EXHIBIT 2.3
PATENT LICENSE AGREEMENT
between
LUCENT TECHNOLOGIES INC.
and
ELCOTEL, INC.
Effective as of September 30, 1997
Relating to Public Terminals
PATENT LICENSE AGREEMENT
TABLE OF CONTENTS
ARTICLE I - GRANTS OF LICENSES
1.01 Grant
1.02 Duration
1.03 Scope
1.04 Ability to Provide Licenses
1.05 Publicity
ARTICLE II - ROYALTY AND PAYMENTS
2.01 Royalty Calculation
2.02 Reductions
2.03 Accrual
2.04 Exclusions
2.05 Records and Adjustments
2.06 Reports and Payments
ARTICLE III - TERMINATION
3.01 Breach
3.02 Voluntary Termination
3.03 Survival
ARTICLE IV - MISCELLANEOUS PROVISIONS
4.01 Disclaimer
4.02 Nonassignability
4.03 Addresses
4.04 Taxes
4.05 Choice of Law
4.06 Integration
4.07 Outside the United States
4.08 Dispute Resolution
DEFINITIONS APPENDIX
.i
PATENT LICENSE AGREEMENT
This Agreement is made and entered into as of September 30,
1997 (the "Effective Date"), by and between LUCENT
TECHNOLOGIES INC., ("LUCENT"), a Delaware corporation with
offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇,
and ELCOTEL, INC. ("ELCOTEL"), a Delaware corporation with
offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, the parties have entered into an Agreement
for Purchase and Sale of Assets (the "Purchase and Sale
of Assets Agreement"), dated as of September 30, 1997
and closing concurrently with the Effective Date,
pursuant to which LUCENT is selling and ELCOTEL is
acquiring certain Assets; and
WHEREAS, under the Purchase and Sale of Assets
Agreement ELCOTEL is to acquire certain rights to LUCENT
patents.
NOW THEREFORE, in consideration of the foregoing
and the terms hereinafter set forth, the parties agree
as follows:
ARTICLE I
GRANTS OF LICENSES
1.01 Grant
LUCENT grants to ELCOTEL under LUCENT's PATENTS personal,
nonexclusive and nontransferable, worldwide licenses for:
PUBLIC TERMINALS; and
PUBLIC TERMINAL COMPONENTS
1.02 Duration
All licenses granted herein under any patent shall continue
for the entire unexpired term of such patent or for as much
of such term as LUCENT has the right to grant.
1.03 Scope
(a) The licenses granted herein are licenses to (i)
make, have made, use, lease, sell, maintain and import
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LICENSED PRODUCTS; (ii) make, have made, use and import
machines, tools, materials and other instrumentalities,
insofar as such machines, tools, materials and other
instrumentalities are involved in or incidental to the
development, manufacture, testing or repair of LICENSED
PRODUCTS which are or have been made, used, leased, owned,
sold or imported by ELCOTEL; and (iii) convey to any customer
of ELCOTEL with respect to any LICENSED PRODUCT which is sold
or leased by ELCOTEL to such customer, rights to use and
resell such LICENSED PRODUCT as sold or leased by ELCOTEL
(whether or not as part of a larger combination); provided,
however, that no rights may be conveyed to customers with
respect to any invention which is directed to (1) a
combination of such LICENSED PRODUCT (as sold or leased) with
any other product which combination infringes LUCENT's
PATENTS, (2) a method or process which is other than the
inherent use of such LICENSED PRODUCT itself (as sold or
leased), or (3) a method or process involving the use of a
LICENSED PRODUCT to manufacture (including associated
testing) any other product. The parties agree that no other
licenses of any kind including, but not limited to, licenses
in connection with semiconductor technology (further
including, but not limited, to semiconductor circuitry,
semiconductor system, semiconductor manufacture, or process
therefor), optoelectronics , wireless, clip-on fraud
prevention or laser technology are licensed herein.
(b) Licenses granted herein are not to be construed
either (i) as consent by LUCENT to any act which may be
performed by ELCOTEL except to the extent impacted by a
patent licensed herein to ELCOTEL, or (ii) to include
licenses to contributorily infringe or induce infringement
under U.S. law or a foreign equivalent thereof.
