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EXHIBIT 10.5
LICENSE AGREEMENT
AGREEMENT, dated as of 20 April, 1998, by and between SMARTIRE
SYSTEMS INC., a British Columbia corporation having a place of business at 00000
Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
("SmarTire"), and TRW INC., a corporation existing under the laws of the State
of Ohio, United States of America, and having a place of business at 0000
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxx, Xxxxxx Xxxxxx of America 44124 ("TRW").
WHEREAS SmarTire owns certain intellectual property which is useful
in connection with the design and manufacture of tire pressure monitoring
systems; and
WHEREAS TRW desires to acquire from SmarTire, and SmarTire desires
to grant to TRW, the exclusive right to use such SmarTire intellectual property
to manufacture and sell tire pressure monitoring systems for passenger cars and
light, medium, and heavy trucks, and;
NOW, THEREFORE, in view of the foregoing premises and in
consideration of the mutual promises and covenants contained in this Agreement,
SmarTire and TRW agree as follows:
Article 1
Definitions
The following words and phrases will have the meanings set forth
below where used herein with initial capital letters:
1.1 Affiliate: Any corporation, partnership, or other business
entity in which SmarTire or TRW owns or controls more than fifty percent (50%)
of the voting stock or otherwise has more than fifty percent (50%) of the right
to control the entity.
1.2 Licensed Products: Tire pressure monitoring systems and
components of such systems, including but not limited to tire pressure
transmitters and receivers.
1.3 SmarTire Know-How: All information, including, but not
limited to, information of the type listed on Exhibit A to this Agreement, which
on the date of this Agreement is in existence, is useful in connection with the
design, manufacture, and/or use of the Licensed Products, and SmarTire has the
right, whether by reason of ownership of the information or otherwise, to
license to TRW.
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1.4 SmarTire Patent: A patent or utility model, or application
for patent or utility model, existing on the effective date of this Agreement
and including, but not limited to, the patents and applications listed on
Exhibit B, which has a claim covering the Licensed Product or a component of the
Licensed Product and in connection with which SmarTire has the right, whether by
reason of ownership of the patent, utility model or application or otherwise, to
grant licenses to TRW on the date of this Agreement. The term also includes
patents or utility models, or applications for patents or utility models, based
on the invention disclosures identified on Exhibit B.
1.5 Net Sales Price: This term has the meaning assigned to it
in Article 6.
1.6 Other Definitions and Meanings: For purposes of this
Agreement, (a) the term "person" includes any natural person, firm, association,
partnership, corporation, or other entity and (b) the words "hereof", "herein",
"hereby" and other words of similar import refer to this Agreement as a whole.
Article 2
Licensed Rights
2.1 Grant By SmarTire: SmarTire hereby grants to TRW the
exclusive, worldwide right to make, have made, use, and sell, Licensed Products
for use as original equipment in passenger car and light, medium, and heavy duty
truck markets, and for use as service parts for such original equipment.
2.2 Market Overlap: The parties recognize that there could be
some minor overlap between the market identified in the exclusive license of
Section 2.1 and the aftermarkets retained by SmarTire. For avoidance of doubt,
it will not be considered to be a violation of the exclusive license of Section
2.1 if some aftermarket products sold by SmarTire in aftermarket channels are
used by customers as service replacements for original equipment products, or if
some original equipment products sold by TRW in original equipment channels are
used by customers as aftermarket products.
2.3 Sublicenses: TRW may grant sublicenses to its Affiliates
under the rights granted herein without the consent of SmarTire, but may grant
sublicenses to others under the rights granted herein only upon the prior
written consent of SmarTire, which will not be unreasonably withheld. TRW will
report sales, and pay royalties on sales, of sublicensees hereunder under the
same terms and conditions upon which TRW reports and pays royalties on its own
sales hereunder.
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Article 3
Delivery and Use of Know-How
3.1 Initial Delivery: Within thirty (30) days after execution
of this Agreement by both parties, SmarTire will furnish to TRW, at TRW's
request and at no cost to TRW, one set of the documents specified in Exhibit A
for particular applications of the Licensed Product which are currently being
manufactured and sold by SmarTire or Affiliates of SmarTire or are currently in
design by SmarTire or Affiliates of SmarTire.
