EXHIBIT 99.9
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
LICENSE AGREEMENT
This LICENSE AGREEMENT ("AGREEMENT"), dated September 30, 1996
("EFFECTIVE DATE"), is made by and between the Panda Project, Inc. ("PANDA"), a
corporation having its principal place of business at 000 Xxxxxx Xxxx, Xxxx
Xxxxx, Xxxxxxx 00000, Xxxxxxxx X. Xxxxx, Xx. in his individual capacity
("Crane"), of Boca Raton, Florida, and LG Cable & Machinery Ltd. ("LGC"), a
corporation having its principal place of business at 555, Xxxxx-xxxx, Xxxx
an-gu, Anyang-shi, Kyungki-do 430-080, Korea.
RECITALS
WHEREAS, Crane and Panda have developed a new connector
technology referred to herein as the "Compass Design" and wish to grant
specific, limited rights to this technology to LGC.
WHEREAS, LGC acknowledges that Crane and Panda have developed
the "Compass Design," and LGC desires to acquire such rights as are specified in
this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of these premises, and the
mutual undertakings, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the aforementioned parties agree
as follows:
1.00 DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:
1.01 "EFFECTIVE DATE" means the date on which this Agreement is
executed by all parties.
1.02 "LICENSED PRODUCT" means any product which constitutes,
incorporates or uses all or a portion of the Compass Design, Compass Design
Technology or any improvement, modification, or derivative thereof.
1.03 "COMPASS DESIGN" means the connector design developed by Crane
and Panda for a high density connector as described in pending U.S. patent
applications serial numbers ******************
******************************************************************
*******************, and all divisionals and continuations thereof.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
1.04 COMPASS DESIGN TECHNOLOGY" shall mean all technical
information, developments, data, results, formulae, processes, and other
information, developments, data, results, formulae, processes, and other
information developed by Crane or Panda, including any patent application,
patents, and trade secret information, and design improvements relating to the
Compass design and which Crane or Panda, as the case may be, have the right to
license.
1.05 "CRANE PATENT RIGHTS" shall mean all patents including foreign
counterparts, issuing from U.S. patent applications serial number
******************************************************
**************************************************, and all divisionals and
continuations thereof.
1.06 "ASSEMBLY EQUIPMENT" shall mean the equipment to be designed
and developed by LGC for the manufacture of the Compass Design. "Assembly
Equipment" does not include the plastic molds and contact pin dies.
1.07 "AFFILIATE" shall mean any corporation, firm, partnership,
proprietorship, individual or other form of business organization as to which
control of the business shall be exercised by LGC, and any corporation, firm,
partnership, proprietorship, individual, or other form of business organization
in which LGC has a least a fifty percent (50%) ownership interest, or the
maximum ownership interest it is permitted to have in the country where such
business organization exists.
1.08 "NET SALES PRICE" shall mean the price for Licensed Products
sold or leased, used (including internal use) or otherwise transferred other
than by sale (in which case the Net Sales Price attributable to such lease, use
or other transfer shall be an amount corresponding to the most recent bona fide
invoice or sale for the same or a comparable product) by LGC or LGC's
Affiliates, less the following:
a. Reasonable shipping, installation and packing charges or allowances, if any,
included in such amounts;
b. Reasonable trade, quantity, or cash discounts and brokers' or agents'
commissions, but with respect to any of the preceding adjustments, only insofar
as actually allowed or paid in connection with the sale in question;
c. Credits or allowances, if any, given or made on account of rejection or
return of defective Licensed Products; and
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CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
d. Any tax or other governmental charge included in such amount, which is
imposed directly on or measured by, the transfer across borders, the sale, lease
or other transfer, transportation or delivery of such Licensed Products (other
than income taxes).
If there is no such bona fide invoice or sale, the Net Sales
Price shall be **** of the fully allocated cost of production.
Licensed Products used in testing or as marketing samples to
develop or promote Licensed Products shall not be subject to a royalty, provided
the Licensed Products are supplied to the user at no cost, and as part of
commercially normal sampling procedures.
