EXHIBIT 10.10
PATENT LICENSE AGREEMENT
K/S/ HIMPP, a partnership organized under the laws of Denmark and having
its principal place of business at Ny Xxxxxxxxxxxxxxx 00, XX-0000, Xxxxxxxx,
Xxxxxxx (hereinafter referred to as "Licensor"), and Sonic Innovations, Inc. a
corporation organized under the laws of the United States of America and having
its principal place of business at 0000 Xxxxx 000 Xxxx, Xxxxx 000, Xxxx Xxxx
Xxxx, Xxxx 00000-0000 (hereinafter referred to as "Licensee"), have entered into
the following Agreement, effective January 1, 1997:
1. PREAMBLE
1.1 Licensor is the owner of the entire right, title and interest in certain
patents and patent applications relating to hearing aids.
1.2 Licensee desires to obtain, and Licensor is willing to grant to Licensee, a
non-exclusive license under the patents and patent applications as defined
below and on the terms hereinafter set forth.
2. DEFINITIONS
2.1 "Affiliate" shall mean any corporation or other entity, previously, now or
hereafter existing, that controls a party to this Agreement, is controlled
by a party to this Agreement, or is controlled by the same corporation or
other entity which controls a party to this Agreement, wherein "control"
means direct management control or direct or indirect ownership of at least
50% of the stock entitled to vote for the election of directors or their
equivalent.
2.2 "Conflicting Rights" shall mean any rights previously granted under the
Licensed Patents to another party, including without limitation liens,
conveyances, mortgages, assignments, encumbrances or other agreements to
which Licensor is a party or by which it is bound, relating to the Licensed
Patents, which would prevent or impair the full exercise of all substantive
rights granted to Licensee pursuant to the terms and conditions of this
Agreement.
2.3 "Effective Date" shall mean January 1, 1997.
2.4 "Licensed Patents" shall mean the patents and patent applications listed in
Exhibit A to this Agreement, as well as any patents which are later issued
from any patent applications listed in Exhibit A, and all continuations,
divisions or reissues of any of said patents or applications.
2.5 "Licensed Products" shall mean hearing aids, or any apparatus, device or
system which is designed for use with a hearing aid, made, used, imported,
sold, leased or Otherwise Disposed Of anywhere in the world, by or on
behalf of Licensee, which if unlicensed, would directly infringe an
apparatus or method claim of a Licensed Patent.
2.6 "Net Selling Price" shall mean the gross invoice price to an unlicensed
party for a Licensed Product, in the first arms-length transaction in the
ordinary course of business, less the following deductions:
(a) Trade or quantity discounts as well as bonuses and incentive
allowances and rebates granted to the customer.
(b) Transportation, packing costs and insurance charges on shipments to
customers.
(c) Sales and use taxes and other duties paid directly on such sale by
Licensee to any governmental agency.
(d) Credits for Licensed Products returned by customer.
Where Licensed Products are Otherwise Disposed Of, the Net Selling Price
thereof shall be deemed to be the Net Selling Price at which the same are being
sold or offered for sale by Licensee or its dealers, distributors or agents to
the trade in the ordinary course of business.
2.7 "Otherwise Dispose Of" shall mean to put into use or to lease, sell or
otherwise transfer title to another party or entity in other than an arms-
length transaction in the ordinary course of business.
2.8 A Licensed Product shall be deemed to be "Sold" on the earlier of the date
of shipment, date of invoice or date of payment.
3. THE PATENTS
3.1 During the term of this Agreement, Licensor in its sole discretion shall
decide what steps shall be taken to obtain Licensed Patents that have been
applied for and to maintain the Licensed Patents already granted. All costs
connected with the maintenance and issuance of Licensed Patents shall be
paid by Licensor.
3.2 Licensee understands that Licensor may at its sole discretion discontinue
the maintenance of any or all of the Licensed Patents, and Licensee agrees
that it shall not have any right of compensation or any other claim against
Licensor based on the fact that the Licensed Patents or some of them may
lapse.