3.2 Changes: If, after TRW begins the manufacture of the
Licensed Product, SmarTire makes any change to any document applicable to the
Licensed Product, SmarTire will promptly deliver to TRW, so as to enable TRW to
incorporate such change into the Licensed Product, two (2) copies of the
applicable engineering change notice or other document which shows such change.
3.3 Language: All documents which SmarTire furnishes under this
Article 3 will be in the English language. All measurements in such documents
will likewise conform to the measurement system used in the original document
prepared by or for SmarTire.
Article 4
Technical Assistance and Services
4.1 Selection of Manufacturing Facilities: Upon TRW's written
request during the first two (2) years of the term of this Agreement, SmarTire
will provide, at SmarTire's expense, assistance and services to TRW in
connection with determining the manufacturing equipment needed for the
manufacture of the Licensed Product.
4.2 Plant Visits: Upon TRW's written request during the first
two (2) years of the term of this Agreement, SmarTire will permit TRW's
employees to visit SmarTire's plants at which the Licensed Products are
manufactured. SmarTire will further arrange with its contract manufacturer for
TRW's employees to visit the contract manufacturer's plant at which the Licensed
Products are manufactured. The purpose of such plant visits will be to observe
and be trained in SmarTire's methods and equipment used in the design,
manufacture, and testing of the Licensed Products.
4.3 Start-Up Services: Upon TRW's written request during the
first two (2) years of the term of this Agreement, SmarTire will provide, at
TRW's facilities, the services of engineering, technical, and/or administrative
employees of SmarTire to assist TRW in the start up of manufacturing the
Licensed Products. SmarTire will provide the foregoing services at SmarTire's
expense, exclusive of
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THE ITEMS MARKED BY TWO ASTERISKS ** HAVE BEEN OMITTED FROM THIS FILING
AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
travel and lodging expenses. TRW will reimburse SmarTire for such reasonable
travel and lodging expenses as its employees may incur in providing such
services.
4.4 Occasional Individual Services: During the term of this
Agreement, subject to the availability of SmarTire's employees, SmarTire will
provide to TRW, at TRW's expense, such additional product and engineering
services and technical cooperation as TRW may reasonably request.
4.5 Regulations: During visits to SmarTire's plants, TRW's
employees will comply with all regulations adopted for the safety of employees
and the protection of SmarTire's business and property. During visits to TRW's
plants, SmarTire's employees will comply with all regulations adopted for the
safety of employees and the protection of TRW's business and property.
4.6 Language: All documents and writings furnished by SmarTire
under this Article 4 will be written in the English language, and all
measurements will conform to the measurement system specified in Section 3.3
above.
Article 5
Fees and Payments
5.1 Royalty: As compensation for the rights granted to TRW
under Article 2 of this Agreement and for the documents and services provided
pursuant to Articles 3 and 4 of this Agreement, TRW will pay to SmarTire a
running royalty of ** percent (**%) of the Net Sales Price of each Licensed
Product that is both (a) sold to Ford Motor Company, either directly or through
an intermediate, higher level supplier, for use on vehicles for model years 2000
through 2003, inclusive, and (b) covered by a claim of a SmarTire Patent that is
valid and in force in the country in which such Licensed Product is made, used,
or sold. Following payment of royalties for the specified model years, the
royalty obligations hereunder will be satisfied and this license will be fully
paid up. For purposes of this Agreement, a Licensed Product will be deemed
"sold" when invoiced to the customer.
5.2 Charges for Services: For services provided pursuant to
Section 4.4 of this Agreement at TRW's request, TRW will pay to SmarTire (a) an
amount, subject to the provisions of Section 5.3 below, equal to ** United
States Dollars (U.S.$ ** ) per day for each SmarTire employee who performs
services for TRW, (b) all reasonable expenses incurred in connection with such
employee's performance of services away from the employee's normal place of
work, including, without limitation, the out-of-pocket costs of travel, lodging,
and meals, and (c) the out-of-pocket costs of samples and prototypes.
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5.3 Payments:
(a) Royalties: TRW will pay to SmarTire the royalties
specified in Section 5.1 hereof within thirty (30) days after the
end of each quarter calendar year for each Licensed Product which is
invoiced by TRW or a sublicensee during such quarter calendar year.
