FIFTH AMENDEMENT
to License Agreement dated June 1, 2000, by and between the Company and
Massachussets Institute of Technology
This Fifth Amendment with an effective date of June 1, 2000, is to the License
Agreement dated February 9, 1990 between ELECTRONICS FOR IMAGING, INC.
("LICENSEE") and MASSACHUSETTS INSTITUTE OF TECHNOLOGY ("M.I.T.") (the "License
Agreement").
The parties hereby agree as follows:
1. Section 4.1(b) of the License Agreement is amended to read in its entirety as
follows:
(b) [ *** ]
2. Section 7.3 of the License Agreement is amended to read in its entirety as
follows:
7.3 In the event that LICENSEE shall undertake the enforcement and/or
defense of the Patent Rights by litigation, LICENSEE may withhold up to
fifty percent (50%) of the royalties otherwise thereafter due M.I.T. under
Article IV and apply the same toward reimbursement of up to half of
LICENSEE's expenses, including reasonable attorney's fees in connection
therewith. Should this half of LICENSEE's expenses exceed 50% of the
royalties due for any given quarter, then the excess shall be carried over
quarter-to-quarter until this half of LICENSEE'S expenses has been
withheld from the royalties thereafter due M.I.T. Any recovery by LICENSEE
for any such suit, whether by virtue of judgement or settlement of the
enforcement action, shall be first applied in satisfaction of any
unreimbursed expenses and legal fees of LICENSEE relating to the suit, and
next toward reimbursement of M.I.T. for any royalties past due or withheld
and applied pursuant to this Article VII. The balance remaining from any
such recovery shall be divided equally between LICENSEE and M.I.T.;
provided however, where the defendant in the enforcement action is brought
for multiple patents, this balance from such recovery shall be apportioned
pro-rata based on the time that was remaining before the expiration of the
patents when the enforcement action was commenced.
Agreed to for:
MASSACHUSETTS INSTITUTE ELECTRONICS FOR IMAGING, INC.
OF TECHNOLOGY
By: Xxxx X. Xxxxxx Xx. By: Xxxxx Xxxxxxxxx
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Title Associate Director
Technology Licensing Office Title General Counsel
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Date 13 July 2000 Date 14 June 2000
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[ *** ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