4. RELEASE
4.1 Licensor hereby releases, acquits and forever discharges Licensee and
purchasers and users of Licensed Products from any and all claims or
liability for past infringement or alleged infringement of any Licensed
Patent.
5. LICENSES GRANTED
5.1 Subject to the terms and conditions hereinafter set forth, and subject to
any prior Conflicting Rights that may have been granted under the Licensed
Patents, Licensor hereby grants to Licensee a royalty-bearing, non-
exclusive, non- transferable, world-wide license under the
Licensed Patents to make, have made, use, import, sell or Otherwise Dispose
Of Licensed Products.
5.2 The grant of license hereunder is for use exclusively by Licensee and its
Affiliates, and Licensee shall not grant to third parties any sub-licenses
or other rights under the Licensed Patents.
5.3 The above non-exclusive rights of the parties may be subject to
restrictions or limitations imposed under mandatory provisions of the EU or
under national law or regulations and such provisions shall apply and be
considered part of this Agreement.
5.4 No right or license is granted hereby by implication or otherwise under any
patent, patent application or patent claim, except as specifically provided
herein, and specifically no license or other right is granted under any
patent or patent application owned or controlled by, or licensed to, any
Licensor partner other than the Licensed Patents.
5.5 Unless otherwise terminated pursuant to Article 9, the duration of the
license granted under this Agreement shall extend from the Effective Date
to and including the expiration date of the last to expire of the Licensed
Patents.
6. LICENSE FEES
6.1 For each Licensed Product which is Sold or Otherwise Disposed Of anywhere
in the world after the Effective Date of this Agreement, Licensee agrees to
pay to Licensor a royalty of 3.0% of the Net Selling Price of each
Licensed Product.
6.2 The payments called for under this Agreement shall be in United States
dollars at a conversion rate as of the end of the fiscal year of Licensee.
Wire transfers of funds may be made to Licensor's bank account as follows:
Den Danske Bank
Lyngby Xxxxxxxxx 00
XX-0000 Xxxxxx
Xxxxxxx
Swift code: XXXXXXXXXXX
USD account No: 0000000000
6.3 Once a royalty is paid on any Licensed Product pursuant to this Agreement,
such constitutes a full release with respect to such Licensed Product from
claims for royalties under any Licensed Patent.
6.4 No royalty is due hereunder with respect to any Licensed Product on which a
royalty has been paid by another licensee of the Licensed Patents.
6.5 Licensee and Licensor agree that the royalty provided for herein is a flat
rate royalty representing the mean value of the expected benefit to the
Licensee of the license under
such part of the Licensed Patents which would otherwise prevent the
manufacture and sale of Licensed Products regardless of whether Licensee
has any specific use for all Licensed Patents. It is also agreed that the
royalty payable in respect of Licensed Products is based upon the value to
the Licensed Products of those features of the Licensed Products covered by
Licensed Patents.
7. PAYMENTS, REPORTS AND RECORDS
7.1 During the term of this Agreement and within 90 days after the end of each
fiscal year of Licensee - such fiscal year ending on December 31, -
regardless of whether any royalties are due hereunder, Licensee shall
provide to Xxxxxx Xxxxxxxx, State Authorized Public Accountants, 1
Midtermolen, XX-0000 Xxxxxxxxxx, Xxxxxxx, for the attention of Mr. Xxxxx
Xxxx or such other independent auditor appointed by Licensor from time to
time (the Intermediary) a written statement setting forth the amount of the
royalties which shall have become due and payable hereunder as a result of
Licensed Products Sold or Otherwise Disposed Of in the fiscal year just
ended. Each such statement, which shall be duly certified by Licensee's
statutory auditor, shall set forth the commercial product names of the
Licensed Products on which royalties have been paid and the volume of sales
of each Licensed Product, and shall be accompanied by payment of royalties
due. The Intermediary will deliver to Licensor, for each licensee under the
Licensed Patents making payments to that Intermediary, a list of all
Licensed Products on which royalties have been paid, and will deliver to
Licensor a single payment representing the aggregate of all payments made
by licensees of Licensed Patents to the Intermediary in respect of the
relevant fiscal year.