(b) Other Amounts: TRW will pay to SmarTire all other
amounts which TRW is required to pay under this Agreement within
thirty (30) days after SmarTire submits its invoice for such
amounts.
5.4 Currency: TRW will make all payments to SmarTire under this
Agreement in United States Dollars and all other amounts which TRW is required
to pay to SmarTire under this Agreement in such currency as is specified in
SmarTire's invoice.
5.5 Taxes: If any tax is imposed on any payment by TRW to
SmarTire under this Agreement, SmarTire will pay such taxes. If, however, TRW is
required by law to withhold any taxes from any sum payable to SmarTire under
this Agreement, TRW will withhold such taxes and pay the taxes to the
appropriate tax authorities. TRW will also obtain and promptly furnish to
SmarTire a receipt evidencing each such tax payment described in the preceding
sentence in a form sufficient to enable SmarTire to obtain any tax credit to
which SmarTire may be entitled.
5.6 Overdue Payments: If TRW fails to pay an amount to be paid
to SmarTire hereunder within the period herein prescribed for such payment, the
unpaid amount will bear interest at two percent (2%) above the prime lending
rate as established by the Chase Manhattan Bank, N.A. of New York, New York, per
annum, from the last day for payment until payment thereof is made to SmarTire.
Article 6
Net Sales Price
6.1 Generally: In calculating royalties due hereunder, the Net
Sales Price will be the selling price shown on the invoice for each Licensed
Product or component of a Licensed Product which TRW or a sublicensee sells to a
customer, less the Excluded Amounts identified in Section 6.2.
6.2 Excluded Amounts: As used in this Article 6, the term
"Excluded Amounts" means the following amounts:
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(a) any money refunded or credit granted to the customer
in respect of Licensed Products or components returned to TRW,
(b) any bone fide trade or volume purchase discounts
listed separately on the invoice and deducted from the selling price
of Licensed Products or components,
(c) any charges for freight, insurance, packing, and sales
taxes which are paid by the customer and which are specifically
itemized and listed separately on the invoice, and
(d) the prorated portion of the invoice price attributable
to materials or components purchased by or for TRW from SmarTire and
incorporated in the Licensed Products.
6.3 Part of Larger Assemblies: If a Licensed Product or a
component of a Licensed Product is sold only as an integrated part of a larger
assembly, the Net Sales Price of the Licensed Product or component will be
considered to be in the same proportion to the net sales price of the larger
assembly (calculated in a manner similar to that described in Sections 6.1-6.2
hereof) as the manufacturing cost of the Licensed Product or component is to the
manufacturing cost of the larger assembly. For purposes of this Section 6.3,
manufacturing cost will include the cost of
(a) materials and purchased parts,
(b) direct labor, including fringe benefits,
(c) factory overhead, and
(d) transportation,
but will not include general selling and administrative overhead or profit.
Article 7
Records, Reports and Audit
7.1 Records: TRW will make accurate business records according
to generally accepted accounting principles showing the number of units of the
Licensed Products made and sold by or for TRW and TRW's sublicensees under this
Agreement. TRW will maintain such records for a period of two (2) years after
the end of the calendar year in which the Licensed Products described in such
records are sold.
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7.2 Reports: Within thirty (30) days after the end of each
quarter calendar year, TRW will (a) prepare a written report which shows the
total Net Sales Price of the Licensed Product which were invoiced by TRW and its
sublicensees during such quarter calendar year and upon which a royalty is due
hereunder, and (b) deliver copies of such report to SmarTire, together with the
royalty payments payable to SmarTire under Section 5.3(a) of this Agreement for
the same period.
7.3 Inspection: Upon SmarTire's written request, from time to
time during the term of this Agreement and for two (2) years thereafter, TRW
will permit SmarTire during reasonable business hours, to inspect all the
records that TRW is required to maintain pursuant to Section 7.1 above and, for
the purpose of verifying such records, to inspect (a) the establishments at
which TRW and/or each sublicensee makes or stores Licensed Products, components
of Licensed Products, or raw materials for Licensed Products, and (b) any
Licensed Products, components of Licensed Products, or raw materials for
Licensed Products which are within any such establishment. If such inspection
reveals an underpayment of royalties in excess of three percent (3%) during any
quarter calendar year, then TRW will pay all of the cost of such inspection and
such underpaid royalties will become immediately due and payable to SmarTire. If
the inspection reveals no such underpayment, however, then SmarTire will pay the
cost of the inspection.
