EXHIBIT 10.5
TECHNOLOGY LICENSE AGREEMENT
between
PACIFIC PAY VIDEO LIMITED
("PPV")
and
ON COMMAND VIDEO CORPORATION
("Licensor")
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
TECHNOLOGY LICENSE AGREEMENT
----------------------------
This technology license agreement ("Agreement") is entered into by and
between Pacific Pay Video Limited ("PPV"), a British Virgin Island corporation
having a place of business at 430 Cowper Street, Palo Alto, California 94301,
and On Command Video Corporation ("Licensor"), having a place of business at
1135 Kern Avenue, Sunnyvale, California 94086. The effective date of this
Agreement shall be the date of receipt by Licensor of the advance against
royalties described in Exhibit A ("License Fee and Royalties") ("Effective
Date").
RECITALS:
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A. Licensor or its suppliers are the owners of technology and certain
intellectual property rights including but not limited to the patents, patent
applications, and copyright registrations related to such technology which are
listed in Exhibit B ("Intellectual Property") and trade secrets, know-how and
other proprietary rights related to Licensor's technology ("the Technology").
B. PPV desires (i) to obtain an exclusive license to make, manufacture,
reproduce, use, modify, demonstrate, market, distribute, lease, license and sell
products incorporating the Technology in the Asia/Pacific region and (ii) to be
licensed under Licensor's patents, patent applications, copyrights, trade
secrets, know-how and other proprietary rights related to the Technology.
AGREEMENT
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NOW THEREFORE, In consideration of the mutual promises and covenants set
forth below, the parties agree as follows:
1. Definitions. For purposes of this Agreement, the following terms
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shall have the respective meanings indicated below:
1.1 Documentation. "Documentation" is defined as any and all of the
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following documents relating to the Technology if and as prepared by Licensor:
(a) All Printed Wiring Assembly Packages, including:
(i) Duplicate artwork masters
(ii) Fabrication drawings
(iii) Parts lists
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(iv) Schematic drawings
(v) Assembly drawings
(vi) External reference specifications
(vii) Theory of operation documentation
(viii) Assembly procedures
(ix) Fixture specifications, designs and assembly
documents
(x) Test programs and procedures
(xi) Functional test program and procedures
(b) All components and suppliers
(c) All mechanical parts, including fabrication drawings for
plastic and metal tooling
(d) All cables and cable assemblies
(e) Burn-in fixtures
(f) Functional test fixtures
(g) Engineering drawings and diagrams
(h) Manufacturing and fabrication drawings and assembly
instructions
(i) Maintenance, service and installation manuals and procedures
(j) System and module test specifications, test software,
procedures and results
(k) Quality control specifications and procedures
(1) Component, material and process specifications and
procedures
(m) Wiring diagrams
(n) Patents, patent applications and copyright registrations
(o) Artwork and printed circuit board layouts to latest design
levels (including printed circuit board artwork
photomasters)
(p) Procurement specifications, acceptance testing criteria, and
acceptance testing software
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(q) Software and firmware programs
(i) Requirements and design specifications
(ii) Source code listings well annotated and commented
(iii) Source code on appropriate transfer media
(iv) Object code on appropriate transfer media
(v) Flow and state diagrams
(vi) Symbol and name diagrams
(vii) File names and definitions
(r) Packaging specifications and drawings
(s) Vendor lists foreign and domestic
(t) Installation site evaluation procedures and documentation
(u) System design and configuration guidelines and procedures
(v) Software quality assurance procedure, protocols and results
(w) System test process and procedures
(x) Customer complaint files, resultant problem list
compilations and actions OF taken or planned to be taken to
correct complaints
(y) Marketing materials, brochures, contract forms and other
materials used in marketing activities.
1.2 Gross Income. "Gross Income" is defined as income from operating
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or selling products or Technology which incorporate (i) the patents described in
Exhibit B ("Intellectual Property") and (ii) any patents related to the
Technology which are issued during the term of the Agreement, net of hotel
commissions, received directly by PPV as a separate entity or by a company in
which PPV holds an equity interest. Notwithstanding the foregoing, Licensor
agrees that income from transfers of products or Technology between PPV and
companies in which it has an equity interest or income received by PPV from such
companies is not Gross Income.