(c) The grant of each license hereunder includes the
right of ELCOTEL to grant sublicenses within the scope of
such license to ELCOTEL's SUBSIDIARIES for so long as they
remain its SUBSIDIARIES. Any such sublicense may be made
effective retroactively, but not prior to the effective date
hereof, nor prior to the sublicensee becoming a SUBSIDIARY of
ELCOTEL.
1.04 Ability to Provide Licenses
LUCENT's failure to meet any obligation hereunder, due to the
assignment of title to any invention or patent, or the
granting of any licenses, to the United States Government or
any agency or designee thereof pursuant to a statute or
regulation of, or contract with, such Government or agency,
shall not constitute a breach of this agreement.
1.05 Publicity
Nothing in this agreement shall be construed as conferring
upon ELCOTEL or its SUBSIDIARIES any right to include in
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advertising, packaging or other commercial activities related
to a LICENSED PRODUCT, any reference to LUCENT (or any of its
SUBSIDIARIES), its trade names, trademarks or service marks.
ARTICLE II
ROYALTY AND PAYMENTS
2.01 Royalty Calculation
(a) Royalty shall be payable to LUCENT, at the applicable
rate specified below, on each REPORTABLE PRODUCT which is
made, sold, leased or put into use by ELCOTEL, or any of its
SUBSIDIARIES during the BASE PERIOD. Such royalty rate shall
be applied to the COST OF GOODS of such REPORTABLE PRODUCT.
Applicable
Royalty Rate
LICENSED PRODUCT (in %)
PUBLIC TERMINALS [*]
PUBLIC TERMINAL COMPONENTS
(not part of a substantially
complete PUBLIC TERMINAL) [*]
(b) In part payment for the grant of rights
hereunder by LUCENT to ELCOTEL, ELCOTEL shall pay to LUCENT
on the Closing Date, the sum of six hundred thousand United
States dollars (U.S.$600,000.00). Such payment shall not be
creditable with respect to any other royalties payable
pursuant to this agreement nor shall such sum or any portion
thereof be refunded to ELCOTEL.
2.02 Reductions
(a) The amount of royalty calculated in accordance with
Section 2.01(a) on account of patents in any one country for
a specific LICENSED PRODUCT may be reduced by subtracting
from such amount the product of such amount and a royalty
reduction factor. Such royalty reduction factor is the
product of the individual royalty reduction percentages for
all patents of such country on account of which the LICENSED
PRODUCT is a REPORTABLE PRODUCT. The royalty reduction
percentage for each of LUCENT's PATENTS shall be twenty
percent (20%) for each LICENSED PRODUCT effective as of the
date of issuance of such patent. Upon written request from
ELCOTEL identifying a LICENSED PRODUCT and any relevant
patent, LUCENT will inform ELCOTEL of the royalty reduction
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percentage applicable in respect of said LICENSED PRODUCT for
such patent and the effective date thereof.
(b) If any LICENSED PRODUCT is a REPORTABLE PRODUCT on
account of patents of more than one country, the royalty for
such LICENSED PRODUCT shall be the highest one of the
royalties due thereon on account of the patents of each such
country calculated separately (taking into account any
reduction afforded by Section 2.02(a)).
-----------
* The text within the brackets has been omitted and separately filed with the
Securities and Exchange Commission pursuant to a Rule 24b-2 request for
confidential treatment.
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2.03 Accrual
(a) Royalty shall accrue on any LICENSED PRODUCT upon its
first becoming a REPORTABLE PRODUCT during the BASE PERIOD
and shall become payable upon the first sale, lease or
putting into use of such REPORTABLE PRODUCT. (Rebuilding or
enlarging any product shall be deemed to be a first putting
into use of such product). Obligations to pay accrued
royalties shall survive termination of the BASE PERIOD,
licenses and rights pursuant to Article III and the
expiration of any patent.
(b) When a company ceases to be a SUBSIDIARY of ELCOTEL,
royalties which have accrued with respect to any products of
such company, but which have not been paid, shall become
payable with ELCOTEL's next scheduled royalty payment.
(c) Notwithstanding any other provisions hereunder,
royalty shall accrue and be payable only to the extent that
enforcement of ELCOTEL's obligation to pay such royalty would
not be prohibited by applicable law.
