041797
LICENSE AGREEMENT ("Agreement") with an Effective Date of January 1, 1996
between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation
("IBM"), and QUANTUM CORPORATION, a Delaware corporation ("QUANTUM").
Each of the parties (as "Grantee") desires to acquire a nonexclusive
license under patents of the other party (as "Grantor"). In consideration of the
premises and mutual covenants herein contained, IBM and QUANTUM agree as
follows:
Section 1. Definitions
1.1 "Information Handling System" shall mean any instrumentality or aggregate of
instrumentalities primarily designed to compute, classify, process, transmit,
receive, retrieve, originate, switch, store, display, manifest, measure, detect,
record, reproduce, handle or utilize any form of information, intelligence or
data for business, scientific, control or other purposes.
1.2 "IHS Product" shall mean an Information Handling System or any
instrumentality or aggregate of instrumentalities (including, without
limitation, any component, subassembly, computer program or supply) designed for
incorporation in an Information Handling System. Any instrumentality or
aggregate of instrumentalities primarily designed for use in the fabrication
(including testing) of an IHS Product licensed herein shall not be considered to
be an IHS Product.
1.3 "Subsidiary" of a party hereto or of a third party shall mean a corporation,
company or other entity:
(a) more than fifty percent (50%) of whose outstanding shares or securities
(representing the right to vote for the election of directors or other
managing authority) are, now or hereafter, owned or controlled, directly or
indirectly, by a party hereto or such third party, but such corporation,
company or other entity shall be deemed to be a Subsidiary only so long as
such ownership or control exists; or
(b) which does not have outstanding shares or securities, as may be the case in
a partnership, joint venture or unincorporated association, but more than
fifty percent (50%) of whose ownership interest representing the right to
make the decisions for such corporation, company or other entity is now or
hereafter, owned or controlled, directly or
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indirectly, by a party hereto or such third party, but such corporation,
company or other entity shall be deemed to be a Subsidiary only so long as
such ownership or control exists.
1.4 "IBM Licensed Patents" and "QUANTUM Licensed Patents" shall mean
all patents, including utility models and typeface design patents and
registrations (but not including any other design patents or registrations) of
Grantor:
(a) [CONFIDENTIAL TREATMENT REQUESTED];
(b) which, but for this Agreement, would be infringed by Grantee's making,
using, importing, offering for sale, or leasing, selling or otherwise
transferring a Grantee's Licensed Product in the country in which such
patent exists; and
(c) under which patents or the applications therefor Grantor or any of its
Subsidiaries now has, or hereafter obtains, the right to grant licenses to
Grantee of or within the scope granted herein without such grant or the
exercise of rights thereunder resulting in the payment of royalties or
other consideration by Grantor or its Subsidiaries to third parties (except
for payments between Grantor and its Subsidiaries, and payments to third
parties for inventions made by said third parties while employed by Grantor
or any of its Subsidiaries).
Licensed Patents shall include said patent applications, continuations in part
of said patent applications, and any patents reissuing on any of the aforesaid
patents.
1.5 "Licensed Patents" shall mean either IBM Licensed Patents or QUANTUM
Licensed Patents as the context indicates.
1.6 "IBM Licensed Products" shall mean IHS Products.
1.7 "Magnetic Disk" shall mean a platter-like rigid element having a magnetic
material coated or plated on or otherwise deposited on, or incorporated in, one
or both planar surfaces of said element and primarily designed for magnetically
or magneto-optically storing digital information recorded thereon or reproduced
therefrom while said element is rotating.
1.8 "Program" shall mean a plurality of instructions capable of being executed
by another IHS Product, whether or not such instructions are in a
machine-readable form and whether or not
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such plurality of instructions require processing such as assembly or
compilation prior to being so executed.
1.9 "Rotating Magnetic Memory Product" (hereinafter "RMM Products") shall mean
an IHS Product primarily designed to record and/or read, magnetically or
magneto-optically, digital information on or from a rotating Magnetic Disk,
which may be either fixed or removable, and any instrumentality or aggregate of
instrumentalities (including any Magnetic Disk) primarily designed for
incorporation therein.
1.10 "Tape Transport" shall mean an IHS Product primarily designed to effect
relative movement between a magnetic tape and one or more magnetic transducers,
each transducer operative to read and/or write information from or on such tape,
whether or not such instrumentality or aggregate of instrumentalities is
mechanically or electrically connected to other apparatus but shall not mean or
include such other apparatus. The term "Tape Transport" shall also include any
instrumentality, including a multi-cartridge tape loader and tape media
cartridge, or aggregate of instrumentalities primarily designed for
incorporation in such an IHS Product.