1.09 "ASSEMBLY EQUIPMENT TECHNOLOGY" shall mean all technical
information, developments, data, results, formulae, processes, and other
information, including patent applications, patents, and trade secret
information, relating to the "Assembly Equipment."
DEVELOPMENT OF PRODUCTS AND ASSEMBLY EQUIPMENT
2.00 DEVELOPMENT OF PRODUCTS AND ASSEMBLY EQUIPMENT. Each of Panda
and LGC agrees to use its best efforts to commercialize products incorporating
the Compass Design. Panda agrees to make its personnel reasonably available for
collaboration with LGC upon LGC's request for the purposes of the design and
development of the Assembly Equipment provided that Panda shall not be obligated
to provide its personnel for more than 80 man hours under this Agreement, or a
further amount of time as is mutually agreed to. LGC agrees to pay the
reasonable costs and expenses of Panda personnel during such collaboration.
2.01 INTELLECTUAL PROPERTY. Any intellectual property resulting form
LGC's design and development of the Assembly Equipment will be owned by LGC. LGC
hereby grants to Panda a non-exclusive perpetual worldwide license (without the
right to grant sublicenses) under Assembly Equipment Technology and any LGC
patent thereon developed by LGC to make, have made, use, import, sell, and offer
to sell products covered by such Technology. Such license shall be fully paid up
and shall survive any expiration or termination of this Agreement.
Notwithstanding the foregoing, LGC shall have no rights to the Compass Design,
Compass Design Technology or Crane Patent Rights except as set forth in Section
3.00 and 3.01.
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2.02 MANUFACTURE OF ASSEMBLY EQUIPMENT. LGC will be solely
responsible for manufacture of the Assembly Equipment, including all costs
associated with such manufacture. All Assembly Equipment built by LGC will be
owned solely by LGC.
2.03 SALE OF ASSEMBLY EQUIPMENT TO PANDA. LGC agrees to sell
Assembly Equipment to Panda pursuant to a standard purchase and sale agreement
entered into after good faith negotiations. The sale price to Panda shall be no
less favorable than the sale price of similar equipment to entities unrelated to
LGC and after taking into account the sales volume and delivery and payment
terms for sales to such unrelated entities.
2.04 RIGHT OF FIRST REFUSAL TO MANUFACTURE. Panda hereby grants LGC
the right of first refusal, on a bid basis, to manufacture the Assembly
Equipment for sale by Panda to Panda's customers. Under such right of first
refusal, LGC shall have the right until three (3) years from Effective Date to
submit a bid of each sale of Assembly Equipment (or, if Panda is selling
Assembly Equipment to customers in a transaction including multiple sales, a bid
for such transaction) by Panda setting forth the terms on which it will
manufacture the Assembly Equipment for Panda. Panda shall notify LGC of such
proposed sale or transaction and LGC shall have the right to 30 days thereafter
to submit a bid to Panda. If LGC fails to submit a bid within such 30-day period
or if Panda does not accept LGC's bid to manufacture the Assembly Equipment,
Panda shall have the right to hire one or more third parties to manufacture the
Assembly Equipment for use or sale by Panda; provided, however, that the terms
upon which such third party agrees to manufacture the Assembly Equipment shall
have been determined by Panda in its reasonable discretion to be more favorable
than the terms (if any) offered by LGC. LGC shall have the right to manufacture
and sell the Assembly Equipment within LGC, to an LGC Affiliate, or to any other
Licensee of Panda for the Compass Design. Nothing herein shall require Panda to
purchase the Assembly Equipment from LGC. Panda also has the right to
manufacture the Assembly Equipment itself.