2.04 Exclusions
A LICENSED PRODUCT, which is a REPORTABLE PRODUCT on account
of one or more of LUCENT's PATENTS, may be treated by ELCOTEL
as not licensed and not subject to any royalty hereunder with
respect to ELCOTEL'S manufacture, having made, use, sale or
importation of such LICENSED PRODUCT, if the seller of the
licensed product to ELCOTEL, or the purchaser of the LICENSED
PRODUCT from ELCOTEL, is licensed under the same one or more
of LUCENT'S PATENTS to manufacture, have made, use, sell, or
import the LICENSED PRODUCT, and the seller or purchaser
exercises its own license under such one or more patents by
written notice to ELCOTEL at or prior to the time of, or
within a reasonable time thereafter, such manufacture, having
made, use, sale or importation of the LICENSED PRODUCT.
2.05 Records and Adjustments
(a) ELCOTEL shall keep full, clear and accurate records
with respect to all REPORTABLE PRODUCTS and shall furnish any
information which LUCENT may reasonably prescribe from time
to time to enable LUCENT to ascertain the proper royalty due
hereunder on account of such products sold, leased and put
into use by ELCOTEL or any of its SUBSIDIARIES. ELCOTEL
shall retain such records with respect to each REPORTABLE
PRODUCT for at least seven (7) years from the sale, lease or
putting into use of such REPORTABLE PRODUCT on which a
royalty may be due. LUCENT shall have the right through its
accredited auditors, at its expense, to make an examination,
during normal business hours and in a reasonable manner, not
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more frequently than annually of all records and accounts
bearing upon the amount of royalty payable to it hereunder.
Prompt adjustment shall be made to compensate for any errors
or omissions disclosed by such examination.
(b) Independent of any such examination, LUCENT will
credit to ELCOTEL the amount of any overpayment of royalties
made in error which is identified and explained in a written
notice to LUCENT delivered within eighteen (18) months after
the due date of the payment which included such alleged
overpayment, provided that LUCENT is able to verify, to its
own satisfaction, the existence and extent of the
overpayment.
(c) No refund, credit or other adjustment of royalty
payments shall be made by LUCENT except as provided in this
Section 2.05. Rights conferred by this Section 2.05 shall
not be affected by any statement appearing on any check or
other document, except to the extent that any such right is
expressly waived or surrendered by a party having such right
and signing such statement.
2.06 Reports and Payments
(a) Within sixty (60) days after the end of each
semiannual period ending on June 30th or December 31st,
commencing with the semiannual period during which this
agreement first becomes effective and terminating when all
accrued royalties have been paid, ELCOTEL shall furnish to
LUCENT at the address specified in Section 4.03 a statement
certified by a responsible official of ELCOTEL showing in a
manner reasonably acceptable to LUCENT:
(i) all REPORTABLE PRODUCTS which were sold, leased or
put into use during such semiannual period;
(ii) the FAIR MARKET VALUES of such REPORTABLE
PRODUCTS;
(iii) the amount of royalty payable thereon; and
(iv) all reductions of royalty and all exclusions
from royalty pursuant to Sections 2.02 and 2.04.
If no REPORTABLE PRODUCT has been so sold, leased or put into
use, the statement shall show that fact.
(b) Within such sixty (60) days ELCOTEL shall pay in
United States dollars to LUCENT at the address specified in
Section 4.03 the royalties payable in accordance with such
statement. Any conversion to United States dollars shall be
at the prevailing rate for bank cable transfers as quoted for
the last day of such semiannual period by leading United
States banks in New York City dealing in the foreign exchange
market.
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(c) Overdue payments hereunder shall be subject to a late
payment charge calculated at an annual rate of three
percentage points (3%) over the prime rate or successive
prime rates (as posted in New York City) during delinquency.
If the amount of such late payment charge exceeds the maximum
permitted by law, such charge shall be reduced to such
maximum.
ARTICLE III
TERMINATION
3.01 Breach
If ELCOTEL defaults in any material respect in its
obligations under this Agreement, the Technology Transfer
Agreement or Section 5.3(b) of the Purchase and Sale of
Assets Agreement, LUCENT may, in addition to any other
remedies that it may have, at any time terminate all licenses
and rights granted by it hereunder by not less than two (2)
months' written notice specifying such breach, unless within
such two (2) month period such breaches specified therein
shall have been remedied.
3.02 Voluntary Termination
By written notice to LUCENT, ELCOTEL may voluntarily
terminate all or a specified portion of the licenses and
rights granted to it hereunder. Such notice shall specify
the effective date (not more than six (6) months prior to the
giving of said notice) of such termination and shall clearly
specify any affected patent, invention or product.
