AMENDMENT 1 TO THE LICENSE AGREEMENT
BETWEEN
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
AND
AMERIGON INCORPORATED
Whereas Amerigon Incorporated ("LICENSEE") and Lernout & Hauspie Speech Products
N.V. ("LICENSOR") have entered into a license agreement, effective on October
19, 1993;
Whereas the parties are bound by the terms of the foresaid license agreement of
the parties between the parties as of October 19, 1993 except for terms and
conditions contradicted hereto;
Whereas the parties wish to modify foresaid license agreement as set out below,
IT HAS BEEN AGREED AS FOLLOWS:
1. LICENSEE commits to license from and pay to LICENSOR for a non-refundable
fee for royalties of $200,000 for the period starting April 1, 1996 to be
consumed over a 5 year time frame.
LICENSOR will reduce the royalty price to 3% on hardware selling price
for units up to 75,000.
Payment by LICENSEE of a non-refundable fixed fee for royalties of
$200,000, as follows:
$ 30,000 on or before March 31, 1996
$ 35,000 on or before June 30, 1996
$ 40,000 on or before September 30, 1996
$ 45,000 on or before December 31, 1996
$ 50,000 on or before March 31, 1997
--------
$ 200,000
Royalties shall be computed quarterly, beginning April 1, 1996 through
March 31, 2001 and the aggregate amount each quarter shall be compared to
the $200,000 non refundable royalty fee. For the first such quarter in
which the aggregate fees exceed $200,000, the excess shall be paid to
LICENSOR and for each succeeding quarter through March 31, 2001, the
calculated quarterly royalties will also be paid to L&H.
2. For all the copies of the Designated Equipment with Software bundled and
delivered by LICENSEE to its customers on top of these committed copies
or after the 5 year period starting from April 1, 1996, whichever comes
first, royalties will be paid at the royalty prices mentioned in the
initial license agreement.
3. APPLICABILITY. Covered products include: NRR, ASR 1000 and 1500,
text-to-speech and speech compression that are used in any car
application. Free improvements to these products are included. Royalty
rates for the NRR and the ASR1000/1500 for the navigator will be at the
3% rate. Equitable royalty rates for the text-to-speech and the speech
compression will be negotiated. No upfront royalty fees will be charged
for the these other technologies.
------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC.
4. PRICE ADJUSTMENTS.
It is the intent that royalty and NRE prices will be kept competitive to
allow LICENSEE's products to be competitive in the market place.
5. PORTING & INTEGRATION.
With reasonable notice, LICENSOR will provide porting & integration
services of the NRR200 to the IDT or comparable platform at no charge.
Other porting and integration projects will be handled under separate
agreements and will not be unreasonably withheld by LICENSOR.
6. RAPID DEPLOYMENT TEAM.
LICENSOR and LICENSEE will set up regular meetings (once per quarter)
with both party's engineering teams to discuss new technology features,
implementations, etc. Both parties will engage in joint marketing
activities, customer presentations and discussions on the integration of
new features and technologies for the automotive market. Engineering for
these services will be for 2 years from signing this Amendment and will
not exceed 20 man days per year.
7. SOFTWARE DEVELOPMENT KIT.
LICENSEE agrees having received the ASR SDK and TTS SDK. As new SDK's
become available, they will also be provided.
8. USE OF LOGO.
LICENSEE agrees to use its best effort to include the "L&H Speech
Quality" logo to its Designated Equipment using Software or any other
logo at the request of LICENSOR. This logo has to appear on the packaging
of the Designated Equipment, as well as in the accompanying user
documentation.
9. LICENSEE acknowledges that this offer shall only be valid if signed and
returned before March 31, 1996.
LICENSOR LICENSEE
Lernout & Hauspie Speech Products N.V. Amerigon
BY: /s/ ▇▇▇ Lernout BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- ----------------------
NAME: ▇▇▇ LERNOUT NAME: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- --------------------
TITLE: PRESIDENT TITLE: VICE PRESIDENT
------------------------ -------------------
------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC.
LICENSE AGREEMENT
This Agreement is made and entered into as of this 19th day of October 1993
(hereinafter the "Effective Date") BY AND BETWEEN
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V., a company organized and existing under
the laws of Belgium and having its registered offices at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇, hereinafter referred to as LICENSOR
represented by Jo Lernout, Managing Director
AND
AMERIGON INCORPORATED, a corporation organized and existing under the laws of
California, and having an office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
hereinafter referred to as LICENSEE
represented by ▇▇▇ ▇▇▇▇, President
WITNESSETH THAT:
WHEREAS, LICENSOR is engaged in developing and licensing computer software
programs and related documentation thereto;
WHEREAS, LICENSEE desires to obtain certain rights, as hereinafter described, in
said software programs and its related documentation and to purchase certain
services relating thereto;
WHEREAS, LICENSOR is willing to grant LICENSEE said rights with respect to said
software programs;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, the parties hereby agree as follows:
------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p1/25
ARTICLE I : DEFINITIONS
The following terms shall have the meanings ascribed to them herein wherever
they are used in this Agreement unless otherwise clearly indicated by the
context.
1.1. "Software" shall mean the computer programs in object code form,
embodying certain proprietary algorithms, as specified in Addendum A,
which will satisfy the Functional Specification. Said Software shall
include all Corrections to any portion thereof made by or for LICENSOR.
1.2. "Documentation" shall mean those visually readable materials, in English,
developed by or for LICENSOR for use in connection with the Software.
