but are not
limited to, memory, processor units, and other peripheral circuits. Such
ancillary circuitry includes register circuits and memory control circuits, but
does not include circuitry which performs functions wherein some of the digital
data is lost and not recovered following compression and decompression
processes.
Section 2. Licenses
2.1 Subject to the provisions of 2.3, each party (as GRANTOR herein), on
behalf of itself and its Subsidiaries, grants to the other party (as GRANTEE
herein) a worldwide, irrevocable, fully
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paid-up, nonexclusive license under GRANTOR's Licensed Patent Claims:
2.1.1 to make, use, lease, sell and otherwise transfer GRANTEE's Licensed
Products and to practice any method or process involved in the
manufacture or use thereof;
2.1.2 in the case of IBM, to combine IBM Licensed Products with IHS Programs
licensed pursuant to the Program Patent License Agreement for the
duration of said Program Patent License Agreement;
2.1.3 in the case of STAC, to combine STAC Licensed Products with STAC
Programs licensed pursuant to the Program Patent License Agreement for
the duration of said Program Patent License Agreement; and
2.1.4 to have made GRANTEE'S Licensed Products by another manufacturer for the
use, lease, sale or other transfer by GRANTOR, only when all of the
following conditions are met:
2.1.4.1 the designs, specifications and working drawings for the manufacture of
said GRANTEE'S Licensed Products are furnished by, and originate with,
GRANTEE (or with GRANTEE's contractor, whether or not said contractor is
also said other manufacturer, provided that any patents and patent
applications, based upon inventions made in the course of the contract,
which cover any of GRANTEE's Licensed Product or any portion thereof
which is the subject of the contract, are licensable by GRANTEE to
GRANTOR hereunder). and
2.1.4.2 said designs, specifications and working drawings are in sufficient
detail that no additional designing by the manufacturer is required
other than adaptation to the production processes and standards normally
used by the manufacturer which changes the characteristics of GRANTEE's
Licensed Products only to a negligible extent.
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GRANTEE shall be deemed to have authorized said other manufacturer to
make GRANTEE's Licensed Products under the license granted to GRANTEE in
this Section 2.1.4 when both the aforesaid conditions are fulfilled, in
the absence of a written agreement to the contrary between GRANTEE and
said other manufacturer. Upon written request, GRANTEE shall inform
GRANTOR whether, and if so to what extent, any manufacturer identified
by GRANTOR is operating under the licensed granted to GRANTEE in this
Section 2.1.4.
In the event that neither GRANTOR nor any of its Subsidiaries has the right to
grant a license under any particular Licensed Patent Claim of the scope set
forth above in this Section 2, then the license granted herein under said
Licensed Patent Claim shall be of the broadest scope which GRANTOR or any of its
Subsidiaries has the right to grant within the scope set forth above.
2.2 Each party (as GRANTOR herein), on behalf of itself and its
Subsidiaries, hereby grants to the users of the other's licensed products
manufactured, leased, sold or otherwise transferred by the other party (as
GRANTEE herein) or its sublicensed Subsidiaries, an immunity from suit under
GRANTOR's Licensed Patent Claims for the formation and use of any combination of
GRANTEE's Licensed Products with IHS Programs, whether or not the IHS Programs
are furnished by GRANTEE; provided, however, that such immunity shall not be
construed to cover any apparatus or any IHS Program per se.
2.3 Except as provided in Sections 2.2, no license or immunity is granted by
either party hereto either directly or by implication, estoppel or otherwise to
any third parties acquiring items from either party for the combination of items
licensed hereunder with other items or for the use of such combination.
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2.4 Except as provided in Section 3, neither party shall have the right to
grant sublicenses to others.
Section 3. Extension of License to Subsidiaries
3.1 The licenses granted herein shall include the right of the parties
hereto to sublicense their respective Subsidiaries and the right of such
sublicensed Subsidiaries to sublicense other Subsidiaries. Each sublicensed
Subsidiary shall be bound by the terms and conditions of this Agreement. If a
Subsidiary ceases to be a Subsidiary and holds any patents under which a party
hereto is licensed, such licenses will continue for the life of such patents.
Any sublicense granted to a Subsidiary shall terminate on the date such
Subsidiary ceases to be a Subsidiary.