3.03 Survival
Any termination of licenses and rights of ELCOTEL under the
provisions of this Article III shall not affect ELCOTEL's
licenses, rights and obligations with respect to any LICENSED
PRODUCT made prior to such termination.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.01 Disclaimer
(a) Lucent warrants that it has the right to grant the
licenses granted hereunder and that the patents and
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applications specifically enumerated under the definition of
Lucent's PATENTS are not subject to the provisions of Section
1.04.
(b) Subject to Section 4.01(a), neither LUCENT nor any of
its SUBSIDIARIES makes any representations, extends any
warranties of any kind, assumes any responsibility or
obligations whatever, or confers any right by implication,
estoppel or otherwise, other than the licenses and rights
herein expressly granted.
4.02 Nonassignability
(a) LUCENT has entered into this agreement in
contemplation of personal performance by ELCOTEL and it is
LUCENT's intention that a transfer of ELCOTEL's licenses or
rights shall not occur without LUCENT's express written
consent.
(b) Neither this agreement nor any licenses or rights
hereunder, in whole or in part, shall be assignable or
transferable by ELCOTEL (by operation of law or otherwise)
without LUCENT's express written consent.
(c) Any purported assignment or transfer of this
agreement or licenses or rights hereunder by ELCOTEL without
LUCENT's necessary consent shall be void (without affecting
any other licenses or rights hereunder).
4.03 Addresses
(a) Any notice or other communication hereunder shall be
sufficiently given to ELCOTEL when sent by certified mail
addressed to ELCOTEL's office above specified), or to LUCENT
when sent by certified mail addressed to Contract
Administrator, Intellectual Property Division, Lucent
Technologies Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇,
Coral Gables, Florida 33134, United States of America.
Changes in such addresses may be specified by written notice.
(b) Payments by ELCOTEL shall be made to Lucent
Technologies Inc. at Sun Trust, ▇.▇.▇▇▇ 913021, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America.
Alternatively, payments to LUCENT may be made by bank wire
transfers to LUCENT's account: Lucent Technologies Licensing,
Account No. ▇▇▇-▇-▇▇▇▇▇▇, at Chase Manhattan Bank, N.A., ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America.
Swift code: ▇▇▇▇▇▇▇▇; ABA code ▇▇▇▇▇▇▇▇▇. Changes in such
address or account may be specified by written notice.
4.04 Taxes
(a) ELCOTEL shall pay any tax, duty, levy,
customs fee, or similar charge ("taxes"), including
interest and penalties thereon, however designated,
imposed as a result of the operation or existence of
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this agreement, including taxes which ELCOTEL is
required to withhold or deduct from payments to LUCENT,
except (i) income taxes imposed upon LUCENT by any
governmental entity within the United States (the fifty
(50) states and the District of Columbia), and (ii)
income taxes imposed upon LUCENT by jurisdictions
outside the United States which are allowed as a credit
against the United States Federal income tax of LUCENT.
In order for the exception in (ii) to be effective,
ELCOTEL must furnish to LUCENT evidence sufficient to
satisfy the United States taxing authorities that such
taxes have been paid. Such evidence must be furnished to
LUCENT within a reasonable period following issuance by
the local taxing authority.
(b) If ELCOTEL is required to bear a tax pursuant to Section
4.04(a) above, ELCOTEL shall pay such taxes and other charges
and any additional amounts as are necessary to ensure that
the net amounts received by LUCENT after all such payments or
withholdings equal the amounts to which LUCENT is otherwise
entitled under this Agreement as if such taxes, or other
charges, did not exist.
4.05 Choice of Law
The parties are familiar with the principles of New York
commercial law, and desire and agree that the law of New York
shall apply in any dispute arising with respect to this
agreement.
4.06 Integration
This Agreement and the Purchase and Sale of Assets Agreement
and the Collateral Agreements (as defined therein) set forth
the entire agreement and understanding between the parties as
to the subject matter hereof and merges all prior discussions
between them. Neither of the parties shall be bound by any
warranties, understandings or representations with respect to
such subject matter other than as expressly provided herein
or in a writing signed with or subsequent to execution hereof
by an authorized representative of the party to be bound
thereby.