7.2 Licensee shall maintain full and accurate accounts and records of all data
necessary for the preparation of the statements submitted and the
calculation of the royalties paid hereunder and shall retain such accounts
and records relating to each royalty payment made hereunder for a period of
three years after the date of each such payment. Such accounts and records
shall be subject to audit from time to time during normal business hours at
the reasonable convenience of the parties, but no more often than once
during each calendar year, and no more detailed in scope and depth than is
reasonably necessary for the purposes of this Agreement, by an independent
auditor who is a certified public accountant, and who shall be appointed by
Licensor. Such auditor shall disclose no information to Licensor other than
in an audit report, a copy of which shall be provided to Licensee. Such
audit report shall be limited to disclosure of identified Licensed Products
on which royalties are being paid, and the identification of any hearing
aid, or any apparatus, device or system which is designed for use with a
hearing aid and on which royalties are not being paid. The statements
provided pursuant to Article 7.1 and any audit report under Article 7.2
shall be held in strict confidence by Licensor and shall be used solely for
purposes of this Agreement and shall not be used by Licensor for any other
purpose. In the event an audit reveals a deficit in royalty amounts paid by
Licensee greater than 10% for the period covered by the audit, Licensee
shall pay the cost of the audit. Overdue payments hereunder shall be
subject to a late payment charge calculated at an annual rate of eight
percent (8%) during delinquency.
8. WARRANTIES OF LICENSOR
8.1 Licensor warrants that Licensor is the owner of the entire right, title
and interest in the Licensed Patents and has the right to grant the
license granted herein.
8.2 Licensor warrants that it is not aware of any prior Conflicting Rights
granted under any of the Licensed Patents.
8.3 Nothing in this Agreement shall be construed as a representation or
warranty by Licensor as to the technical or commercial results which can
be obtained by the exploitation of the Licensed Patents.
8.4 Licensor does not warrant that practicing the subject matter of any
Licensed Patent will be free of infringement of patents owned by others
than Licensor, and shall not be liable in whole or in any part for any
claim for compensation which might be brought by any third party as a
consequence of the exploitation of the Licensed Patents by Licensee.
9. TERM AND TERMINATION
9.1 This Agreement shall be considered to have taken effect on January 1,
1997, and shall remain in full force and effect, subject to the
termination provisions of Article 9.2, until the expiration date of the
last to expire of the Licensed Patents.
9.2 If any party shall be in material default of this Agreement and such
material default is not cured within 60 days after written notice of such
material default is received from the other party, such other party shall
have the right to request termination of this Agreement with respect to
the party in material default, and/or other relief, in arbitration
pursuant to Article 17. If successful in obtaining termination of this
Agreement as relief in arbitration, such other party may then terminate
this Agreement forthwith with respect to the party in material default
upon written notice to that effect to the party in material default.
9.3 Notwithstanding the provisions of Article 9.2, if Licensee fails to make
royalty payments pursuant to Articles 6 and 7, and such failure is not
cured within 60 days after written notice of such failure is received from
Licensor, Licensor shall have the right to terminate this Agreement on
written notice to Licensee, without proceeding to arbitration.
9.4 Upon termination of this Agreement pursuant to Article 9.2, all licenses,
rights, duties and obligations set forth in this Agreement shall terminate
forthwith except that Licensee shall be liable to fulfil its obligations
under Articles 6 and 7 with respect to royalties which have accrued prior
to such termination.
10. NOTICES
10.1 All notices to, demands, consents or communications which any party may
desire or may be required to give to the other must be in writing, shall
be effective upon receipt after having been delivered prepaid to a
reputable international delivery service or courier or sent by facsimile
transmission and addressed to such address as shall have been designated
by notice from the addressee for addressing of notices to it, or if no
such designation shall have been made, then to the address of the party
appearing above. Receipt shall be presumed on
the date of proper transmission as to facsimile transmission and otherwise
within five (5) days.