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1.3 Licensed Rights. "Licensed Rights" is defined as (i) those U.S.
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and foreign patents, patent applications, and copyright registrations listed in
Exhibit B ("Intellectual Property"), which Licensor represents to constitute all
patents, patent applications, and copyright registrations related to the
Technology presently possessed by Licensor at the time this Agreement is
executed, (ii) all trade secrets, know-how, unregistered copyrights and other
proprietary rights related to the Technology presently possessed by Licensor at
the time this Agreement is executed and (iii) all patents, patent applications
filed, copyright registrations, trade secrets, know-how, unregistered copyrights
and other proprietary rights developed or obtained by Licensor during the term
of this Agreement.
1.4 Territory. "Territory" is defined as the Asia- Pacific region,
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which consists of all countries located within or bordering upon the Pacific and
Indian Oceans and adjacent seas (except the United States, Canada and Mexico)
and Central and South America.
1.5 United States. "United States" is defined, for purposes of this
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Agreement, as the fifty (50) states only and does not include any U.S. territory
or commonwealth, whether or not such territory or commonwealth shall become a
state after the date of this Agreement.
1.6 Upgrades. "Upgrade" shall mean any (i) enhancement, (ii)
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extensions, (iii) modification, (iv) upgrade or (v) future products, that are
(a) functionally similar to the Technology or (b) wholly or partially based upon
the Technology and associated Documentation.
2. License.
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2.1 License Grants. Licensor hereby grants to PPV an exclusive
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transferable license under the Licensed Rights, in the Territory, to (i) use the
Technology and Documentation, (ii) disclose the Technology and Documentation to
manufacturers as necessary for the manufacturing rights described in "(iii)" of
this paragraph; (iii) make, modify, manufacture and reproduce the Technology and
have the Technology made, modified, manufactured and reproduced; (iv)
demonstrate, market, distribute, lease, license and sell products incorporating
the Technology directly and indirectly through PPV's usual channels of
distribution, (v) reproduce, modify and translate the Documentation and have the
Documentation reproduced, modified and translated and (vi) sublicense the rights
described in this Paragraph 2. 1 to joint ventures in which PPV has an equity
interest or to other third parties involved in PPV's usual channels of
distribution. Licensor shall deliver the existing Documentation as soon as
reasonably possible following the Effective Date. Thereafter, Licensor shall
promptly deliver Documentation relating to Upgrades to PPV, but no less often
than once each calendar quarter.
2.2 Transfer of Agreement. If PPV assigns this Agreement to a third
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party, PPV agrees to contractually bind any such third party to pay royalty
payments to Licensor in
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accordance with the terms of this Agreement. PPV agrees not to assign this
Agreement to any third party which materially competes with Licensor in the
United States. Licensor shall not directly or indirectly sell, transfer, assign,
convey, pledge, encumber or otherwise dispose of this Agreement without the
prior written consent of PPV.
2.3 Exclusivity. The exclusivity of the, license granted in
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Paragraph 2.1 ("License Grants") is subject to PPV meeting 50% of the following
Gross Income objectives in the twelve month periods following the Effective Date
of this Agreement:
Period 3 [***] [***]
Period 4 [***] [***]
Period 5 [***] [***]
Should PPV fail to meet fifty percent (50%) of such Gross Income objectives, the
exclusive license shall revert to a nonexclusive license, as of the end of the
twelve month period in which such objectives were not met unless PPV pays
Licensor a royalty fee equal to the difference between the royalty PPV would
have owed to Licensor on 50% of the (Gross Income objectives described above and
the royalties actually paid to Licensor for the subject twelve month period.
Such royalty fee is due within thirty (30) days of the end of the subject twelve
month period in which fifty percent (50%) of the Gross Income objectives were
not met.
2.4 Systems. licensor agrees to
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provide to PPV, at Licensor's cost, six (6) systems. Such systems may, at PPV's
option, be either "Jr.", "Sr". or "Mini" systems. After the end of such twelve
month period, and during the term of this Agreement, PPV may purchase from
Licensor complete systems, components or subassemblies at Licensor's cost
including materials, labor, and overhead plus [***]. In the event that PPV
commences manufacturing of systems, components or subassemblies PPV agrees to
sell systems, components or subassemblies manufactured by it to Licensor for
cost including materials, labor, and overhead plus [***]. All sales shall be FOB
factory.