LICENSE GRANT, FEE, AND ROYALTY
3.00 XXXXX'X XXXXX AND PANDA'S GRANT OF COMPASS DESIGN LICENSE.
Subject to the terms of this Agreement, Crane and Panda hereby grant a
non-exclusive world-wide license to LGC and its Affiliates to make, have made,
use, import, sell and offer to sell products covered by the Compass Design, and
the Compass Design Technology, including improvements to the foregoing. LGC does
not
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have the right to sublicense any of its rights under this Agreement. This
license specifically excludes any rights to Compass Pin Grid Array ("Compass
PGA") products, patents, or technology.
3.01 LIMITED EXCLUSIVITY OF CRANE'S LICENSE GRANT AND PANDA'S
LICENSE GRANT. The license granted to LGC by Crane and Panda in Section 3.00
shall be exclusive with respect to manufacturing only for a period of five (5)
years from the Effective Date in the following territory: Thailand, Malaysia,
Indonesia, Australia, New Zealand, Singapore, Japan, Korea, Vietnam, Cambodia,
Laos, The Philippines, Macao, The People's Republic of China, and The Republic
of China (hereinafter the "Exclusive Territory"). Notwithstanding the foregoing,
upon request by Panda for up to two additional non-exclusive licensees with the
right to manufacture in the Exclusive Territory other than Korea commencing
after two (2) years from the Effective Date, after discussion of such request
with LGC, Panda shall have the right to grant such licenses. This license
specifically excludes any rights to Compass PGA products, patents, or
technology.
3.02 LICENSE FEE AND ROYALTIES.
3.02(a) LICENSE FEE. In consideration for the licenses granted by
Crane and Panda under Section 3.00, LGC will pay Panda and Crane a total fee of
US $1,000,000 (one million dollars) as an initial payment (the "License Fee" or
"Initial Payment"). The US $1,000,000 (one million dollars) will be vested in
Panda and Crane on the Effective Date and shall not be subject to any right of
set-off or withholding, and shall be paid by LGC to Panda and Crane as follows:
i) within 15 days of the Effective Date of this Agreement,
LGC will pay to Panda and Crane US $200,000 (two hundred
thousand dollars);
ii) at one year from the Effective Date of this Agreement,
LGC will pay to Panda and Crane US $200,000 (two hundred
thousand dollars);
iii) at two years from the Effective Date of this Agreement,
LGC will pay to Panda and Crane US $200,000 (two hundred
thousand dollars);
iv) at three years from the Effective Date of this
Agreement, LGC will pay to Panda and Crane US $200,000 (two
hundred thousand dollars); and
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CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
v) at four years from the Effective Date of this Agreement,
LGC will pay to Panda and Crane US $200,000 (two hundred
thousand dollars).
If the Agreement is terminated by Panda and Crane for breach by LGC,
any unpaid portion of the License Fee shall be automatically due and payable to
Panda and Crane at the time.
3.02(b) ROYALTIES. In addition to the license fee and as further
consideration for the licenses granted in Sections 3.00 and 3.01, LGC will pay
to Panda and Crane a total running royalty of ***************** of the Net Sales
Price of Licensed Products, with the exception that there will be no royalty on
such products sold by LGC to Panda and Crane. A product shall be considered sold
at the time of invoicing or shipment, whichever is earlier, or if there is no
such invoicing or shipment, in the case of internal use, at the time of such
use. LGC will pay all royalties due on a quarterly basis within 30 days from the
end of each quarter and has no independent royalty obligation to Crane. LGC will
be responsible for all taxes associated with all license fee and royalty
payments, and will pay the full license fee and royalty amount due with on
deduction for such taxes. All royalties shall be paid in U.S. dollars. In case a
conversion from one currency to another is involved in determining a royalty
payment, the exchange rate shall be the exchange rate in effect at the Chase
Manhattan Bank in New York City on the last day of the applicable quarter. LGC
shall keep and maintain complete and accurate records in sufficient detail to
enable royalties payable to Panda and Crane hereunder to be determined, and
shall permit such records to be inspected during reasonable business hours by a
certified public accountant reasonably acceptable to LGC and appointed by Panda
and Crane for this purpose. Panda and Crane shall bear the cost and expense of
such investigation, unless the accountants determine that LGC's determination of
the royalties due and owning to Panda and Crane was incorrect (in LGC's favor)
in an amount exceeding five percent of the amount calculated by LGC, in which
case LGC shall bear the expense of such investigation. The Royalties and License
Fee provided herein are in consideration of the trade secrets, know-how, patent
rights, and proprietary information provided by Panda and Crane hereunder, and
the ability of LGC to achieve a significant competitive advantage by its early
entry into the marketplace due to its access to such intellectual property
rights. If Panda and Crane enter into an agreement with a third party with
respect to Licensed Product on terms and conditions substantially identical to
those applicable to LGC, but with a royalty rate lower than that specified in
this paragraph, Crane and Panda agree to execute
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an amendment to this Agreement whereby the royalty rate payable hereunder is
reduced to the royalty rate payable by such third party.