11. INFRINGEMENT
11.1 In the case of any third party infringing the Licensed Patents, Licensor
shall in its sole discretion decide whether legal proceedings shall be
initiated to prevent such infringement. If legal proceedings are
initiated, Licensee shall, if requested, cooperate with Licensor in this
regard to the extent not contrary to the interest of Licensee.
11.2 Costs incurred in connection with legal proceedings pursuant to this
Article 11 shall be borne by Licensor.
12. PRODUCT LIABILITY AND COMPLIANCE
12.1 Licensee shall observe and comply with all local laws, rules and
regulations applicable to the exploitation of the Licensed Patents, and
shall at its own cost obtain any necessary governmental permit or approval
necessary for the exploitation of the Licensed Patents.
13. ASSIGNMENT AND TRANSFER
13.1 Neither this Agreement nor any right granted hereunder may be assigned,
extended or otherwise transferred in whole or in part by either party
hereto, whether voluntarily, by operation of law or otherwise, nor shall
this Agreement or any right granted hereunder inure to the benefit of any
successor of either party hereto, whether by operation of law or
otherwise, and notwithstanding any bankruptcy, insolvency or other
proceeding, without the prior written consent of the other party hereto,
which consent shall not be unreasonably withheld, and any assignment,
extension or transfer without such consent shall be null and void. The
parties acknowledge that the benefits accorded to each party under this
Agreement, including, without limitation, the license and releases, are
personal to such party and shall in no event extend to any other person.
13.2 This Agreement shall inure to the benefit of and be binding upon each of
the parties hereto and their respective Affiliates and permitted
successors and assigns.
14. SECRECY
14.1 The parties hereto acknowledge that each party has an interest in
maintaining the confidentiality of the parties' business and trade
practices. Therefore, the parties shall treat as secret and confidential
all information relating to the other party's business and products
(collectively, the "Confidential Information"). The parties each agree to
use their best efforts to prevent the unauthorized use and disclosure of
the Confidential Information, which shall include requiring all third
parties to whom the Confidential Information is disclosed to execute
confidentiality agreements containing terms similar to those contained in
this Article 14.1. Notwithstanding the foregoing, the parties may disclose
any Confidential Information which has been independently acquired from a
third party, that does not have an obligation of confidentiality to any of
the parties, which is made public incident to the filing of patent
applications or the issuance of patents, which has otherwise
become generally known in the industry in which the parties operate other
than as a result of wrongdoing by the party disclosing such information,
or the disclosure is required pursuant to judicial order or the mandate of
any governmental agency or authority.
14.2 Except as provided in Article 14.4, the parties hereto shall keep this
Agreement confidential and shall not now or hereafter divulge the terms of
this Agreement or any part thereof to any third party except:
(a) with the prior written consent of the other party; or
(b) to any governmental body having jurisdiction to call therefor; or
(c) as otherwise may be required by law or contract; or
(d) to legal counsel representing either party; or
(e) to the auditors appointed pursuant to Articles 7.2 and 18.1.
14.3 For purposes of Article 14 only, partners of HIMPP and affiliates of
Licensee shall not be considered to be third parties.
14.4 The parties agree to a mutually acceptable press release to announce the
execution of this Agreement.
14.5 The obligations of confidentiality hereunder shall continue after the
expiration of this Agreement, irrespective of the cause and irrespective
of which of the parties might terminate the Agreement.
15. MISCELLANEOUS PROVISIONS
15.1 Payments of any royalties under this Agreement are not admissions of
infringement of any Licensed Patent.
15.2 No failure or delay to act upon any default or to exercise any right,
power or remedy hereunder will operate as a waiver of any such default,
right power, or remedy.
15.3 If any provision of this Agreement is or becomes or is deemed invalid,
illegal or unenforceable under the applicable laws or regulations of any
jurisdiction, such provision will be deemed amended in that jurisdiction
to the extent necessary to conform to applicable laws or regulations or,
if it cannot be so amended without materially altering the intention of
the parties, it will be stricken, and the remainder of this Agreement will
remain in full force and effect.
15.4 Nothing contained herein shall constitute a license for either party to
utilise in the marketing of its products, the trademarks, tradenames, or
identifying code numbers of the other party.