Documentation includes operating instructions, input information, format
specifications, instructional and other documentation, including all
guides and manuals. Documentation also includes all revisions thereto
made by or for LICENSOR including, but not limited to, new documents and
corrected documents to properly reflect changes made in the Software.
1.3. "Designated Equipment" means the platform of LICENSEE, as identified in
Addendum A, and fully incorporated into this Agreement. In addition to
the description of "Designated Equipment" contained in Addendum A, this
definition includes any improvements, additions or modifications of
"Designated Equipment" made by LICENSOR.
1.4. "Functional Specification" shall mean the performance criteria for the
Software set forth in Addendum A.
1.5. "Software Performance Test" shall refer to the tests set forth in
Addendum C which are required to assure LICENSEE that all or part of the
Software to be provided by LICENSOR meets the Functional Specification.
1.6. "Third Party" shall include original equipment manufacturers, system
houses, value added resellers, distributors, and other such entities
engaged in doing business with LICENSEE, and who acquire the LICENSEE's
Navigation Product(s) for manufacture, sale, lease, license or other
transfer or whom LICENSEE sublicenses for the manufacture of Navigation
Products and/or related Software, including Software and Documentation.
1.7. "End User" shall mean the customers of LICENSEE, or of Third Parties, who
are granted a sublicense which includes the right to use the Software and
Documentation, incorporated in LICENSEE's Navigation Product(s).
1.8. "Corrections" shall mean changes made in the Software and/or
Documentation by LICENSOR to correct errors or defects in the Software
and/or Documentation.
------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p2/25
1.9. "Integration" shall mean the adaption of a specific Ported algorithm to
constraints of an execution environment, for example, to the requirements
of an execution unit (processor), if not completely adapted by the
Porting of the algorithm, and to the requirements of run-time
environments (in the case of hardware, addressing memory limitations and
specific interfacing, and in the case of software, addressing operating
system constraints, program interface specifications, asynchronous events
handling (interrupts), other run-time conventions (e.g. register usage)
and other tasks running in the same environment).
1.10. "Porting" shall mean the activity where mathematical operations are
transformed to algorithmic procedures for execution on specific execution
units (processors), with a standardized interface to the outside of the
system.
1.11. "Order" shall mean LICENSEE's form of purchase order or schedule used for
the purpose of ordering the license or maintenance of Software and
Documentation, provided that the terms and conditions of such purchase
order are consistent with the terms of this Agreement.
1.12. "Navigation Products" shall mean all hardware and software comprising
LICENSEE's audio navigation system which is manufactured and sold by
LICENSEE or under license from LICENSEE.
1.13. "Hardware Unit" shall mean a single unit of LICENSEE's Audio Navigation
product hardware.
1.14. "Commercial Sale" shall mean a sale of a Hardware Unit by LICENSEE or its
Affiliates or by LICENSEE's or Affiliates' sublicensee's, excluding those
units made available for evaluation, testing, promotional or related
purposes, provided however that the number of units made available for
said purposes shall not exceed one (1) percent of the total units shipped
or involved in that sale, and provided further that the customer does not
pay for these units separately.
1.15. "Net Hardware Unit Sales" shall mean the amounts actually collected from
Commercial Sales of Hardware Units, not taken into account the taxes,
duties, insurance premiums or shipping charges, which LICENSEE or its
customer pays or has to pay.
Furthermore, Net Hardware Unit Sales shall not include rebates paid to
the purchaser as part of such sale, nor refunds or credits issued upon
the return of Hardware Units, except to those returns which are
substantial and which are not replaced by other Hardware Units to the
customer.
1.16. "Global Position Satellite (GPS), Transmitter, Beacon and Sensor based
product" means navigation systems which utilize any or all of these
technologies to locate the vehicle's position relative to map data.
------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p3/25
A navigation system shall not be considered as being with this
definition simply because it uses the input of the standard odometer
function as the only sensor input.
ARTICLE II : GRANT OF SOFTWARE LICENSE
2.1. LICENSOR hereby grants to LICENSEE and LICENSEE accepts from LICENSOR
under LICENSOR's patents, copyrights and trade secrets related to the
Software and Documentation, a worldwide non-transferable license subject
to all applicable terms and conditions hereof, to:
a. use, copy, have copied, distribute, have distributed and maintain
the Software and Documentation for use on or in connection with the
Designated Equipment to be integrated in LICENSEE's Navigation
Product(s);
b. merge the Software with other programs for use on or in connection
with the Designated Equipment to be integrated in LICENSEE's
Navigation Product(s);
c. merge the Documentation with other written materials for use on or
in connection with the Designated Equipment to be integrated in
LICENSEE's Navigation Product(s);
d. advertise the availability of the Software or any portion thereof;
▇. ▇▇▇▇▇ non-exclusive sublicenses to Third Parties containing the same
rights as are granted to LICENSEE in subparagraphs a through d
above. This subparagraph shall be construed as authorizing LICENSEE
to permit cascaded sublicensing such that, for example, LICENSEE may
sublicense a Third Party such as a distributor, which will have the
right to sublicense another Third Party such as a dealer, which
shall have the right to sublicense an End User, provided that
LICENSEE complies with the requirements of article 2.2.
2.2. All sublicensing by LICENSEE shall be pursuant to written agreements that
incorporate applicable terms and conditions hereof, including a) the
limitations on LICENSOR's warranties and liabilities provided in articles
7 and 9.1.; b) LICENSOR's right to control intellectual property claims
as provided in article 14.3.; and c) methods of calculation, reporting
and payment of applicable royalties. This should be interpreted to
require a payment from LICENSEE for each Hardware Unit ultimately sold to
an End User. Each such sublicense shall require separate accounting and
provide a right of inspection by LICENSOR of the sublicensee, and shall
obligate the sublicensee and its sublicensees to include in all licenses
of the Software to End Users the limitations on LICENSOR's warranties and
liabilities provided
------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p4/25
in article 7 and 9.1. and LICENSOR's right to control intellectual
property claims as provided in article 14.3.