1.11 "Data Storage Transducer" shall mean a magnetic transducing unit operative
to read and/or write information from or on a Magnetic Disk or magnetic tape
while operating in close physical proximity thereto.
1.12 "Semiconductor Material" shall mean any material whose conductivity is
intermediate to that of metals and insulators at room temperature and whose
conductivity, over some temperature range, increases with increases in
temperature. Such materials shall include, but not be limited to, refined
products, reaction products, reduced products, mixtures and compounds.
1.13 "Solid State Disk" shall mean any instrumentality or aggregate of
instrumentalities, which is coupled to a CPU or auxiliary apparatus via a
Controller Apparatus and peripheral bus and is designed for storage and
reproduction of digital information by selectively setting or presetting
detectable states in Semiconductor Material forming at least a portion of such
instrumentality or aggregate of instrumentalities. A Solid State Disk may
include powering means and auxiliary and/or support circuits (such as
regeneration means, true-complement
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generation means, address means, address decoding means, sensing means,
selection means input/output means) to control the flow of such information into
or out of such Solid State Disk.
1.14 "RAID Product" shall mean an IHS Product, having a plurality of RMM
Products acting in concert as an array, primarily designed to record and/or read
digital information to or from the RMM Products in the array, and for
reconstituting any digital information which as stored on a failed RMM Product
in the array from digital information stored on the remaining RMM Products in
the array.
1.15 "Controller Apparatus" shall mean an IHS Product which is substantially
physically resident within an RMM Product, Solid State Disk or a Tape Transport
and is primarily designed to serve as an interface between a central processor
or auxiliary apparatus (which term shall include, without limitation, an
input/output channel for a central processor) and such RMM Product, Solid State
Disk or Tape Transport, whether or not such apparatus is physically separate
from such central processor or auxiliary apparatus or such RMM Product, Solid
State Disk or Tape Transport, for interpreting and executing commands,
translating data formats, checking and maintaining integrity of information,
furnishing status information, or indexing, searching, selecting, switching,
locating, comparing or controlling information in, on or with respect to, such
RMM Product, Solid State Disk or Tape Transport. Such apparatus shall be deemed
to be a Controller Apparatus notwithstanding that it is also capable of
performing the aforesaid functions while not connected to said central
processor or auxiliary apparatus.
1.16 "Controller Program" shall mean a plurality of instructions capable of
being compiled, executed or interpreted by a Controller Apparatus whether or not
such instructions are in a machine-readable form.
1.17 "Program Medium" shall mean any medium primarily designed for and
containing a Controller Program.
1.18 "Net List" shall mean a detailed specification of circuit functions
implementing logic or circuit equations to carry out defined operational tasks
within a custom or "Application-Specific-Integrated-Circuit" (ASIC) utilizing a
vendor-supplied library of functional circuit elements such as AND gates, OR
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gates, multipliers, flip-flops, etc. to lay out mask sets and manufacture ASIC
Semiconductor Chips.
1.19 "Semiconductor Chip" shall mean an integral unit containing an
interconnected array of active and/or passive elements, integrated on or in a
single substrate comprising Semiconductor Material where such unit is primarily
designed to be used in relation to a QUANTUM Licensed Product.
1.20 "QUANTUM Licensed Products" shall mean RMM Products, Tape Transports, Solid
State Disks, Controller Apparatus, Controller Programs, Semiconductor Chips
designed by QUANTUM or generated from Net Lists authored by QUANTUM, Data
Storage Transducers, Program Mediums, and any combinations of any, some or all
of the foregoing. The term Quantum Licensed Products shall not include RAID
Products.
1.21 "Licensed Products" shall mean either IBM Licensed Products or QUANTUM
Licensed Products as the context indicates.