3. Vendors.
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3.1 Vendor List. Licensor represents and warrants to PPV that:
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(A) It has no contracts, agreements, understandings or
arrangements of any kind with any of its vendors which prevent or will prevent
PPV from buying directly from any such vendor any item related to the Technology
which Licensor buys from any such vendor. Licensor hereby agrees that it will
notify all of its vendors that PPV is authorized to directly purchase any item
related to the Technology which Licensor buys from any such vendor under any
volume discounts or quantity pricing and terms applicable to Licensor,
[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
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(B) In vendor list, which Licensor hereby agrees to
provide PPV within ten (10) days following the Effective Date is a complete and
accurate list of all of the vendors who supply any parts to Licensor for
Licensor's manufacture of the Technology, and accurately indicates which of such
vendors are sole source vendors to Licensor, all as of the date of this
Agreement. As used herein, a "sole source vendor" shall mean a vendor who is the
only manufacturer known to Licensor of a part for any Technology and "sole
source part" shall mean a part which to Licensor's knowledge is manufactured by
only one manufacturer.
3.2 Update of Vendor List. Licensor agrees to provide to PPV at times
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reasonably requested by PPV, on a continuing basis, a complete and accurate list
of vendors for the Technology as of the request date, which list indicates which
of such vendors are or are expected to be sole source vendors to Licensor.
3.3 Second Source. Licensor and PPV agree to notify each other of
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the identity of a second manufacturer of a sole source part for of the
Technology within thirty (30) days after learning the identity of any such
manufacturer.
4. Upgrades, Continuing Support, Customer Support and Training
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4.1 Upgrade. If, during the term of this Agreement, either party
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creates an Upgrade, then the creating party shall make such Upgrades available
to the other party within thirty (30) days following release of such Upgrade, at
no charge other than for reproduction of documentation. The receiving party may
distribute, lease, license or sell such Upgrades as part of the Technology
subject to the terms and conditions and royalties of this Agreement.
4.2 Support to PPV. Licensor will provide support to PPV in the form
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of (i) instruction in use of the Documentation and (ii) technical support to
answer questions related to the manufacturing and operation on of the
Technology. The first 300 manhours, of such assistance shall be at no charge to
PPV. Thereafter, any assistance requested by PPV shall be provided at Licensor's
related salary and overhead costs per hour of time. In addition to such general
assistance, Licensor agrees to assign at least one qualified individual to PPV
for one week to assist and train PPV during the performance of PPV's first off-
shore installation. PPV agrees to pay all necessary travel and living expenses
for such individual(s).
4.3 Customer Support by PPV. PPV shall be responsible for all
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warranty coverage and continuing support of its customers.
4.4 Training. As part of the support described in Paragraph 4.2
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above, Licensor will supply, at its expense, training services for PPV's
employees engaged in technical and marketing activities associated with the
Technology. Such training will include training for direct application as well
as "train-the trainer" training. All such services shall be provided at mutually
acceptable locations and on mutually acceptable reasonable schedules.
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Licensor agrees to pay all necessary travel and living expenses for Licensor's
employee conducting the training.
5. License Fee and, Royalties. PPV agrees to pay Licensor the license
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fee(s), royalties, option payments and advances against royalties described in
Exhibit A ("License Fee and Royalties") in accordance with the payment terms
therein.
6. Protection of Propriety Rights.
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6.1 Non-Disclosure.
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6.1.1 Obligations. During the term of this Agreement, each party may
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be, exposed to certain information concerning technology and upgrades designed
and owned by the other party and designated as Confidential Information in
accordance with the terms of Paragraph 6.1.2 ("Designation of Confidential
Information"). The receiving party hereby agrees that it will not use or
disclose to any third party any Confidential Information of the other party
without the prior written consent of the disclosing party except as permitted
herein. Each party hereby consents to the disclosure of its Confidential
Information to employees and independent contractors of the other party (or to a
company in which it has an equity interest) with a need to know, including (i)
manufacturers and (ii) entities involved in the distribution or support of
products covered by this Agreement. Such Confidential Information may only be
disclosed under appropriate nondisclosure agreements, This Subparagraph 6.1.1
("Obligations") shall not apply to Confidential Information if such information
is made public by the disclosing party's shipment of products incorporating such
Confidential Information.