3.2 In the event a sublicensed Subsidiary of one party hereto is an
Operating Subsidiary (as hereinafter defined) at the time it ceases to be a
Subsidiary, and, with the written approval of said one party, requests in
writing, within one hundred and eighty (180) days after ceasing to be a
Subsidiary, a license agreement with the other party hereto upon terms and
conditions substantially identical with the terms and conditions of this
Agreement, as granted to said one party, (except as hereinafter provided) the
other party hereto agrees that it will enter into such license agreement
forthwith. An Operating Subsidiary shall be any Subsidiary of one party hereto
which at the time it ceases to be a Subsidiary has all of the following:
3.2.1 a line of marketable products;
3.2.2 patents or other intellectual property relating to the line of
marketable products;
3.2.3 tangible assets at least equivalent in value to the lesser of
twenty-five million U.S. dollars ($25,000,000) or twenty percent (20%)
of the total tangible assets of the
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party of which it was formerly a Subsidiary; and
3.2.4 at the time of entry into such license agreement, it is not a
corporation, company or other entity:
3.2.4.1 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; or
3.2.4.2 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; owned or controlled, directly or indirectly, by a third
party.
Any such agreement with an Operating Subsidiary shall differ from this Agreement
in the following respects:
3.2.5 this Section 3.2 and Sections 4 and shall be omitted;
3.2.6 the name of the Operating Subsidiary shall be substituted for the name
of the party hereto of which it was formerly a Subsidiary; and
3.2.7 in the event that such Operating Subsidiary is or becomes organized
under the laws of a country different from that of the party hereto of
which it was formerly a Subsidiary, such license agreement shall contain
such additional terms and conditions (other than royalty provisions) as
may exist in patent license agreements between the other party hereto
and other entities organized under the laws of the same country.
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Section 4. Release
4.1 Each party, on behalf of itself and its Subsidiaries which are
Subsidiaries as of the date of this Agreement, hereby irrevocably releases the
other party, its Subsidiaries which are Subsidiaries as of the date of this
Agreement, and its and their respective customers, mediate and immediate, from
any and all claims of infringement of any of its Licensed Patent Claims, which
claims have been made or which might be made at any time, with respect to any
item manufactured, used, leased, sold or otherwise transferred by the other
party or its Subsidiaries before the effective date of this Agreement, and with
respect to any method practiced in the manufacture or use of such item, to the
extent that such item or method would have been licensed hereunder had it been
manufactured, used, leased, sold or otherwise transferred or practiced by the
other party after the date of this Agreement. The release contained herein shall
not apply to any person other than those specified in this Section 4.1 and shall
not apply to manufacture by any person other than a party to this Agreement or
its Subsidiary.
Section 5. Other License Rights
5.1 It is recognized that the parties hereto or their respective
Subsidiaries may, as of the date set forth above, have the right to grant
licenses under one or more patents of any country, including utility models and
including design patents and registrations for type fonts (but not including any
other design patents or registrations), issuing on patent applications entitled
to an effective filing date prior to April 1, 1999, but that such grant or the
exercise of rights thereunder will result in payment of royalties or other
consideration by GRANTOR or its Subsidiaries to third parties. Each party (as
GRANTOR herein) agrees that, upon written request, it will grant to the other
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party to the extent and subject to the terms and conditions under which it then
has the right to do so, a license of the broadest scope which GRANTOR has the
right to grant at any time but of no greater scope than the scope of the
licenses granted herein with respect to any such patent. Such license shall be
granted under a separate agreement, upon payment of the same royalty or other
consideration as that which GRANTOR or any of its Subsidiaries is obligated to
pay to a third party because of the grant of such license or the exercise of
rights thereunder.
5.2 Upon written request by a party, the other party will inform the
requesting party of those patents or patent applications coming within the scope
of Section 5.1 promptly after receipt of such request.
Section 6. Term of Agreement
6.1 The term of this Agreement shall be from the date hereof until the
expiration of the last to expire of the Licensed Patent Claims.
6.2 In the event that more than fifty percent (50%) of the outstanding
shares or securities (representing the right to vote for the election of
directors or other managing authority) of one party hereto hereafter become
owned or controlled, directly or indirectly, by a third party, said one party
shall promptly give notice of such acquisition to the other party. If said one
party does not have outstanding shares or securities, such acquisition shall be
deemed to occur if more than fifty percent (50%) of its ownership interest
representing the right to make decisions for said party is acquired by said
third party. All rights granted hereunder to said one party together with any
sublicenses theretofore granted by said one party shall terminate on a
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termination date one hundred and eighty (180) days after the date of such
acquisition.