2.3. The license shall include future improvements to the Software and
Documentation.
"Future improvements" shall include any and all improvements, additions
or modifications made by LICENSOR to or in the Software after the
acceptance date specified in Article V, which improve the efficiency and
effectiveness of the basic Software functions described in Addendum A.
Future improvements shall be furnished to LICENSEE at no additional
charges, except as provided for in Addendum B.
ARTICLE III : EXCLUSIVITY PROVISIONS
3.1. The grant of license shall be exclusive as to the use of licensed
Software and Documentation in conjunction with automotive Navigation
systems, excluding Global Positioning Satellite (GPS), Transmitter,
Beacon and Sensor based systems, subject to the provisions of article
3.2.
3.2. The grant of license shall be exclusive starting at the Effective Date of
this Agreement and shall continue to be exclusive subject to the
following cumulative conditions:
A. The license will remain exclusive as long as LICENSEE pays the
following royalties within the indicated period of time:
- US$ 800,000 within two(2) years after the first day of the
month following the Acceptance Date;
- US$ 2,000,000 each year thereafter.
Royalty payments for each period of time shall include running
royalties paid during the period from sales of Hardware Units as
well as any additional royalty payments LICENSEE elects to make to
bring total payments to the above stated amounts.
LICENSEE shall have thirty (30) days after the end of each period of
time (year) during which payments can be made and counted towards
the amount paid in that prior year.
Failure to achieve these payments within each indicated time-period,
the exclusive license shall immediately revert to a non-exclusive
license.
------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p5/25
B. In the event LICENSEE should market its products which incorporates
software which competes with the Software licensed from LICENSOR,
the grants of exclusive license shall automatically revert to a
non-exclusive license.
3.3. As long as the abovementioned cumulative conditions are met by LICENSEE,
LICENSOR agrees to provide LICENSEE a right of first refusal to the
exclusive license of new software for automotive navigation systems,
(excluding GPS, Transmitter, Beacon and Sensor based systems).
ARTICLE IV : ROYALTIES/PAYMENTS
4.1. LICENSEE shall make royalty payments to LICENSOR on Net Hardware Unit
Sales by LICENSEE or any Third Party. No Hardware Unit however is to be
counted more than one time for royalty computation purposes hereunder.
4.2. a) LICENSEE will provide LICENSOR with reports showing the quantity of
Hardware Units shipped or otherwise transferred to a Third Party
hereunder and of Net Hardware Unit Sales, commencing after the
initial sublicense has been granted by LICENSEE or Third Party.
LICENSOR shall issue an invoice to LICENSEE accordingly for royalty
payments for Software licenses as defined in Addendum B. Payment
shall be made by LICENSEE no later than thirty (30) days following
the end of each calendar quarter. Royalties for each quarter will
be computed on Net Hardware Unit Sales for the quarter and
calculated from the appropriate royalty schedule in Addendum B.
In the event that the Navigation Product is combined directly into
other equipment (such as a CD player) or has additional components
added not contemplated in the current design (as covered in the
allowed patent claims), the Hardware Selling Price can be adjusted
to reflect that portion of the total revenues which are attributable
to the value of the Navigation Product Hardware Units.
In no event will the resulting royalty per unit be less than the
minimum amounts listed in Addendum B.
If parties cannot reach a fair adjustment, LICENSOR shall have the
right to select an independent auditing firm to conduct an audit of
LICENSEE's cost prices and all other such information reasonably
required to decide on a fair adjustment. Both parties agree that
its decision shall be final.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p6/25
b) LICENSOR shall issue an invoice to LICENSEE for maintenance support
provided within ten (10) days of the completion of each quarter in
which such services are provided by LICENSOR.
All invoices shall be submitted to the address specified in
LICENSEE's Order or such address as LICENSEE shall identify to
LICENSOR in writing.
4.3. LICENSEE shall keep a separate register in which it shall record the
exact number of Hardware Units, as well as the type of the products
incorporating the Software and any other information relevant for
determining the amounts of royalties payable.
LICENSOR shall have the right to conduct, or to select an independent
auditing firm to conduct, an audit of LICENSEE's separate register
relative to the performance of this Agreement no more than once yearly.
LICENSEE's approval of the time and place for the audit requested by
LICENSOR shall not be unreasonably withheld.
Any audit shall be performed during normal business hours. In the event
such audit reveals an underpayment to LICENSOR exceeding five(5) percent
of the total amount owed for that quarter, LICENSEE shall pay LICENSOR
such underpayment within thirty (30) days, as well as the audit costs.
Otherwise, LICENSOR shall bear the expenses of audit.
LICENSOR agrees to keep any and all information derived from any audits
confidential. This information shall not be used by LICENSOR for any
purposes other than to verify or resolve any discrepancy involving the
payment of royalties due from LICENSEE under this Agreement.
4.4. At any time that LICENSEE ceases to incorporate Software, as defined
herein, in any of LICENSEE's Navigation Products, including hardware or
software then being manufactured or sold by LICENSEE, all royalty
obligations of LICENSEE shall terminate, except as provided in article
8.3.