6.1.2 Designation of Confidential Information.
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Confidential information shall, if in written form, be marked "Confidential
Information" or similarly legended by the disclosing party before being
furnished to the other party. All oral disclosures of Confidential Information
shall be identified as such prior to disclosure and summarized, in writing, by
the disclosing party and said summary shall be given to the receiving party
within thirty (30) days of the oral disclosure.
6.1.3 Exception. Any party permitted to receive Confidential
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Information ("Receiving Parties") in accordance with Paragraph 6.1 ("Non-
Disclosure") shall not be liable for disclosure or use of any data or
information which (i) was in the public domain at the time it was disclosed to
the Receiving Parties or falls within the public domain during the term of this
Agreement, except through the fault of any Receiving Party; (ii) was known to a
Receiving Party at the time of disclosure; (iii) was disclosed by a Receiving
Party after written approval of the disclosing party; (iv) becomes known to a
Receiving Party from a source other than the disclosing party without breach of
this Agreement by a Receiving Party; or (v) was independently developed by a
Receiving Party without the benefit of confidential information received from
the disclosing party.
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7. Warranty. Licensor warrants to PPV that the Licensed Rights and
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Documentation which Licensor will provide to PPV will be reasonably sufficient,
as of the date hereof and on a continuing basis, to allow PPV (assuming PPV has
manufacturing skill and know-how typical of manufacturers of technology similar
to the Technology) to manufacture products incorporating the Technology
conforming in all material respects to the descriptions thereof contained in the
Documentation. Licensor's obligation under the warranty in this Paragraph 7
("Warranty") with respect to any products implementing the Technology shall be
to provide supplemental or corrected information or Documentation promptly
after. the receipt by Licensor of a detailed notice of deficiencies, but in no
case in more than thirty (30) days after receipt of such notice. THE FOREGOING
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, AND EXCEPT FOR THE EXPRESS
WARRANTIES STATED IN THIS AGREEMENT, LICENSOR MAKES NO ADDITIONAL WARRANTIES,
EXPRESS OR IMPLIED IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE AS TO
ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.
8. LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR
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ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF
PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF OR
RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY
REPRESENTATIVE OF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY SUCH DAMAGES.
9. Title. Licensor represents and warrants that it
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has sufficient right, title and interest in the Technology (including Upgrades)
and Licensed Rights to enter into this Agreement and to grant the licenses
granted herein. Licensor further represents and warrants that it has no
knowledge of any facts which might lead to a claim of infringement of any
patent, copyright, trade secret or other proprietary or contractual rights of
any third party related to the Technology.
10. Term and Termination.
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10.1 Term. The initial term of this Agreement is for ten (10)
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years from the Effective Date, unless earlier terminated in accordance with its
terms. Thereafter, this Agreement shall automatically be renewed on its
anniversary dates for successive five (5) year terms.
10.2 Termination. PPV may terminate this Agreement without
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cause upon thirty (30) days written notice to Licensor. In the event of any
breach of any term or provision under this Agreement by either party hereto, the
non-breaching party may send a written
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notice explaining the nature of the breach to the breaching party, which notice
shall be delivered in accordance with the terms of this Agreement. If any breach
is not cured within sixty (60) days after the giving of the notice of breach,
the non- breaching party may terminate this Agreement upon written notice.
10.3 Obligations Upon Termination or Expiration.
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Upon the effective date of termination of this Agreement, (i) the licenses
granted hereunder shall terminate and PPV shall immediately discontinue any new
distribution, leasing, licensing or sale of the Technology to new customers,
(ii) PPV shall deliver to Licensor or destroy all Documentation and related
materials in its possession furnished hereunder by Licensor, together with all
copies thereof, (iii) PPV shall warrant in writing within sixty (60) days of the
effective date of termination that the Documentation and related materials and
all copies thereof have been returned to Licensor or erased or destroyed.