In the event of such acquisition,
6.2.1 all licenses granted herein to said other party under any patents
issuing on patent applications having an effective filing date
subsequent to said termination date and under said patent applications
shall terminate; and
6.2.2 said one party shall be entitled, upon request made within one hundred
and eighty (180) days after the date of such acquisition to a
nontransferable, nonexclusive, royalty free license under said other
party's Licensed Patent Claims (including the right to sublicense its
Subsidiaries) to make, use, lease and sell only products of the same
type manufactured and marketed by said one party within the licenses
granted in this Agreement prior to such acquisition, except that any
such license agreement shall differ from this Agreement in the following
respects:
6.2.2.1 the license grant to said one party in Section 2.1 shall be limited in
amount to annual sales equal to the sales of licensed products (IBM
Licensed Products if IBM is said party or STAC Licensed Products if STAC
is said party) by said one party and its sublicensed Subsidiaries which
are included in such acquisition in the consecutive [*****] period that
immediately precedes the date of such acquisition plus [*****];
provided, however, in the event that at the time of acquisition this
Agreement and the Program Patent License Agreement are owned by said one
party, the cumulative limitation on annual sales for both license
agreements shall be sales in the consecutive [*****] period that
immediately
***** Confidential Treatment Requested
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precedes the date of such acquisition plus [*****]; and
6.2.2.2 the license grant to said one party in Section 2.1 shall include a
grant of a royalty bearing license to said one party by said other party
for all other sales of said one party's Licensed Products (as defined in
this Agreement) under said party's Licensed Patent Claims (as defined in
this Agreement) under said other party's then standard licensing
practice and on such standard terms and conditions as said other party
is offering comparable royalty bearing licenses at the time such a
license agreement is requested.
Section 7. Warranty
7.1 Each party represents and warrants that it has the full right and power
to grant the licenses and release set forth in Sections 2 and 4 and that there
are no outstanding agreements, assignments or encumbrances inconsistent with the
provisions of said Sections or with any other provision of this Agreement. Each
party (as a GRANTOR) further represents and warrants that prior to the execution
of this Agreement it has informed the other party of any patent originating from
inventions made by employees of GRANTOR or its Subsidiaries, which patent is now
owned by GRANTOR or its Subsidiaries and which patent, owing to prior
arrangements with third parties, does not, or will not, qualify as its Licensed
Patent Claim, under which licenses are granted of the full scope set forth in
Section 2. Neither party makes any other representations or warranties, express
or implied, nor does either party assume any liability in respect of any
infringement of patents or other rights of third parties owing to the other
party's operation under the license herein granted.
***** Confidential Treatment Requested
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Section 8. Communications
8.1 Any notice or other communication required or permitted to be made or
given to either party hereto pursuant to this Agreement shall be sent to such
party by registered airmail (except that registered or certified mail may be
used where delivery is in the same country as mailing), postage prepaid,
addressed to it at its address set forth below, or to such other address as it
shall designate by written notice given to the other party, and shall be deemed
to have been made or given on the date of mailing. The addresses are as follows:
8.1.1 For IBM,
IBM Director of Licensing
International Business Machines Corporation
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
8.1.2 For STAC,
Xxxx Xxxxxx, Vice President
STAC Electronics, Inc
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
with copies to:
Xxxx Xxxx, President
STAC Electronics, Inc
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
and
Xxxxxx Xxxxxxxxx, Esq.
IRELL & XXXXXXX
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000-0000
Section 9. Assignments
9.1 Neither party shall assign, or grant any right in conflict
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with the rights granted under this Agreement under, any of its patents, or the
applications therefor, which qualify as Licensed Patent Claims, or any of its
patents or the applications therefor or rights which are subject to the other
party's rights pursuant to Section 5, unless such assignment or grant is made
subject to the terms and conditions of this Agreement. Subject to the provisions
of Section 3, neither party shall assign under any circumstances any of its
rights or privileges hereunder without the prior written consent of the other
party. Any attempted assignment in derogation of the foregoing shall be void, ab
initio.
The parties recognize that the terms of this Agreement reflect the unique patent
licensing needs of the parties hereto, including, but not limited to, the scope
of the license, the definition of the STAC Licensed Products and IDM Licensed
Products and the projected needs under each other's patents. Therefore, the
parties hereto acknowledge that this Agreement is personal to each of them and
is not assumable or assignable by either party in bankruptcy without the consent
of the other (Bankruptcy Code Section 365(c)(1)).
Section 10. Know-How and Trade Secrets
10.1 No license or other right is granted herein to either party,
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directly or by implication, estoppel or otherwise, with respect to any trade
secrets or know-how, and no such license or other right shall arise from the
consummation of this Agreement or from any acts, statements or dealings leading
to such consummation. Except as specifically provided herein, neither party is
required hereunder to furnish or disclose to the other any technical or other
information.
Section 11. Payment
11.1 As additional consideration for the license, immunities, release and
other rights granted to IBM herein, IBM shall pay to STAC the total sum of
[*****] by June 1, 1994.