Section 2. Grants of Rights
2.1 Subject to the provisions of Sections 2.3, 2.4 and 4, IBM on behalf of
itself and its Subsidiaries grants to QUANTUM a worldwide, nonexclusive license
under the IBM Licensed Patents:
(a) to use, import, and lease, sell and otherwise transfer QUANTUM Licensed
Products;
(b) to make QUANTUM Licensed Products other than RMM Products and Semiconductor
Chips, to use any apparatus in the manufacture of such products, and to
practice any method or process in such manufacture;
(c) to have QUANTUM Licensed Products made by another manufacturer for the use
and/or lease, sale or other transfer by QUANTUM only when the designs and
specifications for such QUANTUM Licensed Products were created by QUANTUM
(either solely or jointly with one or more third parties); provided,
however the license under this Section 2(c):
(i) with respect to Semiconductor Chips shall only be under
non-manufacturing method and/or non-manufacturing process claims of
IBM Licensed Patents, the infringement of which would be
necessitated by compliance with such designs and specifications; and
(ii) with respect to QUANTUM Licensed Products other than Semiconductor
Chips shall only be under claims of IBM Licensed Patents, the
infringement of which would be
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necessitated by compliance with such designs and specifications; and
(iii) shall not apply to any QUANTUM Licensed Products in the form
manufactured or marketed by said other manufacturer prior to
QUANTUM's furnishing of said designs and specifications; and
(d) to make RMM Products, to use any apparatus in the manufacture of such
products, and to practice any method or process in such manufacture, but
this license shall only be effective in the event that QUANTUM's RMM
Product foundry is unable to supply such products to QUANTUM, and in such
event, [CONFIDENTIAL TREATMENT REQUESTED].
Unless QUANTUM informs IBM to the contrary, QUANTUM shall be deemed to
have authorized said other manufacturer to make said QUANTUM Licensed
Products under the license granted to QUANTUM in this Section 2.1(c) when
the condition specified herein is fulfilled. Within thirty (30) days of a
written request identifying a product and a manufacturer, QUANTUM shall
inform IBM of the quantity of such product, if any, manufactured by such
manufacturer.
In the event that neither IBM nor any of its Subsidiaries has the right to grant
a license under any particular IBM Licensed Patent of the scope set forth above
in this Section 2.1, then the license granted herein under said IBM Licensed
Patent shall be of the broadest scope which IBM or any of its Subsidiaries has
the right to grant within the scope set forth above.
Upon receipt by IBM of all payments specified in Section 4, the license granted
to QUANTUM shall be fully paid-up.
2.2 Subject to the provisions of Section 2.4, QUANTUM on behalf of itself and
its Subsidiaries grants to IBM a worldwide, fully paid-up, nonexclusive license
under the QUANTUM Licensed Patents:
(a) to make, use, import, and lease, sell or otherwise transfer IBM
Licensed Products;
(b) in the manufacturing of IBM Licensed Products, to use any apparatus
and practice any method or process; and
(c) to have IBM Licensed Products made by another manufacturer for the use
and/or lease, sale or other transfer by IBM only when the designs and
specifications for such IBM Licensed Products were created by IBM
(either solely or jointly with
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one or more third parties); provided, however the license under this
Section 2.2(c):
(i) shall only be under claims of QUANTUM Licensed Patents, the
infringement of which would be necessitated by compliance with
such designs and specifications; and
(ii) shall not apply to any IBM Licensed Products in the form
manufactured or marketed by said other manufacturer prior to
IBM's furnishing of said designs and specifications.
Unless IBM informs QUANTUM to the contrary, IBM shall be deemed
to have authorized said other manufacturer to make said IBM Licensed
Products under the license granted to IBM in this Section 2.2(c) when
the condition specified herein is fulfilled. Within thirty (30) days
of a written request identifying a product and a manufacturer, IBM
shall inform QUANTUM of the quantity of such product, if any,
manufactured by such manufacturer.
In the event that neither QUANTUM nor any of its Subsidiaries has the right to
grant a license under any particular QUANTUM Licensed Patent of the scope set
forth above in this Section 2.2, then the license granted herein under said
QUANTUM Licensed Patent shall be of the broadest scope which QUANTUM or any of
its Subsidiaries has the right to grant within the scope set forth above.
2.3 Notwithstanding the rights granted to QUANTUM by IBM in this Section 2, no
license or immunity is granted hereunder by IBM with respect to Semiconductor
Chips made, used, sold, leased, or otherwise transferred by QUANTUM separately
from any other QUANTUM Licensed Products [CONFIDENTIAL TREATMENT REQUESTED]
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[CONFIDENTIAL TREATMENT REQUESTED]
2.4 No license or immunity is granted by either party hereto either directly or
by implication, estoppel or otherwise to any third parties acquiring items from
either party for the combination of such acquired items with other items
(including items acquired from either party hereto) or for the use of such
combination even if such acquired items have no substantial use other than as
part of such a combination.