15.5 This Agreement does not constitute either party hereto the agent of the
other party for any purpose whatsoever, nor does either party hereto have
the right or authority to assume,
create or incur any liability of any kind, express or implied, against or
in the name or on behalf of the other party.
15.6 The parties agree that should a patent not issue from any of the
applications listed in Exhibit A hereto, the terms hereof inclusive of
Licensee's obligations hereunder shall be otherwise unaffected by such
occurrence.
16. FORCE MAJEURE
16.1 Neither party shall be under any liability to the other party hereunder
due to circumstances that such party shows is beyond its control, such as
change of legislation, government prohibition, or other kind of force
majeure. The parties undertake to notify the other party if any force
majeure circumstances should occur.
17. APPLICABLE LAW AND ARBITRATION
17.1 This Agreement shall be governed and construed and the relations between
the parties determined in all respects by the substantive law of Denmark.
17.2 The parties shall seek to resolve amicably all disputes, controversies or
differences which may arise between them relating to the subject matter of
this Agreement. If, despite the good faith effort of the parties, an
amicable resolution cannot be reached, any controversy or claim between or
among the parties arising out of this Agreement, excluding controversies
relating to the scope or validity of the Licensed Patents as provided for
in article 17.3, shall be resolved by binding arbitration in Copenhagen.
17.3 Any controversy which the parties are unable to amicably resolve relating
to the scope or validity of any of the Licensed Patents shall be resolved
in a court of law in the country in which that Licensed Patent was issued.
17.4 The party intending to convene the arbitration tribunal shall notify the
other party by registered letter of such intent providing a short
description of the issues which shall be before the arbitration tribunal.
Each party shall then within four weeks appoint an arbitrator. These
arbitrators shall within two weeks appoint a third arbitrator who shall be
educated as a lawyer. If the arbitrators have not agreed upon the third
arbitrator within two weeks or if a party fails within the time given to
appoint an arbitrator, the relevant arbitrator shall be appointed if a
party shall so direct by the President of the Maritime and Commercial
Court in Copenhagen.
17.5 The arbitration tribunal shall itself decide its rules of procedure and
shall when handing down its ruling, order the distribution of costs
involved in the matter including costs to legal counsel and, if necessary,
accountants.
17.6 To the extent that they have not been varied by the contents of this
Article 17, the provision of the Danish Arbitration Act shall apply. The
arbitration tribunal shall conduct its proceedings in the English
language.
17.7 The arbitration tribunal is empowered to award damages and any other
relief which would be available in a judicial proceeding. The arbitration
tribunal shall have the discretion to conduct hearings, to hear witnesses,
and if it deems appropriate, to order an exchange of information by the
parties.
17.8 All decisions of the arbitration panel within the scope of its authority
shall be final and binding on the parties and may be executed and enforced
in any court having competent jurisdiction. The parties stipulate that the
Court of Copenhagen shall have jurisdiction over the parties and subject
matter for purposes of enforcing this provision.
18. MOST FAVORED TERMS
18.1 If, after the Effective Date hereof, Licensor grants to any third party, a
right or license under any or all of the Licensed Patents to make, have
made, import, use sell and/or otherwise dispose of Licensed Products on
terms more favorable to such third party than those set forth herein,
Licensor shall give prompt written notice to Licensee to that effect and
Licensee shall have the option of acquiring a right, license or grant
under such more favorable tern-Ls subject to the same terms as those
licensed or granted to such third party. Licensee may request periodically
that an independent auditor (which may be the same auditor appointed
pursuant to Article 7.2) at the cost of Licensee audit Licensor's licenses
under the Licensed Patents and provide a certification of Licensor's
compliance with this article.
19. ENTIRE AGREEMENT AND AMENDMENTS
19.1 This Agreement sets forth the entire understanding of the parties relating
to the subject matter hereof and cancels and supersedes all prior or
contemporaneous oral or written negotiations, agreements or understandings
relating to such subject matter. No amendment or modification of this
Agreement shall be valid or binding upon the parties unless made in
writing and signed on behalf of the parties by their respective duly
authorized representatives.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers effective as of the date
first written above.