Notwithstanding the foregoing, PPV, PPV's joint ventures and PPV's manufacturers
may retain copies of the Documentation to be used solely for customer continuing
support purposes. Upon termination or expiration of continuing support
obligations to its customers, PPV, PPV's joint ventures and each of the
manufacturers shall return all Documentation in accordance with (ii) and (iii)
above, After termination of this Agreement, existing installations of the
Technology will be permitted to continue to operate and PPV will continue to pay
royalties on Gross Income received from existing installations in accordance
with the terms of Exhibit A ("License Fees and Royalties").
11. Miscellaneous.
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11.1 Notices. Any notice or report required or permitted to be
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given under this Agreement shall be given in writing and shall be delivered by
personal delivery, telegram, telex, telecopier, facsimile transmission or by
certified or registered mail, postage prepaid, return receipt requested, and
shall be deemed given upon personal delivery, five (5) days after deposit in the
mail or upon acknowledgment of receipt of electronic transmission. Notices shall
be sent to the signatory of this Agreement at the address set forth at the
beginning of this Agreement or such other address as either party may specify in
writing.
11.2 Export Regulations. Neither Licensor nor PPV shall
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export, directly or indirectly, any information acquired under this Agreement or
any products utilizing any such information to any country for which the U.S.
Government or any agency thereof at the time of export requires an export
license or other government approval without first obtaining such license or
approval.
11.3 Tax Treaties. PPV shall comply with any tax treaty
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obligations applicable to this Agreement and, upon request, shall provide
Licensor with any reasonably necessary information to document Licensor's
compliance with applicable tax treaties.
11.4 Choice of Language. The original of this Agreement has
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been written in English and shall be the only authentic version.
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11.5 Waiver or Delay. Any waiver of any kind or character by
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either party of a breach of this Agreement must be in writing, shall be
effective only to the extent set forth in such writing, and shall not operate or
be construed as a waiver of any subsequent breach by the other party. No failure
of either party to insist upon strict compliance by the other with any
obligation or provision hereunder, and no custom or practice of the parties at
variance with the terms hereof, shall constitute a waiver of either party's
right to demand exact compliance with the terms of this Agreement. Nor shall
either party's delay or omission in exercising any right, power or remedy upon a
breach or default by the other party impair any such right, power or remedy. The
exercise of any right or remedy provided in this Agreement shall be without
prejudice to the right to exercise any other right or remedy provided by law or
equity.
11.6 Force Majeure. If by reason of labor disputes, strikes,
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lockouts, riots, war, inability to obtain labor or materials, earthquake, fire
or other action of the elements, accidents, governmental restrictions,
appropriation or other causes beyond the control of a party hereto, either party
is unable to perform in whole or in part its obligations as set forth in this
Agreement, then such party shall be relieved of those obligations to the extent
it is so unable to perform and such inability to perform shall not make such
party liable to the other party. Neither party shall be liable for any loss,
injury, delay or damages suffered or incurred by the other party due to the
above causes.
11.7 Severability. The provisions of this Agreement are
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severable and if any one or more such provisions shall be determined to be
invalid, illegal or unenforceable, in whole or in part, the validity, legality
and enforceability of any of the remaining provisions or portions thereof shall
not in any way be affected or impaired thereby and shall nevertheless be binding
between the parties hereto.
11.8 Headings. The paragraph headings and captions of this
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Agreement are included merely for convenience of reference. They are not to be
considered part of, or to be used in interpreting this Agreement and in no way
limit or affect any of the contents of this Agreement or its provisions
11.9 Governing Law. This Agreement shall be construed in
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accordance with and all disputes hereunder shall be governed by the laws of the
State of California as applied to transactions taking place wholly within
California between California residents. The parties exclude in its entirety the
application to this Agreement of the United Nations Convention on Contracts for
the International Sale of Goods.
11.10 Attorneys' Fees. In any action to interpret or enforce
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this Agreement, the prevailing party shall be awarded all court costs and
reasonable attorneys' fees incurred.