Article 8
Protection of SmarTire Know-How
8.1 Existing Secrecy Agreement: The obligations of the parties
with respect to secrecy and use of information will be governed by the terms of
the secrecy agreement between the parties dated as of 6 January, 1998, as
amended 18 February 1998 (the "Secrecy Agreement").
8.2 Exceptions: The parties recognize that TRW may need to
disclose certain SmarTire Proprietary Information, as defined in the Secrecy
Agreement, to others as part of TRW activities under this Agreement. TRW may
disclose SmarTire Know-How to its employees, agents, subcontractors, suppliers,
customers, and sublicensees to the extent that each such disclosure is
reasonably necessary for purposes of manufacturing, selling, installing,
repairing, and/or servicing Licensed Products or procuring goods and services
required in connection therewith.
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Article 9
Warranty
9.1 By SmarTire: SmarTire warrants that it owns the SmarTire
Patents, that it has the right to enter into this Agreement, and that SmarTire's
performance of this Agreement will not violate any agreement between SmarTire
and any third person. In addition, SmarTire represents to the best of its
knowledge, but does not warrant, that the manufacture, use, and sale of the
Licensed Products will not infringe or otherwise violate the patent or other
intellectual property rights of third parties.
9.2 By TRW: TRW warrants that it has the right to enter into
this Agreement and that TRW's performance of this Agreement will not violate any
agreement between TRW and any third person.
Article 10
SmarTire Patents
10.1 Title: Nothing contained in this Agreement will be deemed
to convey to TRW the legal title to any SmarTire Patent.
10.2 Maintenance of Patents: SmarTire will have no obligation
under this Agreement (a) to file, prosecute, or maintain any SmarTire Patent or
(b) to respond to or otherwise defend any action for reexamination or revocation
of any SmarTire Patent.
10.3 Judicial Interpretation: If any claim of any SmarTire
Patent is held invalid, or its scope limited or defined, by any judicial or
administrative decree, order or judgment final beyond further right of appeal,
the judicial or administrative holding of invalidity or limitation or definition
placed upon such claim will thereafter be followed in determining whether
royalties are payable for the use of such SmarTire Patent and for all other
purposes of this Agreement.
10.4 Instituting Actions Against Infringers: TRW will have the
right and discretion, but no obligation, to take whatever action it deems
desirable in connection with any alleged infringement of any SmarTire Patent in
relation to Licensed Products intended for use as original equipment in
passenger car and light, medium, and heavy duty truck markets. SmarTire will
have the right and discretion, but no obligation, to take whatever action it
deems desirable in connection with any other alleged infringement of any
SmarTire Patent. The parties will consult with one another regarding any such
actions. SmarTire will give TRW all reasonable assistance in connection with any
action taken by TRW. If TRW requests assistance, then SmarTire will advise TRW
of the estimated cost of providing the requested
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assistance. TRW will reimburse SmarTire for reasonable costs incurred by
SmarTire in providing such requested assistance.
10.5 Infringement Claims By Third Persons: If a third person
asserts a claim or institutes a suit or proceeding against TRW alleging that (a)
any product made by or for TRW which incorporates or is made using the SmarTire
Know-How or any SmarTire Patent or (b) any equipment, apparatus, method, or
process used to make any product which incorporates or is made using the
SmarTire Know-How or any SmarTire Patent infringes any patent, utility model, or
other intellectual property right of a third person, then SmarTire will at its
own expense cooperate with TRW in every reasonable way in the defense of such
claim, suit, and/or proceeding.
Article 11
Default
11.1 Default by TRW: TRW will be deemed in default under this
Agreement if (a) TRW fails to pay any sum due and payable under this Agreement
within forty-five (45) days after notice that same has become due and payable,
(b) TRW becomes insolvent, bankrupt or any of its assets are seized or placed in
trust for the benefit of creditors, or (c) TRW fails to perform any other
obligation required to be performed by TRW under this Agreement within sixty
(60) days after notice from SmarTire that the time herein provided for such
performance has passed or, if no such time is prescribed, within sixty (60) days
after notice from SmarTire.