K/S HIMPP
Date: September 10, 1998 By: /s/ illegible
------------ ------------------------------
Title: Mar. Div.
-----------------
Licensee
Date: August 27, 1998 By: /s/ Xxxxxxx X. Xxxxx
--------- ------------------------------
Title: CFO
----------------
Exhibit A
Calibration Device and Auditory Prosthesis
Having Calibration Information (widin et al)
Country Serial Patent Number
United States 192,213 4,992,966
EPO 89304712.6 EP 0 341 995 B
Australia 32674/89 614,825
Canada 596,199 1,321,260
Xxxxxxx 0000/00
Xxxxx 115926/89 1-319398 (Xxxx. Xx.)
Xxxxx Xxxxx 0000/00
Xxxxxxxx 8900593 MY103710A
Austria EPO 000000
Xxxxxx EPO 000000
Xxxxxxx XXX 00000000
Xxxxxxxxxxx XXX
Xxxxxx EPO
Switzerland EPO
United Kingdom EPO
Method and Apparatus for Determining Acoustic Parameters of an Auditory
Prosthesis Using Software Model (Widin et al)
Country Serial 0 Xxxxxx Xxxxxx
Xxxxxx Xxxxxx 07/888,148 Re 34,961
United States 192,214 4,953,112
Malaysia 8900543 MY104085
South Korea 0000/00
Xxxxx 114895/89 1-319397 (Publ. No.)
Xxxxxxx 0000/00
Xxxxxx 596,743 1,321,635
Brazil 8902172
Australia 33033/89 619,275
EPO 89304711.8 EP 0 396 000 X
Xxxxxxx XXX 000000
Xxxxxx Xxxxxxx XXX 000 000
Xxxxxxxxxxx XXX 000 000
Xxxxxx XXX 000 000
Xxxxxxxxxxx EPO 396 831
Germany EPO 68919349
France EPO 396 831
Hearing Aid Programming interface (Rising)
Country Serial Patent Number
United States 192,242 4,961,230
Canada 599,068 1,301,305
Germany EPO 68918327
EPO 89304486.7 EP 0 341 902
Australia 34056/89 616,264
Japan 1-053836
France EPO
United Kingdom EPO
Netherlands EPO
Sweden EPO
South Korea 6087/89
Hearing Aid Programming interface and Method (Xxxxxxx)
Country Serial Patent Number
United States 192,259 4,989,251
Canada 599069/89 1,331,651
Germany EPO 68919270
EPO 89304487.5 EP 0 341 903
Japan 117187/89 2-057100 (Publ. No.)
Australia 34057/89 000000
Xxxxxx EPO
United Kingdom EPO
Netherlands EPO
Sweden EPO
Auditory Prosthesis using Fitting Vectors (Widin)
Country Serial # Patent Number
United States 07/192,351 4,901,353
Malaysia 8900594 MY103711
Austria EPO 000000
Xxxxxx EPO 000000
Xxxxxxx EPO 68917980
EPO 89304714.2 EP 0 341 997
Australia 32789/89 621,101
Brazil 8902175
Canada 596414/89 1,300,732
Xxxxxxx 0000/00
Xxxxx 115928/89
Xxxxx Xxxxx 0000/00
Xxxxxx Xxxxxxx XXX 000 000
Xxxxxxxxxxx XXX 000 000
Xxxxxx XXX 000 000
Xxxxxxxxxxx XXX 000 000
Xxxxx EPO 341 997
Auditory Prosthesis With Datalogging Capability (Xxxxxxx et al)
Country Serial Patent Number
United States 353,220 4,972,487
Canada 594962/89 1,317,6,66
Germany EPO 68920060
Xxxxxxx 0000/00
EPO 89302689.8 EP 0 335 542
Japan 80196/89 2-043900 (Publ. No.)