Should LICENSEE use Software, as defined herein, in some of the
Navigation Products (as currently contemplated, the CD discs) but not in
others, the number of Navigation Product Hardware Units counted for
purposes of royalty computations for each accounting period will be
computed by multiplying the total number of Hardware Units sold during
the period times the ratio of Navigation Products software units (e.g.
discs) sold by LICENSEE which incorporate LICENSOR's Software, divided by
the total Navigation Product software discs sold by LICENSEE (including
those that do and do not contain LICENSOR's Software).
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p7/25
For example, if LICENSEE sold 10 Hardware Units in an accounting period
and sold 15 CD discs, 10 of which used LICENSOR's Software and 5 used a
replacement software, then the Hardware Units counted for royalty
payments to LICENSOR would be (10) (10/15) = 6.67
ARTICLE V : ACCEPTANCE
5.1. All Software to be delivered to LICENSEE by LICENSOR under this Agreement
shall be subject to LICENSEE's evaluation, testing, and acceptance for
conformance to the Functional Specification thereof. In the event that
any item is found not to conform to the Functional Specifications during
the thirty (30) days following its delivery to LICENSEE, LICENSEE shall
notify LICENSOR of the respect(s) in which the item so fails to conform.
Upon receipt of such notice, LICENSOR shall use its best efforts to make
those corrections or modifications required to achieve such conformance
and will deliver to LICENSEE the corrected and modified items for
LICENSEE's further evaluation, testing and acceptance.
5.2. LICENSEE will thereafter give written notice to LICENSOR within thirty
(30) days after delivery of the corrected items, either
(i) that acceptance tests have been successfully passed (as soon as
that has occurred), or
(ii) that acceptance tests have revealed deficiencies in the
Software, which shall be described in reasonable detail.
5.3. If LICENSEE gives notice under 4.2. (ii) above, this Agreement shall
continue in effect and LICENSOR shall supply revised copies in a
reasonable time span. If LICENSEE does not provide such 4.2. (ii)
notice, the acceptance tests shall be deemed passed.
5.4. The performance tests applicable to the Software and Documentation shall
be the procedures and tests set forth in Addendum C.
ARTICLE VI : PORTING AND INTEGRATION SERVICES
6.1. At the request of LICENSEE, LICENSOR shall perform the Porting and/or
Integration of the Software to the Designated Equipment, free of charge.
6.2. LICENSOR shall provide qualified engineers throughout the Porting and
Integration processes.
6.3. LICENSEE shall timely make available to LICENSOR a Development
Environment. "Development Environment" shall consist of a set of
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p8/25
Designated Equipment and of all hardware and software development tools
available and required by LICENSOR to successfully complete the Porting
and/or Integration.
6.4. LICENSEE shall assist LICENSOR in giving the necessary information and in
resolving problems with respect to the Development Environment.
ARTICLE VII : WARRANTY
7.1. LICENSOR warrants that the Software and Documentation, as supplied, will
perform in accordance with the Functional Specification listed in
Addendum A, and be free from material programming errors and viruses.
7.2. If at any time during the 12-month period immediately following the
Acceptance Date, LICENSOR or LICENSEE shall discover one or more defects
or errors in the Software or any other respect in which the Software
fails to conform to the provisions of the above warranty, LICENSOR shall,
entirely at its own expense, promptly correct such defect, error or
non-conformity by, supplying LICENSEE with such corrective codes and
making such additions, modifications, or adjustment to the Software as
may be necessary to keep the Software in operating order in conformity
with the warranties herein.
These free of charge corrections shall not apply to other causes, such as
errors due to production or decoding process of the CD-Rom, and any other
errors due to the download mechanism of the Software to the Navigation
Product, or errors due to changes made by LICENSEE in the source code of
the communication software, as provided to LICENSEE.
However, LICENSEE acknowledge that the Software is of such complexity
that it may have inherent defects and agrees that if any deviations from
the Specification or material programming errors exist, as LICENSEE's
exclusive remedy and LICENSOR's sole responsibility LICENSOR shall use
its best efforts to eliminate promptly any such deviations or programming
errors reported to it by LICENSEE.
7.3. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES AND
LICENSEE RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p9/25
ARTICLE VIII : TERM
8.1. The term of this Agreement shall commence on the Effective Date herein
and shall continue unless terminated or canceled as provided below:
a) This Agreement may be canceled by LICENSEE for cause, upon written
notice to LICENSOR in the event that LICENSOR fails to perform any
of its material obligations hereunder and said cause is not
corrected within a ninety (90) day notice period.
b) Either LICENSOR or LICENSEE may cancel this Agreement upon written
notice to the other party in the event the other party:
(i) fails to comply with any material obligation under, or material
condition of this Agreement, and any such failure is not
remedied within ninety (90) days after receipt by the other
party of written notice;
(ii) ceases its business activities as a result of bankruptcy,
dissolution, liquidation or other causes.
8.2. Any termination of this Agreement shall terminate LICENSEE's right to
advertise and promote the Software and Documentation and to copy the
Software and Documentation and to grant additional sublicenses after such
termination, provided, however, that such termination shall not terminate
or affect sublicenses previously and properly granted to End Users and
Third Parties, or required to be granted under binding contracts or
purchase orders, and further provided, that LICENSEE and its Sublicenses
shall be permitted to continue to use the Software and Documentation to
enable LICENSEE to meet its obligations to support Sublicensees existing
at the time of such termination.
8.3. No termination or cancellation of this Agreement shall affect the
obligation of LICENSEE to collect and distribute to LICENSOR all payments
which have become or will be due from sublicenses and any other payments
which have become due hereunder.