11.2 Default by SmarTire: SmarTire will be deemed in default
under this Agreement if SmarTire fails to perform any obligation required to be
performed by SmarTire under this Agreement within sixty (60) days after notice
from TRW that the time herein provided for such performance has passed or, if no
such time is prescribed, within sixty (60) days after notice from TRW.
11.3 Remedy for Default: If TRW is in default as provided in
Section 11.1, SmarTire may pursue any remedy under this Agreement or otherwise
available to SmarTire except that SmarTire may not terminate this Agreement for
such default. If SmarTire is in default as specified in Section 11.2, TRW may
(a) terminate this Agreement by giving SmarTire notice of termination, and (b)
pursue any other remedy under this Agreement or otherwise available to TRW.
Article 12
Term and Termination
12.1 Term: The term of this Agreement will begin on the date set
forth in the preamble, above, upon execution of the Agreement by both SmarTire
and
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TRW. Unless sooner terminated as herein provided, the term of this Agreement
will expire on the expiration date of the last-to-expire of the SmarTire
Patents.
12.2 Survival of Rights and Obligations: The expiration or
termination of this Agreement will not discharge, extinguish, or otherwise
affect the parties rights or obligations under Articles 8 and 9 hereof.
Article 13
Assignment
Neither party may assign or transfer this Agreement or any of its
rights or duties under this Agreement without the prior written consent of the
other party, except to a successor in interest by amalgamation, merger,
consolidation, or the acquisition of substantially all of the assets of the
party, and provided such assignee agrees in writing to perform all of the
assignor's obligations under this Agreement.
Article 14
Notice
Any notice or other communication to any party under this Agreement
will be in writing and will be deemed to have been duly given, if communicated
by facsimile, cable or similar electronic means, at the time receipt thereof has
been confirmed by return electronic communication or signal that the message has
been clearly received, or if mailed, ten (10) days after mailing, registered
mail, postage prepaid, return receipt requested:
If to TRW: TRW Automotive Electronics Group in the U.S.
00000 Xxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000-0000
X.X.X.
FAX: 000.000.0000
Attention: General Manager
With a copy to: TRW Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
X.X.X.
FAX: 000.000.0000
Attention: Secretary
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If to SmarTire: SmarTire Systems Inc.
00000 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx Xxxxxxxx
XXXXXX X0X 0X0
FAX: 000.000.0000
Attention: President
provided, however, that if either party will have designated a different address
by notice to the other party given as provided above, then to the last address
so designated.
Article 15
Miscellaneous
15.1 Headings: Except for the headings for the Definitions in
Article 1, the headings and titles to the Articles and Sections of this
Agreement are inserted for convenience only and will not be deemed a part of
this Agreement or affect the construction or interpretation of any provision of
this Agreement.
15.2 Entire Agreement: This Agreement and Exhibits A and B
comprise the entire agreement between TRW and SmarTire and supersede all other
agreements, oral or written, heretofore made with respect to the Licensed
Products and the transactions contemplated by the Agreement.
15.3 Modification: This Agreement may be amended only in writing
signed by both parties which specifically refers to the provision of this
Agreement to be amended and clearly recites the amendment thereto.
15.4 Waiver: No waiver of any right or remedy in respect of any
occurrence or event on one occasion will be deemed a waiver of such right or
remedy in respect of such occurrence or event on any subsequent occasion.
15.5 Remedies: Unless otherwise expressly provided in this
Agreement, the rights and remedies set forth in this Agreement are in addition
to, and not in limitation of, other rights and remedies under the Agreement, at
law or in equity, and the exercise of one right or remedy will not be deemed a
waiver of any other right or remedy.
15.6 Governing Law: The validity, construction, interpretation
and enforceability of this Agreement will be determined and governed by the laws
of the State of Ohio, United States of America.