3.03 PATENTS RELATING TO COMPASS DESIGN. Crane and Panda agree i) to
use their best efforts to obtain patents covering the Compass Design; ii) to
provide LGC with copies of all pending patent application(s) relating to the
Compass Design; and iii) to regularly inform LGC of the status of any pending
patent applications covering the Compass Design.
3.04 COMPASS DESIGN PRODUCTS SOLD TO PANDA BY LGC. The price of
Compass Design products sold to Panda by LGC will be specified in a
later-executed addendum to this Agreement.
3.05 GRANTBACK TO PANDA. LGC grants to Panda and Crane a perpetual
license under information and inventions, whether patentable or not, related to
improvements, modifications, and derivatives of Compass Design products,
process, and technologies, including without limitation Compass Design
Technology, originated or invented during the term of this License Agreement by
employees, agents, contractors, or suppliers of LGC. Such license to Panda and
Crane shall be non-exclusive, irrevocable, perpetual, worldwide, and royalty
free to make, have made, use, import, sell and otherwise transfer products
covered by such information and inventions. Panda and Crane may not sublicense
this right granted by this Section 3.05.
CONFIDENTIALITY
4.00 CONFIDENTIALITY OF PROPRIETARY INFORMATION. Each party agrees
that it will not, directly or indirectly, disseminate, disclose or otherwise
make available to any third party (including any related company), or reverse
engineer, any Proprietary Information, as defined below, of the other parties
and will use the same degree of care to prevent disclosure thereof that it uses
to protect its own proprietary and confidential information, but in any event a
degree of care no less than reasonable. Each party agrees to obligate any
Affiliates to abide by this confidentiality obligation. Employees of a party or
its Affiliates shall be provided access to Proprietary Information of the other
party only on a "need to know" basis and shall be advised of the confidential
nature thereof, and shall be bound to protect the confidentiality of such
information. The provisions hereof shall survive expiration or termination of
this License Agreement for a period of seven (7) years.
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4.01 The foregoing confidentiality restrictions, however, shall not
extend to any part of the confidential or proprietary information which:
(a) was already own to Recipient at the time of disclosure
under this Agreement as can be established by written
documentation;
(b) was known or was generally available to the public at
the time of disclosure hereunder;
(c) becomes known or generally available to the public
(other than by act of Recipient) subsequent to its disclosure
hereunder;
(d) is disclosed or made available in writing to Recipient
by a third party having an apparent bona fide right to do so;
(e) is independently developed by Recipient without the use
of the confidential and proprietary information as can be
established by written documentation; or
(f) is approved for release by the express prior written
authorization of the disclosing party.
4.02 "Proprietary Information" shall mean all information or trade
secrets of any description relating to the Compass Design, Compass Design
Technology, Crane Patent Rights, and Assembly Equipment developed by, owned, or
controlled by any of the parties at any time prior to the termination or
expiration of this License Agreement, including but not limited to, the
development, selling, marketing, use, properties, structures, compositions,
manufacturer quality control of such products or technologies, and including,
but not limited in form to, samples, prototypes, data books, manufacturing
instructions, drawings, formulae, and customer lists.