4.07 Outside the United States
(a) There are countries in which the owner of an
invention is entitled to compensation, damages or other
monetary award for another's unlicensed manufacture, sale,
lease, use or importation involving such invention prior to
the date of issuance of a patent for such invention but on or
after a certain earlier date, hereinafter referred to as the
invention's "protection commencement date" (e.g., the date of
publication of allowed claims or the date of publication or
"laying open" of the filed patent application). In some
instances, other conditions precedent must also be fulfilled
(e.g., knowledge or actual notification of the filed patent
application). The parties agree that (i) an invention which
9
has a protection commencement date in any such country may be
used in such country pursuant to the terms of this agreement
on and after any such date, and (ii) all such conditions
precedent are deemed satisfied by this agreement.
(b) ELCOTEL hereby agrees to register or cause to be
registered, to the extent required by applicable law, and
without expense to LUCENT or any of its SUBSIDIARIES, any
agreements wherein sublicenses are granted by it to its
SUBSIDIARIES under LUCENT's PATENTS. ELCOTEL hereby waives
any and all claims or defenses, arising by virtue of the
absence of such registration, that might otherwise limit or
affect its obligations to LUCENT.
4.08 Dispute Resolution
(a) If a dispute arises out of or relates to this
agreement, or the breach, termination or validity thereof,
the parties agree to submit the dispute to a sole mediator
selected by the parties or, at any time at the option of a
party, to mediation by the American Arbitration Association
("AAA"). If not thus resolved, it shall be referred to a sole
arbitrator selected by the parties within thirty (30) days of
the mediation, or in the absence of such selection, to AAA
arbitration which shall be governed by the United States
Arbitration Act.
(b) Any award made (i) shall be a bare award limited to a
holding for or against a party and affording such remedy as
is deemed equitable, just and within the scope of the
agreement; (ii) shall be without findings as to issues
(including but not limited to patent validity and/or
infringement) or a statement of the reasoning on which the
award rests; (iii) may in appropriate circumstances (other
than patent disputes) include injunctive relief; (iv) shall
be made within four (4) months of the appointment of the
arbitrator; and (v) may be entered in any court.
(c) The requirement for mediation and arbitration shall
not be deemed a waiver of any right of termination under this
agreement and the arbitrator is not empowered to act or make
any award other than based solely on the rights and
obligations of the parties prior to any such termination.
(d) The arbitrator shall be knowledgeable in the legal
and technical aspects of this agreement and shall determine
issues of arbitrability but may not limit, expand or
otherwise modify the terms of the agreement.
(e) The agreement shall be interpreted in accordance with
the laws of the State of New York exclusive of its conflict
of laws provisions and the place of mediation and arbitration
shall be New York City.
(f) Each party shall bear its own expenses but those
related to the compensation and expenses of the mediator and
arbitrator shall be borne equally.
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(g) A request by a party to a court for interim measures
shall not be deemed a waiver of the obligation to mediate and
arbitrate.
(h) The arbitrator shall not have authority to award
punitive or other damages in excess of compensatory damages
and each party irrevocably waives any claim thereto.
(i) Except as required by law, the parties, their
representatives, other participants and the mediator and
arbitrator shall hold the existence, content and result of
mediation and arbitration in confidence.
(j) The parties shall be entitled to exchange in discovery
of documents which shall be limited to those documents which
are relevant and for which a requesting party has a
substantial demonstrable need.
4.09 Except as required by law, the parties agree that the
existence and content of this Agreement shall be treated as
confidential.
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IN WITNESS WHEREOF, each of the parties has caused this
agreement to be executed in duplicate originals by its duly
authorized representatives on the respective dates entered
below.
LUCENT TECHNOLOGIES INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇
-------------------------
▇. ▇. ▇▇▇▇▇▇
Vice President - Law
Date: 9/30/97
-------------------------
ELCOTEL, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
-------------------------
Title: President - C.O.O.
-------------------------
Date: 9/30/97
-------------------------
THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY
IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED
REPRESENTATIVES OF BOTH PARTIES.
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DEFINITIONS APPENDIX
GENERAL DEFINITIONS:
BASE PERIOD means for PUBLIC TERMINALS and PUBLIC TERMINAL
COMPONENTS ,the two (2) year period commencing on the
Effective Date of this Agreement; provided, however, that if
in one or more periods of twelve (12) or more consecutive
calendar months during such two (2) year period there shall
be no sale of at least [ * ]
PUBLIC TERMINALS and sale of at least [ * ] dollars
($US [ * ]) of PUBLIC TERMINAL COMPONENTS which are
REPORTABLE PRODUCTS, such period(s) of no sales shall not be
taken into account in determining the expiration of the BASE
PERIOD.