2.5 Subject to Section 2.6, the licenses granted herein shall include the right
of each party to grant sublicenses to its Subsidiaries, which sublicenses may
include the right of sublicensed Subsidiaries to sublicense other Subsidiaries
of said party. No sublicense shall be broader in any respect at any time during
the life of this Agreement than the license held at that time by the party that
granted the sublicense.
2.6 A sublicense granted to a Subsidiary shall terminate on the earlier of:
(a) the date such Subsidiary ceases to be a Subsidiary; and
(b) the date of termination or expiration of the license of the party that
granted the sublicense.
If a Subsidiary ceases to be a Subsidiary and holds any patents under which a
party hereto is licensed, such license shall continue for the term defined
herein.
2.7 If, after the Effective Date, a party or any of its Subsidiaries ("Acquiring
Party") acquires assets, either by acquiring an entity which owns the assets or
by acquiring the assets from such an entity, and said entity is, as of the date
of acquisition, licensed by the other party ("Licensor") under one or more
Licensed Patents through an existing agreement pursuant to which royalties or
other payments are made by said entity to said Licensor, then the license and
other rights granted herein to the Acquiring Party with respect to said Licensed
Patents shall apply to products manufactured through the use of said assets;
provided, however, such royalties or other payments shall continue to be made by
the Acquiring Party to the Licensor with respect to products manufactured
through the use of said assets notwithstanding that the Acquiring Party may have
been licensed for the same Licensed Products before the acquisition.
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2.8 If one party transfers a product line, either as part of or separate from a
disposition of a Subsidiary to any third party, and if such transfer includes
[CONFIDENTIAL TREATMENT REQUESTED], then after written request to the other
party hereto jointly by the transferring party and such third party within sixty
(60) days following the transfer, the other party hereto agrees to grant to such
third party a royalty-free license (under the same terms as the license granted
to said one party herein) under the other party's Licensed Patents for the field
(as defined between the transferring party and such third party) of such product
line provided that:
(a) such field shall be within the field then licensed to the transferring
party;
(b) such field shall not be defined more broadly than appropriate to cover the
particular product line being transferred and shall be in form and
substance acceptable to such other party;
(c) the license granted shall be subject to a revenue cap which (i) for the
twelve (12) month period following the transfer shall be set at the
revenue attributable to the sale of products in the product line in the
last full calendar year prior to the date of transfer plus the greater of
ten percent (10%) and the average growth rate during the two calendar
years preceding the transfer; and (ii) for subsequent twelve (12) months
period shall also be subject to an annual compounded growth rate
calculated according to the same formula;
(d) the transferring party shall relinquish its rights under this Agreement
for such field for five (5) years following such transfer;
(e) such third party shall grant to such other party a royalty-free license
(under the same terms as the license granted to such other party herein)
under all Third Party Patents for all products licensed herein to such
other party on the Effective Date of this Agreement. "Third Party Patents"
shall mean all patents throughout the world under which, at any time
commencing with the date of the product line transfer, the third party or
any of its Subsidiaries has the right to grant such licenses; and
(f) this Section 2.8, Section 3, and Section 4 shall be omitted from the
license granted to such third party.
The relinquishing of its rights by such transferring party pursuant to this
Section 2.8 shall be automatically effected as an amendment hereto as of the
effective date of such transfer,
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which amendment shall automatically terminate five (5) years after the date of
transfer, but licenses to such transferring party to use, lease, sell or
otherwise transfer apparatus that was manufactured by or for it prior to the
time of such relinquishing shall continue with respect to such apparatus.
Section 3. Releases
3.1 Each party (as "Releasor") on behalf of itself and its Subsidiaries which
are Subsidiaries as of the Effective Date, irrevocably releases the other party,
its Subsidiaries which are Subsidiaries as of the Effective Date and its and
their respective customers from any and all claims of infringement of Releasor's
Licensed Patents which claims are based on acts prior to the Effective Date,
which, had they been performed after the Effective Date would have been licensed
under this Agreement.
The release contained herein shall not apply to any person other than the
persons named in this Section 3 and shall not apply to the manufacture of any
items by any person other than the other party or its Subsidiaries. The release
granted by QUANTUM to IBM is effective as of the Effective Date. The release
granted by IBM to QUANTUM shall become effective upon receipt of payment
specified in Section 4.1.