REPRESENTATIONS AND WARRANTIES
5.00 REPRESENTATIONS, WARRANTY, AND DISCLAIMER OF WARRANTIES. Crane
and Panda warrant to LGC that they have the lawful right to transfer the Compass
Design and Compass Design Technology, and to grant the license as stated in this
Agreement.
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5.01 Nothing in this Agreement shall be deemed to be a
representation or warranty by Panda or Crane of the validity of any patent or
improvements covering the Compass Design. LGC shall defend and indemnify Panda
and Crane from and against any damages, liabilities, costs, and expenses,
including reasonable attorney's fees and court costs, either: (i) arising out of
the manufacture, use, sale, or other transfer of Compass Design Products by LGC
or its customers; or (ii) arising out of improvements, modifications, or
derivatives of Compass Design Products introduced by LGC or its customers; or
(iii) arising out of injuries or damages caused by Compass Design Products.
Panda shall defend and indemnify LGC from and against any damages, liabilities,
costs, and expenses, including reasonable attorney's fees and Court costs,
either: (i) arising out of the manufacture, use, sale, or other transfer of
Assembly Equipment by Panda; or (ii) or arising out of improvements
modifications, or derivatives of Assembly Equipment introduced by Panda; or
(iii) arising out of injuries or damages caused by Panda's sale of Assembly
equipment.
5.02 Nothing in this Agreement:
i) is a warranty or representation that anything
made, used, sold, or offered for sale under any
license from Panda, Crane or LGC is or will be free
from infringement of patents of third parties;
ii) is an obligation to bring or prosecute actions or
suits against third parties for patent infringement.
TERMINATION
6.00 TERMINATION. The term of this Agreement shall commence on the
effective Date and terminate ten years from the Effective Date, or at the last
to expire of the patents in this Agreement, whichever is longer.
6.01 This Agreement may be terminated by LGC, Panda or Crane by
written notice as provided in Section 7.00 upon breach of any condition of this
Agreement by any other party.
6.02 In the event of a material breach of this Agreement by LGC,
Panda or Crane may, in addition to any other remedies that they may have, at any
time terminate all licenses and rights
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granted by them hereunder by not less then thirty (30) days written notice to
LGC specifying such breach, unless within the period of such notice, all
breaches specified therein shall have been remedied.
6.03 In the event of a material breach of this Agreement by Panda,
LGC may, in addition, to any other remedies that it may have, at any time
terminate all licenses and rights granted by it hereunder (with the exception of
those granted under Section 3.05) by not less than thirty (30) days written
notice to Panda specifying such breach, unless within the period of such notice,
all breaches specified therein shall have been remedied.
6.04 The work "termination" and cognate words, such as "term" and
"terminate," used in this Agreement are to be read, except where the contrary is
specifically indicated, as omitting from their effect the following rights and
obligations, all of which survive any termination to the degree necessary to
permit their complete fulfillment or discharge:
i) Panda and Crane's right to receive or recover and LGC's
obligation to pay royalties accrued or accruable for payment
at the time of any termination;
ii) Panda and Crane's right to receive or recover and LGC's
obligation to pay all or any portion of the Initial Payment
at the time of any termination;
iii) Any cause of action or claim of Panda, Crane, or LGC accrued
or to accrue, because of any breach or default by the other party.
6.05 The parties agree that upon termination or expiration of this
License Agreement, LGC shall immediately cease any use or practice of the
Compass Design, the Compass Design Technology, or Crane Patent Rights. Upon
termination or expiration of this License Agreement, LGC shall, at its own
expense, return to Panda and Crane all Proprietary Information of Panda and
Crane as soon as practicable after the date of termination or expiration, but in
no case later than thirty (30) days after such termination or expiration,
including, but not limited to original documents, drawings, computer diskettes,
models, samples, notes, reports, notebooks, letters, manuals, prints, memoranda
and any copies thereof, which have been received by LGC. All Proprietary
Information, shall remain the exclusive property of Panda and Crane during the
term of this License Agreement and thereafter. Notwithstanding the above, LGC
will not be precluded from practicing any technology which falls into the public
domain as
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the result of the expiration of the relevant patents. After the expiration or
termination of this License Agreement, the parties may enter into a know-how
and proprietary information license agreement on terms to be agreed upon.
