1
Exhibit 10.30
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made as of November 27, 1996
(the "Effective Date") by and between CMH Holdings Corporation, a Delaware
corporation ("CMH"), and XXXXX Material Handling Company, a Delaware corporation
and wholly-owned subsidiary of CMH ("XXXXX").
WHEREAS, XXXXX is a party to that certain Stock and Asset Purchase and
Sale Agreement dated as of November 9, 1996 (the "Acquisition Agreement")
between XXXXX, Terex Corporation and certain subsidiaries and affiliates of
Terex;
WHEREAS, XXXXX has assigned to CMH the rights of XXXXX to purchase
certain patents and patent applications pursuant to the Acquisition Agreement
and CMH has purchased such patents and patent applications;
NOW, THEREFORE, in consideration of XXXXX'x assignment to CMH of such
rights and of the mutual promises set forth below, and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged by CMH, the parties hereto agree as follows:
1. DEFINITIONS.
1.1 "Intellectual Property" means all patents and patent applications,
including any continuations, continuations in part or divisionals thereof,
owned or otherwise controlled by CMH as of the Effective Date, including
but not limited to all patents and patent applications listed on Schedule A
attached hereto.
2. GRANT
2.1 CMH hereby grants to XXXXX a perpetual, world-wide, exclusive,
royalty-free, fully-paid-up license to practice methods covered by any and
all Intellectual Property and to make, use, import, offer for sale or sell
any products covered by any Intellectual Property. CMH further grants to
XXXXX the right to xxx for infringements which may have occurred prior to
the Effective Date.
3. ASSIGNMENT AND SUBLICENSING
3.1 XXXXX may freely transfer or assign all or part of it rights or obligations
under this Agreement, and shall give notice of said assignment to CMH. CMH
may not assign this Agreement or any of its rights and obligations
hereunder by any means whatsoever; and in the event that CMH shall
determine to sell or otherwise transfer or assign ownership of the
Intellectual Property to a third party, CMH hereby agrees to first offer
such sale or assignment to XXXXX for a fee of One Thousand Dollars U.S.
($1,000.00).
3.2 XXXXX may freely grant sublicenses of all or part of its rights under this
Agreement.
2
Page 2
------------------------
4. LITIGATION
4.1 If either party becomes aware of any actual or threatened infringement by a
third party of any Intellectual Property licensed hereunder, it shall
promptly notify the other party in writing.
5. MAINTENANCE OF INTELLECTUAL PROPERTY
5.1 CMH shall, at its own expense, maintain all Intellectual Property licensed
hereunder, including the filing of all necessary documents, payment of all
required fees, and any other action necessary to ensure the continued
validity and enforceability of said Intellectual Property.
6. GENERAL PROVISIONS
6.1 This Agreement shall be governed by, interpreted under, and construed and
enforced in accordance with the internal laws, and not the laws pertaining
to conflicts or choice of laws, of the State of New York.
6.2 This Agreement sets forth the entire agreement and understanding between
the parties as to the subject matter of this Agreement and merges and
supersedes all prior discussions between them.
6.3 This Agreement and all of the provisions hereof shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
permitted successors and assigns.
6.4 All notices required with respect to this Agreement, shall be in writing
and shall be personally served or deposited in the United States mail,
first class, addressed as set forth below, or such other address as a party
hereto shall have specified most recently by written notice in accordance
with this Section.
CMH:
000 Xxxxx Xx.
Xxxxxxxxx, XX 00000
Attention: Secretary
XXXXX:
000 Xxxxx Xx.
Xxxxxxxxx, XX 00000
Attention: Secretary
3
Page 3
------------------------
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first specified above.
CMH HOLDINGS CORPORATION XXXXX MATERIAL HANDLING COMPANY
By: /s/ By: /s/
-------------------------------- --------------------------------
Title: Title:
----------------------------- -----------------------------