COST OF GOODS means for PUBLIC TERMINAL COMPONENTS [*] of the
FAIR MARKET VALUE and [*] of the FAIR MARKET VALUE for PUBLIC
TERMINALS.
FAIR MARKET VALUE means, with respect to any product sold,
leased or put into use, the greater of (i) the selling price
which a seller would realize from an unaffiliated ELCOTEL in
an arm's length sale of an identical product in the same
quantity and at the same time and place as such sale, lease
or putting into use; or (ii) the selling price actually
obtained for such product in the form in which it is sold,
whether or not assembled (and without excluding therefrom any
components or subassemblies thereof which are included in
such selling price).
In determining "selling price" the following shall be
excluded:
(a) usual trade discounts actually allowed to
unaffiliated persons or entities;
(b) packing costs;
(c) costs of insurance and transportation;
(d) import, export, excise, sales and value added
taxes, and customs duties, and
(e) sales returns.
LICENSED PRODUCT means any product listed in Section 1.01.
LUCENT's PATENTS means all patents required by, used in or
directly relating to the GENERAL TECHNOLOGY (as defined in
the Technology Transfer Agreement between the parties of even
date) issued prior to the effective date hereof in any or all
countries of the world
-----------
* The text within the brackets has been omitted and separately filed with the
Securities and Exchange Commission pursuant to a Rule 24b-2 request for
confidential treatment.
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(i) which patents are owned or controlled as of the
Effective Date hereof by LUCENT or any of its
SUBSIDIARIES; or
(ii) with respect to which patents LUCENT or any of it
SUBSIDIARIES otherwise has, as of the effective
date hereof, the right to grant the licenses
specified herein.
The term also means and includes the following patents:
PATENTS
4,124,775
4,182,934
4,224,472
4,277,647
4,284,851
4,323,733
4,361,731
4,518,830
4,567,325
4,590,583
4,625,078
4,674,114
4,726,057
4,782,516
4,794,642
5,007,520
5,027,935
5,043,983
5,046,183
5,088,587
5,222,122
DES. 264,210
DES. 289,284
DES. 289,285
The term also means and includes all patents resulting from
the following applications:
APPLICATIONS
Butts 1-3
▇▇▇▇▇▇▇▇ 6-8
▇▇▇▇▇▇▇▇ 7
14
▇▇▇▇▇▇▇▇ 8
▇▇▇▇▇▇▇ 6-2-5-11
Wild 9
Wild 10
REPORTABLE PRODUCT means any LICENSED PRODUCT, the
manufacture, importation, sale, lease or use of which by
ELCOTEL, any of its SUBSIDIARIES or customers of either
(other than customers exercising their own licenses for such
LICENSED PRODUCT under all applicable ones of LUCENT's
PATENTS) would, but for licenses or rights under this
agreement, constitute (i) infringement of LUCENT's PATENTS by
ELCOTEL, such SUBSIDIARY or such customer or (ii) any other
violation of applicable law by ELCOTEL, such SUBSIDIARY or
such customer for which LUCENT or any of its SUBSIDIARIES
would be entitled to compensation or other remedy on account
of one or more of such patents.
SUBSIDIARY of a company means a corporation or other legal
entity (i) the majority of whose shares or other securities
entitled to vote for election of directors (or other managing
authority) is now or hereafter controlled by such company
either directly or indirectly; or (ii) which does not have
outstanding shares or securities but the majority of whose
ownership interest representing the right to manage such
corporation or other legal entity is now or hereafter owned
and controlled by such company either directly or indirectly;
but any such corporation or other legal entity shall be
deemed to be a SUBSIDIARY of such company only as long as
such control or ownership and control exists.
TECHNICAL DEFINITIONS:
PUBLIC TERMINAL means a telephone station unit in a publicly
accessible location for performing the functions of (i)
producing electrical signals representative of voice and data
signals or (ii) producing voice and data signals
representative of electrical signals or (iii) performing any
combination of the functions (i) and (ii).
PUBLIC TERMINAL COMPONENT means any part, component or
subassembly of a PUBLIC TERMINAL.
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