Section 4. Payment
4.1 [CONFIDENTIAL TREATMENT REQUESTED]:
(a) [CONFIDENTIAL TREATMENT REQUESTED]; and
(b) [CONFIDENTIAL TREATMENT REQUESTED].
4.2 QUANTUM shall be liable for interest on any overdue payment required to be
made pursuant to Section 4, commencing on the date such payment becomes due, at
an annual rate which is the greater of ten percent (10%) or one percentage point
higher than the prime interest rate as quoted by the head office of Citibank
N.A., New York, at the close of banking on such date, or on the first business
day thereafter if such date falls on a non-business day. If such interest rate
exceeds the maximum legal rate in the jurisdiction where a claim therefore is
being
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asserted, the interest rate shall be reduced to such maximum legal rate.
4.3 If an installment payment set forth in Section 4.1 is not made by its due
date, and if such payment, plus interest pursuant to Section 4.2, is not made
prior to sixty (60) days after notice from IBM of QUANTUM's delinquency, then,
at IBM's sole option, either:
(a) all of the above installment payments which were due after such notice
shall automatically become due and payable in full on the sixtieth day
after such notice without presentment, demand or additional notice of any
kind (all of which are hereby expressly waived); or
(b) all licenses and other rights granted herein to QUANTUM shall
automatically terminate on the sixtieth day after such notice.
QUANTUM shall remain obligated to pay all installments which had become due
prior to such notice (plus interest thereon as provided in Section 4.2) and
QUANTUM shall not be obligated to make any other payments. IBM's election of the
option set forth in Section 4.3 (a) or 4.3 (b) shall be stated in such notice.
Such notice shall be given as stated in Section 6 herein.
Section 5. Term of Agreement; Acquisition of a Party
5.1 The term of the licenses granted under this Agreement shall be from the
Effective Date until * [CONFIDENTIAL TREATMENT REQUESTED], unless earlier
terminated under the provisions of this Agreement.
5.2 IBM shall have the right to terminate the license and any other rights
granted to QUANTUM granted under this Agreement if QUANTUM fails at any time to
make any payment required herein, and if QUANTUM does not cure such failure
(including the payment of any interest) within sixty (60) days after written
notice from IBM to QUANTUM specifying the nature of such failure.
5.3 If one party (the "Acquired Party") is acquired by a third party, becoming a
Subsidiary of such third party:
(a) the Acquired Party shall promptly give notice of such acquisition to the
other party;
(b) the date in Section 1.4 (a) shall automatically change to the date of such
acquisition;
(c) the license granted to the Acquired Party shall automatically be subject
to an annual revenue cap which shall be set at the revenue attributable to
the sale of the
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Acquired Party's Licensed Products in the last full calendar year prior to
the date of such acquisition plus an annual, compounded growth factor
calculated at the average growth rate during the last two calendar years
prior to the date of acquisition;
(d) all payments specified in Section 4 (if any) which would have been paid
after the date of such acquisition shall become immediately due and
payable; and
(e) the rights of the non-Acquired party shall not be affected.
5.4 If one party (the "Acquired Party") is acquired by a third party such that
it is no longer a separate legal entity, then the Acquired Party shall require
as a condition precedent to the acquisition that the entity that survives after,
or results from, such acquisition shall be obligated to make the payments, if
any, due pursuant to Section 4.
5.5 Providing that the parties are actively engaged in good faith negotiations
toward a renewal of this Agreement, each party agrees not to bring suit against
the other for patent infringement for a period of six months after *
[CONFIDENTIAL TREATMENT REQUESTED], to allow time to conclude a mutually
acceptable renewal.
Section 6. Means of Payment and Communication
6.1 Payment shall be made by electronic funds transfer. Payments shall be deemed
to be made on the date credited to the following account:
IBM, Director of Licensing
The Bank of New York
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
[CONFIDENTIAL TREATMENT REQUESTED]
6.2 Notices and other communications shall be sent by facsimile or by registered
or certified mail to the following addresses and shall be effective upon
mailing:
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For IBM: For QUANTUM:
Director of Licensing Office of Corporate
IBM Corporation General Counsel
000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxxx
Xxxxxxxxx, Xxx Xxxx 00000 000 XxXxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
Section 7. Miscellaneous
7.1 Neither party shall assign or grant any right under any of its Licensed
Patents unless such assignment or grant is made subject to the terms of this
Agreement.