Australia 31420/89 610,705
CH EPO
France EPO
Sweden EPO
Netherlands EPO
United Kingdom EPO
Malaysia MY103858
South Korea 4156/89
Method, Apparatus, System and Interface Unit for Programming a Hearing Aid
(Xxxxx)
Country Serial Patent Number
United States 525,901 5,226,086
Germany G9106237.3 91062373 G
Australia 75912/91 641,239
Japan 34867/91
Hearing Aid and Method For Preparing Same (Xxxxxxxx, Jr.)
Country Serial Patent Number
United States 887,592 5,321,757
Australia 82039/91 647,510
Canada 2087263
EPO 91912842.1 EP 0 544 687
PCT US91/04955 WO92/03894 (pub.)
Japan 512130/91 5-509210 (Xxxx. Xx.)
Xxxxxx XXX 000 000
Xxxxxxx XXX 000 000
Xxxxxxxxxxx XXX 000 000
Xxxxxxx XXX 00000000
Xxxxxx EPO 544 687
Auditory Prosthesis, Noise Suppression Apparatus and Feedback Suppression
Apparatus having Focused Adaptive Filtering (Soli et al)
Country Serial Patent Number
United States 912,886 5,402,496
United States 08/317,164
Japan 172767/93
Canada 2098679
Australia 41424/93 661,158
EPO 93111138.9
Germany
Denmark
France
United Kingdom
Sweden
Auditory Prosthesis With User-Controlled Feedback Cancellation (Soli et al)
Country Serial 0 Xxxxxx Xxxxxx
Xxxxxx Xxxxxx 07/922,013
United States 08/201,883
United States 08/279,685
EPO 93112049.7 XX-X- 0 000 000
Xxxxx 188302/93
Canada 2100015
Australia 41832/93 660,818
Germany
Denmark
France
United Kingdom
Sweden
Activation and Method For Doing Same (Soli et al)
Country Serial # Patent Number
United States 07/921,508
EPO 93112050.3 XX-X-0 000 000
Xxxxxx 0000000
Xxxxx 000000/00
Xxxxxxx
Xxxxxxx
France
United Kingdom
External Ear Canal Pressure Regulating Device and Tinnitus Suppression Device
(Van den Honert et al)
Country Serial 0 Xxxxxx Xxxxxx
Xxxxxx Xxxxxx 359,025 5,024,612
Australia 54873/90 630,187
EPO 90305676.0 EP 0 400 900
Canada 0000000
Xxxxx 139564/90 3-018359 (Xxxx. Xx.)
Xxxxxxx XXX 000 000
Xxxxxx EPO 400 900
Germany EPO 69024408
Sweden XXX 000 000
Xxxxxx Xxxxxxx EPO 400 900
External Ear Canal Electrode to be Placed Proximate the Tympanic Membrane and
Method of Stimulating/Recording Utilizing External Ear Canal, Etc. (Xxxxxxxxxxxx
et al)
Country Serial Patent Number
United States 07/036,209
United States 767,324 4,706,682
Canada 514029/86 1,292,265
EPO 86111568 EP 0 214 527
Austria EPO 00000
Xxxxxx EPO
Germany EPO
United Kingdom EPO
Sweden XXX
Xxxxxxx 0000/00 .
Xxxxxx 86-3310
Australia 605261/86 591,690
Japan 193020/86 62-044250 (Publ. No.)
China 86105171
Attachment Device For a Probe Microphone (Rising et al)
Country Serial Patent Number
United States 192,354 4,827,525
Magnetic Attachment Apparatus for Ear-Level Microphone (Rising)
Country Serial Patent Number
United States 181,222 4,827,524
Canada EPO
Germany
Denmark
Japan
Apparatus and Method For Suppressing Tinnitus (Xxxxxxxxxxxx et al)
Country Serial Patent Number
United States 07/286,744
Australia 45376/89 629,872
Canada 0000000
Xxxxx 328110/89 2-220680 (Publ. No.)