ARTICLE IX : LIABILITY
9.1. Limitation on Damages :
LICENSOR shall have no liability to LICENSEE for any damages, losses,
costs or expenses resulting from the failure of the Software to perform
in accordance with its Specifications or from material programming errors
or viruses in the Software. Except for Claims arising under Article XIV
below, in which LICENSOR's liability is described: (a) LICENSOR's total
liability to LICENSEE for damages, losses, costs or expenses arising out
of or related to
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p10/25
this Agreement from any and all causes, including negligence, shall be
limited to 50% of the total amounts actually paid by LICENSEE to
LICENSOR, and (b) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING
OUT OF EITHER PARTY'S PERFORMANCE OR NONPERFORMANCE HEREUNDER, EVEN WHERE
SUCH DAMAGES WERE FORESEEABLE.
ARTICLE X : FORCE MAJEURE
10.1. Neither LICENSEE nor LICENSOR shall be liable to the other for delays in
the performance of or completion of this Agreement if such delay is
caused by strikes, riots, wars, government regulations, acts of God,
fire, flood, or other similar causes beyond its reasonable control;
provided, however, if such delay continues for ninety (90) days, the
other party shall have the option, exercisable by written notice, to
cancel the Agreement without additional charge or liability, except
payment of sums due to LICENSOR as provided in Article 8.3. above.
ARTICLE XI : LICENSEE FURNISHED ITEMS
11.1. LICENSEE shall, at no charge to LICENSOR, provide LICENSOR, from time to
time, information and copies of LICENSEE's documents, including data
which is confidential to LICENSEE and which is reasonably required or
reasonably requested by LICENSOR in order to perform any required
Porting or Integration of the Software. However, LICENSEE reserves the
right not to provide any information and documentation which LICENSEE
does not have the right to disclose. Such LICENSEE-provided information
and documents shall be subject to the provisions of Article XIV.
11.2. When such documentation and information are no longer required for
LICENSOR's performance hereunder, LICENSOR shall, upon LICENSEE's
request, promptly return to LICENSEE such documentation, including copies
or extracts of any portion thereof, except as may be reasonably required
for LICENSOR's recordkeeping requirements.
11.3. It is understood and agreed that title to all items furnished or provided
by LICENSEE to LICENSOR shall remain in LICENSEE.
11.4. All such documentation and information shall only be used by LICENSOR for
purposes of this Agreement, and all such items if in tangible form shall
be clearly labeled "Property of LICENSEE's name".
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p11/25
ARTICLE XII : PERSONNEL AND COMMUNICATIONS
12.1. For LICENSEE
1. General administration and liaison for LICENSEE will be performed by
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (referred to herein as "LICENSEE's contract
administrator") or a designee or successor.
2. Technical liaison for LICENSEE will be performed by ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ (referred to herein as "LICENSEE's technical
administrator") or a designee or successor.
12.2. For LICENSOR
1. General administration and liaison for LICENSOR will be performed by
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (referred to herein as "LICENSOR's contract
administrator") or a designee or successor.
2. Technical liaison for LICENSOR will be performed by ▇▇▇▇▇ ▇▇▇▇
(referred to herein as "LICENSOR's technical administrator") or a
designee or successor.
12.3. All notices under this Agreement shall be in writing, sent by mail,
courier service, telefax or telex, to the respective contract
administrator, unless otherwise specified.
12.4. Technical administrators shall be the principal liaisons for LICENSEE and
LICENSOR on technical matters and they may clarify, explain and provide
further details as required for performance under this Agreement, but
shall have no authority to make any agreements between them which change
the cost or any of the terms and conditions of this Agreement.
ARTICLE XIII : CONFIDENTIAL INFORMATION
13.1. Both parties agree not to disclose any trade secrets or confidential
information transferred to it by the other party which are identified in
writing as confidential ("TRADE SECRETS").
Each party shall take the same action and utilize at least the same
precautions in preventing unauthorized disclosures of the other party's
Trade Secrets as it uses with regard to its own secrets and confidential
information of similar nature.
13.2. The obligation of each party not to use or disclose Trade Secrets of the
other party shall survive the termination or cancellation of this
Agreement.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p12/25
However, neither party shall be obligated to protect Trade Secrets of the
other party under any provision of this Agreement in the event the
aforesaid:
a. are known to or developed by the receiving party without restriction
independently of the disclosing party,
b. are or become generally known to the public by other than a breach
of duty hereunder by the receiving party,
c. which the disclosing party agrees in writing is free of such
restrictions, or
d. which at the time of disclosure to the receiving party was known to
such party free of restrictions.
The obligation of one party not to use or disclose said Trade Secrets of
the other party will remain in effect until one of these exceptions
occurs.
13.3. Since unauthorized transfer of one party's Trade Secrets will
substantially diminish their value and injure that party in ways that may
not be remedied fully by money, either LICENSOR's or LICENSEE's breach of
these Article XIII obligations may entitle the other party to equitable
relief (including orders for specific performance and injunctions) as
well as monetary damages. Notwithstanding any termination of this
Agreement, the parties shall continue to be obligated to protect the
confidentiality of the Confidential Information as described above for a
period of five (5) years, subject to the exception set forth in Paragraph
13.2.
ARTICLE XIV: INFRINGEMENT
14.1. LICENSOR represents and warrants that it knows of no trade secrets
misappropriation that has occurred and has no reason to believe that any
such misappropriation will occur with regard to any Software and/or
Documentation, to be delivered to LICENSEE, and it knows of no claim of
patent or copyright infringement, and has no reason to believe any patent
or copyright infringement will occur with regard to the above.