7.2 Neither party shall assign any of its rights or delegate any of its
obligations under this Agreement. Any attempt to do so shall be void. However, a
party which undergoes reorganization may assign such rights and delegate such
obligation to its legal successor, provided that after the reorganization, the
successor and its Subsidiaries will have essentially the same assets as such
party and its Subsidiaries had prior to the reorganization.
7.3 Neither party shall use or refer to this Agreement or any of its provisions
in any promotional activity. Brief reference to this Agreement in financial
statements and reports of either party, including by example, filings with the
U.S. Securities and Exchange Commission, shall not be deemed to be promotional
activity within the scope of this Section 7.3.
7.4 Each party represents and warrants that it has the full right and power to
grant the license and release set forth in Sections 2 and 3. Each party (as a
Grantor) further represents and warrants that prior to the execution of this
Agreement, it has informed the other party of any patent originating from
inventions made by employees of Grantor or its Subsidiaries, which patent is now
owned by Grantor or its Subsidiaries and which patent, owing to prior
arrangements with third parties, does not qualify as a Licensed Patent of
Grantor under which licenses are granted in Section 2. Neither party makes any
other representation or warranties, express or implied, nor shall either party
have any liability in respect of any infringement of patents or other rights of
third parties due to the other party's operation under the license herein
granted.
7.5 Nothing contained in this Agreement shall be construed as conferring any
rights by implication, estoppel or otherwise,
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under any non-patent intellectual property right, or any patents, other than the
Licensed Patents. Neither party is required hereunder to furnish or disclose to
the other any technical or other information (including copies of Licensed
Patents).
7.6 Neither party shall have any obligation hereunder to institute any action or
suit against third parties for infringement of any of its Licensed Patents or to
defend any action or suit brought by a third party which challenges or concerns
the validity of any of its Licensed Patents. Neither party shall have any right
to institute any action or suit against third parties for infringement of any of
the other party's Licensed Patents. Neither party, nor any of its Subsidiaries,
is required to file any patent application, or to secure any patent or patent
rights, or to maintain any patent in force.
7.7 Each party shall, upon a request from the other party sufficiently
identifying any patent or patent application, inform the other party as to the
extent to which said patent or patent application is subject to the licenses and
other rights granted hereunder. If such licenses or other rights under said
patent or patent application are restricted in scope, copies of all pertinent
provisions of any contract or other arrangement creating such restrictions
shall, upon request, be furnished to the party making such request, unless such
disclosure is prevented by such contract, and in such event, a statement of the
nature of such restriction shall be provided.
7.8 If a third party has the right to grant licenses under a patent to a party
hereto (as a "Licensee") with the consent of the other party hereto, said other
party shall provide said third party with any consent required to enable said
third party to license said Licensee on whatever terms such third party may deem
appropriate. Each party hereby waives any right it may have to receive royalties
or other consideration from said third party as a result of said third party's
so licensing said Licensee within the scope of the licenses granted under
Section 2 of this Agreement.
7.9 This Agreement shall not be binding upon the parties until it has been
signed hereinbelow by or on behalf of each party. No amendment or modification
hereof shall be valid or binding upon the parties unless made in writing and
signed as aforesaid.
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7.10 If any section of this Agreement is found by competent authority to be
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of such section in every other respect and the
remainder of this Agreement shall continue in effect so long as the Agreement
still expresses the intent of the parties. However, if the intent of the parties
cannot be preserved, this Agreement shall be either renegotiated or terminated.
7.11 This Agreement shall be construed, and the legal relations between the
parties hereto shall be determined, in accordance with the law of the State of
New York, USA, as such law applies to contracts signed and fully performed in
New York.
7.12 The headings of sections are inserted for convenience of reference only and
are not intended to be a part of or to affect the meaning or interpretation of
this Agreement.
7.13 This Agreement supersedes the Patent License Agreement dated as of March
10, 1986 between IBM and QUANTUM, except for patent licenses granted under the
March 10, 1986 agreement which are more extensive in scope or in duration than
the licenses granted under this Agreement, and those patent licenses shall
remain in force and effect under the terms and conditions of the March 10, 1986
agreement.
This Agreement embodies the entire understanding of the parties with respect to
the Licensed Patents, and replaces any prior oral or written communications
between them.
Agreed to: Agreed to:
QUANTUM CORPORATION INTERNATIONAL BUSINESS
MACHINES CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ X.X. Xxxxxx, Jr.
-------------------------- -----------------------------
X. Xxxxxxxxx X.X. Xxxxxx, Jr.
Vice President Vice President
Corporate Development
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