Exhibit 10.14
LICENSE AGREEMENT
This AGREEMENT is entered into this 11th day of April, 2001 by and between
QUANTUM LOGIC CORPORATION, having offices at 0 Xxxxxxxxxxx Xxxx, Xxxxxx,
Xxxxxxxxxxx 00000, hereinafter referred to as QUANTUM, and MIKRON INSTRUMENT
COMPANY, having offices at 00 Xxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000,
hereinafter referred to as MIKRON.
FOR AND IN CONSIDERATION of the mutual benefits to be obtained, the parties
hereto do hereby agree as follows:
1. QUANTUM conveys hereby to MIKRON, and to its successors or assigns, a
world-wide license under its applicable patent and intellectual property
rights, to manufacture and sell laser/microcomputer pyrometers as herein
defined, in accordance with the terms, conditions and region of validity
as described below:
The applicable patents are as follows:
US Patent No. 4,647,775 "PYROMETER 1" Dated March 3,1987
US Patent No. 4,647,774 "PYROMETER 2" Dated March 3,1987
Other patents currently held by QUANTUM, or which may subsequently be
obtained by QUANTUM, not relating to the defined products, are not
covered by this AGREEMENT.
After a mutually agreed upon transition period, QUANTUM will cease the
manufacture of the covered products.
2. The pyrometer products covered by this AGREEMENT are designated by the
model types and descriptions listed below. Catalog sheets describing these
model types are appended to this AGREEMENT, and become a part thereof.
Individual products of the various model types may be, or have been, added
or modified, from time-to-time. Covered model types are:
QL1310 - Hand-held Laser/Microcomputer Pyrometers
QL3600 - Portable Laser/Microcomputer Pyrometers
QL3300 - On-line Laser/Microcomputer Pyrometers
QL107 - Pyrometer Data Logger
3. This AGREEMENT shall become effective as of the date affixed above, and
shall continue in force from year-to-year unless revoked by QUANTUM in
accordance with the terms of Paragraph 10.
4. No licenses will be issued by QUANTUM to additional parties under these
patent and intellectual property rights while this AGREEMENT remains in
force.
5. Immediately after the effective date of this AGREEMENT, QUANTUM shall
begin the conveyance to MIKRON of such drawings, bills of material,
manuals, and other documentation required for successful manufacture of
the covered products, as have been developed to date by QUANTUM. There
shall be no charge by QUANTUM to MIKRON for this material, other than
mutually-agreed-upon charges deemed necessary to carry out the conveyance
itself in an efficient manner.
6. Existing parts inventory matching current bills of material, maintained by
QUANTUM to support the manufacture, sale, warranty, and repair of the
covered products, shall be purchased by MIKRON and paid for in cash within
60 days of the effective date of this AGREEMENT. The quantity of the
individual parts to be purchased whose unit cost is less than $10 (ten
dollars) shall be as shown on the QUANTUM perpetual inventory listing as
of the date of purchase. Parts whose individual cost is $10 (ten dollars)
and above, shall be physically counted, and the counting shall be mutually
observed and verified by the parties hereto. The individual part costs
shall be QUANTUMS most recent purchase prices for the items, in accordance
with its records. MIKRON shall have the right to audit and verify these
figures at its own expense, should it so desire. Existing demos will be
supplied at no cost.
7. Redesign or modification of the covered products may be carried out by
MIKRON at their sole discretion, and at their own expense, in order to
improve the cost, performance, marketability or manufacturability of the
covered products.
8. As compensation for the transfer of these product lines, royalties in the
amount of 10% (ten percent) of the total selling price of the covered
products shall be paid by MIKRON to QUANTUM, or to its successors or
assigns, for a period of ten years.
9. Royalties as defined above shall be paid quarterly within 60 days of the
end of each fiscal quarter, for sales made during that quarter. QUANTUM
shall have the right to have the amount of such sales audited and verified
by an independent certified accounting firm of its own choice and at its
own expense, should it so request. Choice of such accounting firm shall be
subject to approval by MIKRON, but such approval shall not be unreasonably
withheld.
10. QUANTUM shall have the right to revoke the license given under this
AGREEMENT within 60 days from the end of the second year after the
effective date of the AGREEMENT, should the sales during the year then
completed fall below $300,000 (three hundred thousand dollars). Should the
license be revoked, ail the then-current manufacturing drawings, bills of
material, manuals and documentation relating to the covered products in
use at the time by MIKRON, shall be turned over to QUANTUM, its successors
or assigns, at no charge, and MIKRON shall cease permanently the
manufacture of the covered products. If MIKRON shall have obtained, or
applied for, new patents in connection with the redesign or modification
of the covered products in accordance with Paragraph 7, then QUANTUM shall
also be given exclusive royalty-free licenses under any such patents.
In the event of cancellation, QUANTUM or its successors will buy back
MIKRON'S inventory under conditions stated in Paragraph 6.
11. CONNECTICUT INNOVATIONS, having offices at 000 Xxxx Xxxxxx, Xxxxx Xxxx, XX
holds a lien on QUANTUM's assets, Prior to the effective date of this
AGREEMENT, QUANTUM shall have gotten consent from CONNECTICUT INNOVATIONS
to a release for the licensing and transfer of assets contemplated by this
AGREEMENT.
12. This AGREEMENT contains the whole understanding between the parties, and
no modifications or amendments shall be made except in writing.
13. This AGREEMENT is made in, and shall be construed and enforced in
accordance with the laws of the State of Connecticut, USA. In the event
any one or more of the provisions herein shall for any reason be held
unenforceable, such unenforceability shall not affect any other
2
provision of this AGREEMENT, but this AGREEMENT shall be construed as if
said unenforceable provision (or provisions) had not been contained.
14. The waiver of any requirement in this AGREEMENT by either party shall not
be construed as the waiver of the same requirement at a subsequent time or
the waiver of any other requirement herein.
15. Any dispute or controversy relating to the terms or conditions of this
AGREEMENT or breach thereof, shall be submitted to, and determined by,
arbitration in the State of Connecticut, USA, before the American
Arbitration Association pursuant to its rules then obtaining. Judgment'
may be entered upon any award thereunder in any court of competent
jurisdiction.
IN WITNESS WHEREOF, the parties have hereunto and to a duplicate set hereof set
their hands the day of the year first above written.
QUANTUM: MIKRON:
By: /s/ By: /s/ Xxxxxx Xxxxxxxx
------------------------------ -----------------------------
Title: President Title: VP
--------------------------- ---------------------------
Witness: /s/ Witness: /s/
------------------------- -------------------------
3