MISCELLANEOUS
7.00 NOTICES. All notices to, demands, consents, or communications
which any party may desire or may be required to give to the other must be in
writing and shall be effective upon receipt by the other party after having been
sent by registered mail, certified mail, or by facsimile transmission. Receipt
shall be presumed on the date of proper transmission as to facsimile
transmissions and otherwise within seven (7) days as to notices sent by
registered or certified mail.
7.01 Any notice required or permitted by this Agreement shall be
addressed to the Party in question as follows:
If to Panda: If to Crane:
The Panda Project, Inc. Xxxxxxxx X. Xxxxx, Xx.
000 Xxxxxx Xxxx 0000 Xxxxxxxxx 00xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000 Xxxx Xxxxx, Xxxxxxx 00000
If to LGC:
XX Xxxxx & Xxxxxxxxx Xxx.
000, Xxxxx-xxxx, Xxxx an-gu
Anyang-shi, Kyungki-do 000-000
Xxxxx
or to such other address or addresses as may from time to time be given in
writing by a party to the others pursuant to the terms of this Agreement.
8.00 LITIGATION. Each of Panda, Crane and LGC shall notify the other
in writing as specified in Section 7.00 of any suspected infringement(s) of any
patents covering the Compass Design, or improvements thereof or the Assembly
Equipment or improvements thereof and shall inform the other parties of any
evidence of such infringement(s).
8.01 RIGHT TO FILE SUIT. Each of Panda, Crane and LGC shall have the
individual right to institute suit for infringement(s) of any patents owned by
such party which covers the Compass Design, or improvements thereof or the
Assembly Equipment or improvements thereof.
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8.02 RECOVERY OF DAMAGES. Panda and Crane shall be entitled to any
recovery of damages resulting from a lawsuit brought by Panda or Crane pursuant
to Sections 8.00 or 8.01 and LGC shall be entitled to any recovery of damages
resulting from a lawsuit brought by LGC pursuant to Section 8.00 or 8.01. If the
parties so agree, such recovery of damages may be shared between Panda, Crane,
and LGC.
9.00 ARBITRATION. Any controversy or dispute arising out of or in
connection with this Agreements, its interpretation, performance, or
termination, which the parties are unable to resolve within a reasonable time
after written notice by one party to the other of the existence of such
controversy or dispute, shall be finally settled by arbitration conducted in
accordance with the rules of conciliation and arbitration of the International
Chamber of Commerce in effect on the date hereof. Any such arbitration shall
take place in the State of Florida, United States of America.
The institution of any arbitration proceeding hereunder shall
not relieve LGC of its obligation to make payments accrued hereunder pursuant to
Section 3 hereof to Panda and Crane during the continuance of such proceeding.
The decision by the arbitrators shall be binding and conclusive upon the
parties, their successors, and assigns, and they shall comply with such decision
in good faith, and each party hereby submits itself to the jurisdiction of the
courts of the place where the arbitration is held, but only for the entry of
judgment with respect to the decision of the arbitrators hereunder.
Notwithstanding the foregoing, judgment upon the award may be entered in any
court where the arbitration takes place, or any court having jurisdiction.
10.00 MARKING. LGC shall place in a conspicuous location on all
products covered by the Compass Design a patent notice in accordance with 35
U.S.C. 282 for any patents of Panda or Crane covering such products sold by LGC.
LGC agrees to xxxx such products with the number of each patent and, with
respect to such patents, to respond to any request for disclosure under 35
U.S.C. 287(b)(4)(B) by only notifying Panda and Crane of the request for
disclosure. Additionally, Panda, Crane, and LGC agree to negotiate in good faith
to enter into an agreement with regard to the use of trademark(s) on products
covered by the Compass Design, and the Compass Design Technology.