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15.7 Dispute Resolution: The parties agree to use good faith
efforts to resolve any disputes, controversies or differences which may arise
between the parties hereto, out of, in relation to or in connection with this
Agreement, including disputes regarding default under Article 11, by means of
negotiation between the parties. If any such matter is not promptly resolved by
such means, such matter will be decided exclusively and with binding effect upon
the parties by arbitration under the International Arbitration Rules of
conciliation and arbitration of the American Arbitration Association which are
in effect at the time of invocation of the arbitration. The arbitration will be
conducted by a panel of three arbitrators, one appointed by each party and the
third, who will act as chairman of the panel, by the two arbitrators so
appointed. The place of the arbitration will be Detroit, Michigan, and the
arbitration will be conducted in the English language. The arbitration will be
decided according to the law. The panel will issue a written opinion stating the
decision of the panel and the legal reasoning of the panel in reaching the
decision.
15.8 Counterparts: This Agreement may be executed in multiple
counterparts with equal force and effect in the English language, and each such
counterpart will be deemed an original of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first shown hereinabove, and this Agreement will be deemed dated as of
such date.
TRW INC. SMARTIRE SYSTEMS INC.
By: By:
------------------------------ -----------------------------------
---------------------------------- -----------------------------------
(Typed/Printed Name) (Typed/Printed Name)
Title: Title:
---------------------------- --------------------------------
Exhibit A: SmarTire Know-How
Exhibit B: SmarTire Patents
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THE ITEMS MARKED BY TWO ASTERISKS ** HAVE BEEN OMITTED FROM THIS FILING
AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT A
SMARTIRE KNOW-HOW
General Know-How:
1. Detailed knowledge of tire pressure sensing systems
2. Detailed knowledge of tire/wheel construction.
3. ** designs/patents
4. Product history/evolution information (OEM and aftermarket)
5. Industry contacts and support for interfacing to established
customer, partners, suppliers, etc. (i.e. Michelin, Tiremate,
SensoNor)
6. Established business/potential for contract manufacturing
relationship
7. Design support for ** .
Specific Know-How:
1. Outstanding items form initial engineering meeting:
a) ** including product specification,
FMEA, validation test reports, released drawing packages
for transmitter, receiver and software, test fixture
drawing packages and functional/end of line tester
information.
b) Test report from independent test lab which conducted
** .
c) Battery life calculations, complete with assumptions for
usage, shelf life and operating environment.
2. System level documentation (aftermarket and OEM)
a) Detailed system overview/theory of operation
b) Lessons learned for selection of ** .
c) Detailed design information /calculations/ test reports
for system FCC test reports/approval correspondence
d) Design theory for ** .
e) ** .
f) ** .
3. Transmitter information (aftermarket and OEM)
a) Detailed circuit description documentation
b) Theory of operation/overview
c) Design calculations/worst case analysis information
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THE ITEMS MARKED BY TWO ASTERISKS ** HAVE BEEN OMITTED FROM THIS FILING
AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
d) Component specification and rationale for selection.
e) Software documentation including (flow charts, state
diagram, specs, test plan/report)
f) Detailed design information for **
g) Battery selection information and rationale
h) **
i) Mechanical packaging information, tooling etc.
4. Receiver information (aftermarket and OEM)
a) Detailed circuit description documentation
b) Theory of operation/overview
c) Design calculations/worst case analysis.
d) Component specification and rationale for selection.
e) Software documentation including (flow charts, state
diagram, specifications, test plan/report)
f) Detailed design information for **
g) Mechanical packaging information, tooling etc.
SmarTire will also provide on-going design support for ** ,
packaging options, ** and other items per Dave's report.
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EXHIBIT B
SMARTIRE PATENTS
1. U.S. Patent No. 5,285,189 (Xxxxxxx et al.)
2. U.S. Patent No. 5,559,484 (Xxxxxxx et al.)
3. U.S. Patent No. 5,335,540 (Bowler et al.)
4. U.S. Patent No. 5,231,872 (Bowler et al.)
5. U.S. Patent Application No. 08/689343 (Xxxxxxx et al.),
filed 7 August 1996
6. Any patent applications based on the inventions described
in the attachment entitled "Sensor and Mirror Mount
Display Unit: Patent Xxxxxxxx"
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THE ITEMS MARKED BY TWO ASTERISKS ** HAVE BEEN OMITTED FROM THIS FILING
AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
SENSOR AND MIRROR MOUNT DISPLAY UNIT: PATENT ABSTRACT
**
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THE ITEMS MARKED BY TWO ASTERISKS ** HAVE BEEN OMITTED FROM THIS FILING
AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
**
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