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11.11 Relationship of the Parties. Nothing contained in this
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Agreement shall be construed as creating any agency, partnership, or other form
of joint enterprise between the parties. The relationship between the parties
shall at all times be that of independent contractors. Neither party shall have
authority to contract for or bind the other in any manner whatsoever. This
Agreement confers no rights upon either party except those expressly granted
herein.
11.12 Survival. Section 9 ("Tide and Indemnification") and
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Paragraphs 6.1 ("Non-Disclosure"), 10. 3 Obligations upon Termination or
Expiration") and 11.9 ("Governing Laws") shall survive any termination of this
Agreement.
11.13 Counterparts. This Agreement may be executed in two or
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more counter parts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument
11.14 Entire Agreement. This Agreement is the complete, entire,
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final and exclusive statement of the terms and conditions of the agreement
between the parties. This Agreement supersedes, and the terms of this Agreement
govern, any prior or collateral agreements or letters of intent between the
parties with respect to the subject matter hereof. This Agreement may not be
modified except in a writing executed by duly authorized representatives of tile
parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives on the date(s) shown below.
LICENSOR: PPV:
ON COMMAND VIDEO CORPORATION PACIFIC PAY VIDEO
LIMITED
By: /s/ Robert Snyder By: /s/ R.R. Creager
Printed: President Robert Snyder Printed: R.R. Creager
Title: President Title: President
Date: April 15, 1992 Date: April 15, 1992
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Exhibit A
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License Fee and Royalties
1. Royalty Payments. PPV will pay to Licensor royalties amounting to
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[***] of PPV's Gross Income received (a) directly by PPV as a
separate entity or (b) directly by a joint venture in which PPV holds an equity
interest, from operating or selling products or Technology incorporating (i) the
patents described in Exhibit B ("Intellectual Property") and (ii) any patents
related to the Technology, which are issued during the term of the Agreement, so
long as PPV is given thirty (30) days written notice of each such new issued
patent. Such royalties shall be accrued upon PPV's receipt of Gross Income from
customers and shall be paid to Licensor within thirty (30) days after the end of
the calendar quarter in which such royalties accrued. All royalties due on Gross
Income paid to a PPV joint venture will be accrued upon PPV's receipt of the
royalty payment from the PPV joint venture and shall be paid to Licensor within
thirty (30) days after the end of the calendar quarter in which such royalties
accrued. No royalties will be due until the advance against royalties in
Subparagraph 2 ("Advance Against Royalties") below is exhausted. Licensor agrees
that no royalty is due on intercompany transfer of products incorporating the
Technology or on income received by PPV from a PPV joint venture.
2. Advance Against Royalties. PPV shall pay to licensor one million
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dollars ($1,000,000) upon execution of this Agreement as a
non-refundable advance against royalties for the Territory. Such advance against
royalties shall be credited against royalties due in accordance with
Subparagraph 1 ("Royalty Payments").
3. Basis for Royalty Payments. The royalty described in Subparagraph 1
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("Royalty Payments") above is in consideration for the license to operate
products incorporating the Technology incorporating (i) the patents described in
Exhibit B ("Intellectual Property") and (ii) any patents related to the
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Technology, which are issued during the term of the Agreement, so long as PPV is
given thirty (30) days written notice of each such new issued patent, Licensor
agrees to notify PPV in writing on a quarterly basis regarding the details of
any new patents issued, invalidated or expired during the given quarter. PPV's
obligation to pay royalties to Licensor will terminate upon expiration or
invalidation of the last of the patents described in (i) and (ii) above. If,
during the term of this Agreement, PPV, PPV's joint ventures or any third party
sublicensee of PPV faces competition from an entity in the Territory and such
entity would have been infringing one or more of the patents described in (i) or
(ii) above if such patents had been obtained in the jurisdiction of the
Territory in which the competition occurs, the royalty described in Subparagraph
1 above will be reduced to [***] of PPV's Gross Income, starting with the next
full quarter after PPV notifies Licensor in writing of such determination of the
existence of such competition by PPV.
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*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
EXHIBIT B
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Intellectual Property
Patents:
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Patent Number 4,947,244 August 7, 1990
Patent Number 5,072,333 December 10, 1991
Patent Applications:
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(none as of the date of this Agreement)
Copyright Registrations:
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(to be supplied if and when available)
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