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11.00 ASSIGNMENT OF AGREEMENT. Unless authorized in writing in
advance by Panda and Crane, LGC shall not have the right to assign this
Agreement and the licenses granted herein except in connection with the sale of
the entire connector businesses of LGC. Panda may assign this Agreement to any
fully or partly owned subsidiary, and Crane may assign this Agreement to any
individual related to him, or to any corporation of which he owns 50% or more or
controls. Panda may also assign this Agreement as part of an acquisition or sale
of assets.
12.00 SOLE AGREEMENT. This Agreement constitutes and embodies the
entire Agreement between the Parties with respect to the subject matter hereof,
and supersedes all previous agreements, understandings, negotiations,
discussions, offers, and acceptances with respect to such subject matter. This
Agreement may not be modified except in writing signed by authorized
representatives of both parties and may not be assigned by either party without
the written consent of the other, which consent shall not be unreasonably
withheld or delayed.
13.00 SEVERABILITY. Any of the provisions of this Agreement which
are determined to be invalid or unenforceable in any jurisdiction shall be
ineffective to the extent of such invalidity or unenforceability in such
jurisdiction, without rendering invalid or unenforceable the remaining
provisions hereof or affecting the validity or unenforceability of any of the
terms of the Agreement in any other jurisdiction.
14.00 NO THIRD PARTY BENEFITS. Nothing in this Agreement, express or
implied, is intended to confer on any person other than the parties hereto or
their permitted assigns, any benefits, rights or remedies.
15.00 GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Florida or the United States of America.
16.00 NO WAIVER. A waiver by either party of a breach or violation
of any provision of this Agreement will not constitute or be construed as a
waiver of any breach or violation of that provision or as a waiver of any breach
or violation of any other provision of this Agreement.
17.00 HEADINGS. Any headings and captions included herein are for
convenience of reference only and shall not be used to construe this Agreement.
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18.00 COUNTERPARTS. This Agreement shall become binding when any one
or more counterparts hereof, individually or taken together, shall bear the
signature of each of the parties hereto. This Agreement may be executed in any
number of counterparts, each of which shall be an original as against any party
whose signature appears thereon, but all of which together shall constitute but
one and the same instrument.
19.00 AGENCY. This Agreement does not constitute any party hereto
the agent of another party for any purpose whatsoever, nor does any party have
the right or authority to assume, create, or incur any liability of any kind,
express, or implied, against or in the name or on behalf of another party.
20.00 COOPERATION. Each party shall execute any instruments
reasonably believed by the other party to be necessary to implement the
provisions of this Agreement.
21.00 EXPORTATION OF TECHNICAL INFORMATION. Panda and Crane agree to
comply with the laws and rules of the United States Government, and LGC agrees
to comply with the laws of the Korean Government, and the United States
Government, as may be applicable to LGC in connection with the exportation of
products or technical data.
22.00 In the event that the Korean government requires that it
review this Agreement, such review will be the responsibility of LGC, and if any
changes or modifications are made in the Agreement as required by the Korean
government, Panda will have the right to terminate this Agreement; provided
however, if any such changes or modifications are made or required after the
execution of this Agreement or the commencement of the license, such termination
will not relieve LGC from its obligation to pay the full License Fee required
under paragraph 3.02(a) and any accrued Royalty payments required under
paragraph 3.02(b).
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers of the respective dates hereinafter
set forth.
The Panda Project, Inc.
/s/ XXXXXXXX X. XXXXX, XX.
----------------------------
Title: President
----------------------------
Date: 9/30/96
----------------------------
Xxxxxxxx X. Xxxxx, Xx.
/s/ XXXXXXXX X. XXXXX, XX.
----------------------------
Date: 9/30/96
----------------------------
LG Cable & Machinery Ltd.
By: Moon Ku Kwon
----------------------------
Date: 9/30/96
----------------------------
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