Australia 30087/92 656,045
EPO 89311877
US 4,548,082 Hearing aids, signal supplying apparatus, system for compensating
hearing deficiencies and methods, (Xxxxxxxxxxx et al.) prio 84.08.28
COUNTRY Application Patent
US 645,004 US 4,548,082
Canada 4488699 CA 1240029
EP 85904203.8 EP 0 191 075
Netherlands EP 191 075
Austria EP AT76549
Belgium EP 191 075
Switzerland EP 191 075
Germany EP DE3586098
France EP 191 075
GB EP 191 000
Xxxxx EP 191 075
Sweden EP 191 075
Xxxxxxx 0000/00
Xxxxx 503667/85 8-024399
Xxxxxxxxx 00000/00 XX 000000
Xxxxxxxxx 00000/00 XX 000000
Xxxxxx 76031 IL76031
US 5,016,280 Electronic filters, hearing aids and methods, (Xxxxxxxxxxx et al.)
prio 88.03.23
COUNTRY Application Patent
US 172,266 US 5,016,280
US 059,800 US 5,475,759
Canada 594441 CA 1326285
EP 89302762.3
Denmark 1445/89
Australia 31421/89 XX 000000
XX 70283/89
South Xxxxx 0000/000
Xxxxxxxx 8900349 MY103857-A
US 5,111,419 Electronic Filters, signal conversion apparatus, hearing aids and
methods
prio 92.05.05
COUNTRY Application Patent
US 180,170 US 5,111,419
US 792,706 US 5,225,836
US 056,054 US 5,357,251
Canada 595860 CA 1335674
EP 89303482.7 EP 0 339 819
Switzerland EP 339 819
Germany EP DE6891974.1
France EP 339 819
GB EP 339 000
Xxxxxxxxxxx EP 339 819
Sweden EP 339 819
Australia 32458/89 AU 000000
Xxxxxxx 0000/00
Xxxxx 91715/89
South Korea 4781/89
Malaysia 8900455
Taiwan 78103077 CR43643
US 5,412,735 Adaptive noise reduction circuit for a sound reproduction system,
(Xxxxxxxxxxx et al.) prio 92.02.27
COUNTRY Application Patent
US 842,566 US 5,412,735
Canada 2090297
EP 93301401.1
Australia AU 000000
Xxxxx 40303/93
South Korea 2836/93
Malaysia 9300335
Adaptive gain and filtering circuit for a sound reproductive system
(Xxxxxxxxxxx et al.) prio 93.04.07
COUNTRY Application Patent
US 044,246
US 477,621
Canada 2160133
EP 00000000.9
Japan 522504/94
Rider to
Patent License Agreement
dated August 27,1998
between
K/S HIMPP
and
Sonic Innovations, Inc.
(the License Agreement)
The Parties to the License Agreement have agreed to amend the License
Agreement as follows:
1. The following is added to art. 7.1, line 12 (after ..... royalties due.)
"The above statement of Licensee duly certified by Licensee's statutory
auditor shall further identify any hearing aid, or any apparatus, device
or system manufactured or sold by Licensee, which is designed for use with
a hearing aid and on which royalties are not being paid".
2. The following is deleted from art. 7.2
"and the identification of any hearing aid, or any apparatus, device or
system which is designed for use with a hearing aid and on which royalties
are not being paid".
3. The following is added to art. 9.2
"This agreement may be terminated by licensee on three months' written
notice to Licensor with effect as from the end of the second consecutive
fiscal year of Licensee after all manufacture and/or sale of Licensed
Products has been discontinued and Licensee has informed Licensor of its
intention not to resume such manufacture or sale in the future".
4. The following is added to art. 14.2
"f. the statutory auditors of Licensee mentioned in art. 7.1.
g. any third party performing a due diligence review with regard to
Licensee's business".
IN WITNESS WHEREOF, the parties hereto have caused this Rider to Agreement
to be executed by their respective duly authorized officers effective as of
January 1, 1997.
K/S HIMPP
Date: September 10, 1998 By: /s/ illegible
------------ --------------------------------
Title: Man. Dir..
---------------------
Licensee
Date: August 27, 1998 By: /s/ Xxxxxxx X. Xxxxx
--------- --------------------------------
Title: CFO
---------------------
