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Exhibit 10.17
PATENT LICENSE AGREEMENT
This Patent License Agreement (this "Agreement") is made as of August
4th, 1999, by and between Aironet Wireless Communications, Inc., a Delaware
corporation ("Aironet"), and Telxon Corporation, a Delaware corporation
("Telxon").
BACKGROUND
WHEREAS, Telxon is the majority stockholder of Aironet;
WHEREAS, Aironet is the owner of patent application 08/810,328
(Cellular Communication System with Dedicated Repeater Channels) (together with
all patents issued thereon, and all continuations, continuations in part,
divisions, reissues, additions, or extensions thereof, the "Patent"), pursuant
to a Assignment of Patent entered into between Telxon and Aironet as of an even
date herewith and attached hereto as EXHIBIT A; and
WHEREAS, Telxon desires to receive from Aironet a non-exclusive license
to utilize the Patent.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements made herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1 LICENSE. Aironet hereby grants a perpetual, royalty free,
worldwide, non-exclusive license to Telxon to practice the methods of the claims
made in the Patent and to make, support, service, maintain, repair, reconstruct,
reconfigure and upgrade, integrate, install, use, have used, market, sell, offer
for sale, lease and transfer any product which but for this license would
infringe the Patent. Telxon may not license, sublicense or otherwise relicense
any of these rights, provided that Telxon's immediate and subsequent transferees
of products shall have an implied license to utilize such products in the form
originally transferred by Telxon.
2 CONTRACTORS. Telxon may exercise the rights granted to it in
Section 1 either through its employees or through its contractors.
3 DISCLAIMER OF WARRANTY AND LIABILITY. AIRONET MAKES NO
REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE PATENT, WHETHER
EXPRESS OR IMPLIED OR ARISING UNDER ANY STATUTE OR FROM ANY COURSE OF DEALING,
USAGE OF TRADE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. IN NO EVENT SHALL AIRONET BE LIABLE FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA OR OTHERWISE, WHETHER
OR NOT AIRONET IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
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4 GOVERNING LAW; JURISDICTION. This Agreement shall be construed
under and governed by the laws of the State of Ohio, without regard to conflict
or choice of laws statutes, regulations, rules or principles. Any action
relating to the execution or performance of this Agreement shall be brought in
the courts, state or federal, sitting in Summit County, Ohio, and each party
hereto consents to the jurisdiction and venue of such courts, and agrees not to
contest venue on the grounds of forum non conveniens or otherwise.
5 PRIOR AGREEMENTS SUPERSEDED. Except for the Assignment of Patent
Application attached hereto as EXHIBIT A, this Agreement supersedes all prior
and contemporaneous understandings and agreements, written or oral, between the
parties relating to the subject matter hereof.
6 NUMBER AND GENDER. The use in this Agreement of singular, plural,
masculine, feminine and neuter nouns and pronouns, shall include the others as
the context may require.
7 EXECUTION IN COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same document. An executed
faxed counterpart of this Agreement shall be binding on the parties and for
evidentiary purposes, shall be deemed to be an original.
8 AMENDMENTS; WAIVERS. Amendments to and waivers of any term of this
Agreement must be in writing and executed by both parties hereto.
9 ASSIGNABILITY. Neither this Agreement nor any right or obligation
hereunder may be assigned or delegated by Telxon to a direct competitor of
Aironet (a "Competitor"), and any such assignment or delegation shall be void
and of no effect. The merger, consolidation, asset sale, change of control, or
any other reorganization of Telxon with or into a Competitor, or of a Competitor
with or into Telxon, shall be deemed an assignment under this Section 9. Subject
to the foregoing, this Agreement shall be binding upon and enforceable by, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns. Nothing in this Agreement is intended to give any person
not named herein the benefit of any legal or equitable right, remedy or claim
under this Agreement, except as expressly provided herein.
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IN WITNESS WHEREOF, each party has caused this Agreement to be executed
by its duly authorized representative as of the date first set forth at the
beginning hereof.
AIRONET WIRELESS COMMUNICATIONS, INC.
By: /s/Roger J. Murphy
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Roger J. Murphy
President and Chief Executive Officer
TELXON CORPORATION
By: /s/Glenn S. Hansen
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Its: Vice President, Legal Administration
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EXHIBIT A
PATENT LICENSE AGREEMENT
AIRONET WIRELESS COMMUNICATIONS, INC./TELXON CORPORATION
Attached