14.2. LICENSOR's Obligation to Indemnify.
LICENSOR shall, at its sole expense, indemnify, defend and hold harmless
LICENSEE from and against any and all claims, demands, suits, actions,
proceedings, judgments, losses, damages, injuries, penalties, liabilities
and reasonable costs and expenses, including, without limitation,
attorney's fees, brought against, or incurred or suffered by, LICENSEE
arising out of allegations that any use of the Software, in whole or in
part, as delivered by LICENSOR, infringes any patent, copyright, trade
secrets or other intellectual
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p13/25
or industrial property right of any third party (collectively, "Claims"),
provided that LICENSEE shall give LICENSOR notice of all suits or threats
of patent or copyright or infringement and other claims concerning
misappropriation of trade secrets against LICENSEE. LICENSOR shall
defend or settle any such Claim through LICENSOR's counsel, provided,
however, that if Licensor fails to assume such defense within a
reasonable period of time after initiation of such Claim, LICENSEE shall
have the right to assume such defense through LICENSEE's counsel. The
party assuming such defense shall not settle any such Claim in a manner
which would result in substantial liability or damage to the other party
without first obtaining such party's prior written consent, which shall
not be unreasonable withheld. The parties shall provide each other with
all reasonable information and assistance necessary to defend or settle
Claims.
14.3. If use of an item furnished by LICENSOR is claimed or held to constitute
such an infringement of a patent, copyright, trade secret or similar
intellectual property right, or if LICENSOR determines that such a claim
or holding is likely to be made, LICENSOR, at its option and expense,
may either procure for LICENSEE the right to continue using the allegedly
infringing item; modify the item so that it becomes non-infringing; or
replace the item with a non-infringing counterpart; or, failing each of
the foregoing, if required by court order or the terms of a settlement
approved in writing by LICENSEE, terminate the associated license rights,
require the return of the applicable item, and refund (or adjust, if less
than all of the Software was returned and LICENSEE continues to possess
license rights with respect to a usable portion of the Software) payments
made or to be made by LICENSEE to LICENSOR.
During the pendency of any Claim, at the request of LICENSOR, LICENSEE
and its sublicensees and Third Parties shall refrain from any further
promotion, sale or distribution of the allegedly infringing item,
provided however that LICENSEE shall be permitted to fill orders for
products incorporating the Software which were in existence at the time
of LICENSOR's request. LICENSOR shall use all reasonable efforts to
eliminate such Claim as soon as possible so that LICENSEE is permitted to
resume such promotion, sale or distribution.
14.4. This indemnity shall not apply to the portion of any such Claim of
infringement that is based upon use of the allegedly infringing item with
an article or process acquired from a source other than LICENSOR which
combination was not installed, recommended or expressly approved by
LICENSOR, or arises from activities outside the scope of the Article 2.1.
license, or arises from uses of the Software in ways that were not
intended.
The foregoing constitutes LICENSOR's sole responsibility, and the
exclusive remedy of LICENSEE and its sublicensees and Third Parties, in
connection with any Claim of infringement or misappropriation of
intellectual or industrial property rights.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p14/25
14.4. Except as otherwise provided, nothing contained in this Agreement shall
be construed as licensing LICENSEE to use any other trademark or trade
name owned or used by LICENSOR or as licensing LICENSOR to use any
trademark or trade name owned or used by LICENSEE.
ARTICLE XV : RESTRICTED USE
15.1. LICENSEE shall not use the Software and Documentation in connection with
or on any equipment other than the Designated Equipment.
15.2. LICENSEE shall not recreate, generate or reverse-engineer any portion or
version of the Software or attempt any of the foregoing or aid, or abet
others to do so.
15.3. LICENSEE acknowledges that unauthorized reproduction or use of the
Software as provided in this Article XV is a breach of a material
obligation of this Agreement and is subject to any available remedies for
such breach.
ARTICLE XVI : TITLE AND RIGHTS TO SOFTWARE AND MODIFICATIONS
16.1. The grant of license and sublicense rights to LICENSEE under Article 2
hereof are LICENSEE's only rights to the Software and Documentation.
Title, interests and rights to the Software and Documentation, and any
corrections and/or improvements shall always remain in LICENSOR.
Furthermore, the grant of such license and sublicense rights shall not
restrict licensing by LICENSOR in any manner, and LICENSOR shall have
full rights, use and access to any modifications jointly developed by
LICENSEE and LICENSOR as a result of the Porting and/or Integration of
the Software to LICENSEE's Designated Equipment.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p15/25
ARTICLE XVII : ASSIGNMENT
17.1. LICENSEE is not allowed to assign the license rights granted hereunder
without LICENSOR's prior written consent, which shall not be unreasonably
withheld.
ARTICLE XVIII : AGREEMENT DOCUMENTS
18.1. The addenda referenced in this Agreement, and the specifications and
drawings referenced therein, as well as other documentation referenced in
this Agreement which define the obligations of the parties, are a part of
this Agreement with the same force and effect as if fully set forth
herein.
ARTICLE XIX : GENERAL
19.1. This Agreement shall be deemed to have been entered into and shall be
construed, governed and interpreted in accordance with the laws of the
State of California.
19.2. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions, and this Agreement shall
be constructed in all respects as if such invalid or unenforceable
provisions were omitted.
19.3. The failure of either party to insist, in any one or more instances, upon
the performance of any of the terms of this Agreement or to exercise any
right hereunder, shall not be construed as a waiver of the future
performance of any such term or the future exercise of such right.