Section 12. Miscellaneous
12.1 Nothing contained in this Agreement shall be construed as a warranty or
representation by either party as to the validity or scope of any of its
Licensed Patent Claims and either party is free to contest in any proceeding
said validity or scope.
12.2 Nothing contained in this Agreement shall be construed as conferring any
right to use in advertising, publicity, or other promotional activities any
name, trade name, trademark, or other designation of either party hereto
(including any contraction,
***** Confidential Treatment Requested
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abbreviation or simulation of any of the foregoing); and each party hereto
agrees not to use or refer to this Agreement or any provision thereof in any
promotional activity associated with apparatus licensed hereunder, without the
express written approval of the other party.
12.3 Nothing contained in this Agreement shall be construed as conferring on
either party any license or other right to copy the exterior design of the
products of the other party.
12.4 Nothing contained in this Agreement shall be construed as conferring any
rights by implication, estoppel or otherwise, to or under copyrights or mask
work or similar rights, or with respect to IHS Programs under any form of
statutory protection now existing or hereafter enacted, in any country or
countries, wherein the copying of an IHS Program is a requisite of infringement
under such form of protection.
12.5 Nothing contained in this Agreement shall be construed as limiting the
rights which the parties have outside the scope of the licenses granted
hereunder, or restricting the right of either party or any of its Subsidiaries
to make, have made, use, lease, sell or otherwise dispose of any particular
product or products not herein licensed.
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12.6 Each party shall, upon request from the other party sufficiently
identifying any patent or patent application, inform the other party as to the
extent to which said patent is subject to the licenses and rights granted
hereunder. If such licenses or rights under said patent or patent application
are restricted in scope, copies of all pertinent provisions of any contract or
other arrangement creating such restrictions shall, upon request, be furnished
to the party making such request, unless such disclosure is prevented by such
contract, and in that event a statement of the nature of such restriction will
be provided.
12.7 Neither of the parties hereto, nor any of their respective Subsidiaries
shall be required hereunder to file any patent application, or to secure any
patent or patent rights, or to maintain any patent in force, or to provide
copies of patent applications to the other party or its Subsidiaries, or to
disclose any inventions described or claimed in such patent applications.
12.8 Neither party shall have any obligation hereunder to institute any
action or suit against third parties for infringement of any of its Licensed
Patent Claims or to defend any action or suit brought by a third party which
challenges or concerns the validity of any of its Licensed Patent Claims. In
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addition, neither party shall have any right to institute any action or suit
against third parties for infringement of any of the other party's Licensed
Patent Claims.
12.9 GRANTEE's Licensed Products leased, sold or otherwise transferred by a
party or its sublicensed Subsidiary shall be considered to be licensed under any
GRANTOR Licensed Patent Claim which at any time covers such GRANTEE Licensed
Products, notwithstanding that the GRANTEE Licensed Product has been released,
re-sold or re-transferred by any entity in the same or another country.
12.10 This Agreement will not be binding upon the parties until it has been
signed hereinbelow by or on behalf of each party, in which event it shall be
effective as of the date first above written. No amendment or modification
hereof shall be valid or binding upon the parties unless made in writing and
signed as aforesaid. This Agreement and any other agreements specifically
referred to herein embody the entire understanding of the parties with respect
to the subject matter hereof and merges all prior discussions between them, and
neither of the parties shall be bound by any conditions, definitions,
warranties, understandings or representations with respect to the subject matter
hereof other than as expressly provided herein.
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12.11 If any Section of this Agreement is found by competent authority to be
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such Section in every other respect and the
remainder of this Agreement shall continue in effect so long as the Agreement
still expresses the intent of the parties. If the intent of the parties cannot
be preserved, this Agreement shall be either renegotiated or terminated.
12.12 Both parties to this Agreement recognize that, for the term of the
licenses granted hereunder, there are continuing licensing obligations on the
part of both parties. They therefore acknowledge that, upon the filing of a
bankruptcy petition naming either party to this Agreement as the debtor, this
Agreement is and shall remain an executory contract under Section 365 of the
Bankruptcy Code.
12.13 The headings of the several Sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.
12.14 This Agreement shall be construed, and the legal relations between the
parties hereto shall be determined, in accordance with the law of the State of
New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
signed as of the date first above written.
INTERNATIONAL BUSINESS
MACHINES CORPORATION
Witness: By: /s/ X. X. XXXXXX, JR.
--------------------------
/s/ [SIG] X. X. Xxxxxx, Jr.
----------------------- Vice President
STAC ELECTRONICS, INC.
By: /s/ XXXXXX XXXXXXX
Witness: --------------------------
Xxxxxx Xxxxxxx
/s/ [SIG] Vice President,
----------------------- Business Development
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