19.4. Whenever any occurrence (e.g. an event of Force Majeure) is delaying or
threatens to delay a party's timely performance under this Agreement,
that party will promptly within seven (7) days or less, give notice
thereof in writing, as well as by any expeditious means available. Such
notice to the other party shall include all relevant information
regarding the cause of the delay and its anticipated duration. The
providing of such notice however, does not prejudice the other party's
right to object to the nonperformance of any obligation under this
Agreement.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p16/25
ARTICLE XX : TAXES
20.1. The Software licensed hereunder is intended principally for sublicense to
End Users and therefore should be exempt from sales, use, excise and
other similar taxes. However, if such tax, or any import duty, or export
duty, should be imposed on LICENSOR, LICENSEE shall either bear such tax
or duty by a direct payment to the taxing authority or shall reimburse
LICENSOR for such tax or duty paid by LICENSOR, provided, however,
LICENSEE shall have no obligation to pay any income, revenues or gross
receipts taxes attributable to LICENSOR's income.
ARTICLE XXI : SURVIVAL OF PROVISION
21.1. It is hereby agreed that the rights and obligations of the parties hereto
contained in Article IV, XV, XVIII, XIX and XX shall survive and continue
after any termination or cancellation of this Agreement and shall bind
the parties and their successors, assigns and legal representatives.
ARTICLE XXII : ENTIRE AGREEMENT
22.1. This Agreement shall constitute the entire agreement between LICENSEE and
LICENSOR with respect to the subject matter thereof, and shall supersede
any and all prior agreements, understandings, promises and
representations made by one party to the other concerning the subject
matter herein and the terms and conditions applicable thereto.
This Agreement may not be released, discharged, supplemented,
interpreted, amended or modified in any manner except by an instrument in
writing signed by a duly authorized officer or representative of each of
the parties hereto as is specially provided elsewhere in this Agreement.
22.2. In making and performing this Agreement, the parties have acted and shall
act at all times as independent contractors and nothing contained in this
Agreement shall be construed or implied to create the relationship of
partner or of employer and employee between the parties. At no time
shall either party make commitments for or in the name of the other
party.
ARTICLE XXIII : ARBITRATION
23.1. All disputes arising in connection with this Agreement shall be finally
settled under the then current rules of the American Arbitration
Association. Such arbitration shall be conducted in English, and the
place of arbitration shall be New York. The parties agree to be bound by
the decision of the arbitrator and judgment. The award rendered may be
entered in any court having jurisdiction. The prevailing party, in such
action shall be entitled
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p17/25
to recover from the other party, reasonable attorney's fees, and its
share of the actual cost of the arbitrators, in addition to any relief to
which the prevailing party may be entitled.
ARTICLE XXIV : RIGHT TO REPRODUCE
24.1. Nothing in the Agreement shall limit LICENSEE's right to reproduce for
internal use all of the Software and Documentation as defined herein, for
its internal use, subject to the restrictions on use as set forth herein.
ARTICLE XXV : SUCCESSORS
25.1. This Agreement shall inure to the benefit of and be binding upon the
parties, their successors in interest, affiliated entities and
administrators.
IN WITNESS WHEREOF, this Agreement has been duly executed in duplicate by the
parties hereto, as of the Effective Date.
LICENSOR LICENSEE
LERNOUT & HAUSPIE AMERIGON INC.
SPEECH PRODUCTS N.V.
BY: /s/ ▇▇▇ Lernout BY: /s/ ▇▇▇ ▇. ▇▇▇▇
-------------------------------- -------------------------------------
NAME: ▇▇▇ Lernout NAME: ▇▇▇ ▇. ▇▇▇▇
------------------------------ -----------------------------------
(print) (print)
TITLE: President TITLE: President
----------------------------- ----------------------------------
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p18/25
ADDENDUM A
DESIGNATED EQUIPMENT
AND
FUNCTIONAL SPECIFICATIONS
OF THE SOFTWARE
1. Functional Specification
The Software that will be delivered consists of the voice I/O software
for speech recognition for in car use, the Noise Robust Recognizer (NRR).
The Software consists of the following parts :
- NRR with alphabet recognition
- NRR with alphabet recognition and word spotting capabilities
- NRR with alphabet recognition and word spotting capabilities + free
format digits
Functional Specification of the NRR, the Isolated HMM based in car
recognizer for alphabet and command words.
The main functional characteristics of the HMM based in car recognizer
for alphabet and command words are the following:
- ISOLATED WORD RECOGNITION : The speech utterances to be recognized
are delimited by silence or car noise before and after the spoken
utterance.
- SPEAKER INDEPENDENT : The speech recognizer recognizes speech input
from any native speaker of a certain language class or dialect group
without the user having to train the system beforehand. The
specified language in the first stage is American English (see also
Addendum B : Specific Development Fees).
- VOCABULARY : The vocabulary of the recognizer consists of the
letters of the alphabet, the digits zero to nine and an additional
25 control words. The product includes the vocabulary as specified
by LICENSEE for American English. Additional languages or
vocabularies are available at conditions as specified in Addendum B,
item 4.
- MICROPHONE : The product will be specified for a particular kind of
microphone. LICENSOR will specify the recommended position of the
microphone.
- ENERGY DETECTION : Both energy detection (vocal trigger) and a
push-to-talk button can be used to trigger the speech signal.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p19/25
- SIGNAL-TO-NOISE RATIO : The signal to noise ratio in the car should
not be less than 6DB in order not to degrade the recognition
performance.
FUNCTIONAL SPECIFICATION OF THE NRR WITH ALPHABET RECOGNITION AND WORD
SPOTTING CAPABILITIES AND THE NRR WITH ALPHABET RECOGNITION AND WORD
SPOTTING CAPABILITIES + FREE FORMAT DIGITS.
The main functional characteristics are the same as for the NRR, without
free format digits except that the Vocabulary characteristics are changed
to:
Vocabulary: The vocabulary of the recognizer consists of the letters of
the alphabet, the digits zero to nine pronounced individually or as free
format digits or in any format of maximum 4 digits that is of common
usage, and an additional 25 control words. The product includes the
vocabulary as specified by LICENSEE for American English. Additional
languages or vocabularies are available at conditions as specified in
Addendum B, item 4.
2. DESIGNATED EQUIPMENT
The designated equipment consists of LICENSEE's Audio Navigator platform.
This platform is based on ADSP 2105 (12.5 MHz version) and a M68000
general purpose microprocessor. The configuration has a minimum of 8 KW
of fast SRAM for the DSP and a minimum of 1 Mb of DRAM for the
microprocessor.
3. TECHNICAL DESCRIPTION OF THE PROJECT
A detailed technical description will be worked out after signing of the
agreement.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p20/25
ADDENDUM B
I. ROYALTIES
A. CALCULATION OF THE NUMBER OF ROYALTY BEARING COPIES
A.1. The number of royalty bearing copies equals the number of Hardware Units
shipped by LICENSEE or otherwise transferred to a Third Party hereunder.
B. ROYALTY PRICE LIST
B.1. Based on the target hardware selling price of the Hardware Unit of
US$ 130, and furthermore taken into consideration the commitment of
LICENSEE to bundle the Software, LICENSOR agrees that the royalties will
equal a percentage of the Hardware selling price of the Hardware Unit.
- Royalty per Unit for the Noise Robust Recognizer with alphabet
recognition:
From Unit number to Unit number Royalty per Unit
0-5.000 7%
5.001 - 25.000 4%
25.001 - 100.000 3.5%
100.001 - 1.000.000 3%
1.000.000 + 1.5%
Notes: 1. The abovementioned percentages will also be applicable to
the Noise Robust Recognizer with alphabet recognition
and word spotting capabilities.
2. In the event that the royalty to be paid to LICENSOR
should be less than US$ 0.75, LICENSEE agrees to pay a
minimum royalty of US$ 0.75 per sold Hardware Unit, or the
lowest price received by LICENSOR from other customers
under similar circumstances.
This commitment will be valid for the first five (5)
million units.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p21/25
- Royalty per Unit for the Noise Robust Recognizer with alphabet
recognition, word spotting capabilities and free format digits :
From Unit number to Unit number Royalty per Unit
0-5.000 7.5%
5.001 - 25.000 4.5%
25.001 - 100.000 4%
100.001 - 1.000.000 3.5%
1.000.000 + 1.75%
Note: 1. In the event that the royalty to be paid to LICENSOR
should be less than US$ 0.90, LICENSEE agrees to pay a
minimum royalty of US$ 0.90 per sold Hardware Unit, or the
lowest price received by LICENSOR from other customers
under similar circumstances.
This commitment will be valid for the first five (5)
million units.
II. PORTING/INTEGRATION FEES
There will be no fees charged to LICENSEE for the Porting and/or
Integration on the Designated Equipment, as defined in Addendum A.
III. SUPPORT FEES
Consultancy services will be provided at the then prevailing rates,
provided however that for a period of maximum twelve (12) months starting
at Acceptance Date, the support shall be free of charge (excluding travel
and lodging).
IV. SPECIFIC DEVELOPMENT
1) Development of a specific language or vocabulary US $ 60K/vocabulary
This covers languages other than the major languages and/or those
that are not planned to be developed by LICENSOR within a reasonable
time.
2) Development of communication software between processor and DSP.
This software consists of the DSP source code of the communication
between processor and DSP.
One-time fee : 6.500 US$ to be paid at delivery of the software.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p22/25
ADDENDUM C
ACCEPTANCE CRITERIA
REMARK
The criteria, as mentioned hereunder and agreed to upon signature of this
Agreement shall be interpreted as minimum criteria for the Performance
Tests. Therefore, both parties shall act in good faith to agree to an
adopted version of these criteria, within two (2) months after the
Effective Date of this Agreement.
CRITERIA:
1. Cluster 1,2,3,4 and 9
- Each cluster is treated independently
- For each situation, the recognition rate will be calculated, for
each cluster
- An average recognition rate and a standard deviation of the
individual means will be calculated, across all situations
Different situations are defined as different people, cars, speeds,
etc.
- In all the situations, SNP>6dB
- The test set should be a representative set of the American
population
The average recognition rate (Y) is defined by :
A minimum of X% of the situations must have an average recognition rate
of greater than Y%. The average recognition rate in the top X%
percentile must have a standard deviation of less than S%.
Cs = recognition rate for situation s.
(Ng)s, cl = test utterances spoken in situation s in cluster cl which are
correctly recognized
(Nt)s, cl = test utterances spoken in situation s in cluster cl.
Cs = (Ng)s, cl/(Nt)s,cf
Cs = average recognition rate in the top X% percentile
C = number of situations in the top X% percentile.
Cs = (sum(Cs))/C
(sum over the values in top X% percentile)
S = standard deviation of recognition rate over people in the top X%
percentile tested.
-------------------------------------------------------------------------------
Lernout & Hauspie Speech Products N.V./AMERIGON INC. 19-10-93 p23/25
