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EXHIBIT 10.1
FORM OF
TECHNOLOGY LICENSE AGREEMENT
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THIS TECHNOLOGY LICENSE AGREEMENT is made and entered into as of
________________, 1996 by and between PENRIL DATACOMM NETWORKS, INC., a
corporation existing under the laws of Delaware, which has offices at ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Licensor") and ACCESS
BEYOND, INC., a corporation existing under the laws of Delaware, which has
offices at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Licensee").
WHEREAS, Licensor is the owner of a certain patent and related
technology useful in developing digital modem cards;
WHEREAS, Licensor is willing to license such patent and technology to
Licensee for use in a digital modem card, and Licensee desires to obtain from
Licensor a license for commercialization of such digital modem card.
NOW, THEREFORE, in consideration of the premises and mutual promises,
terms and conditions hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties do hereby agree as follows:
1. DEFINITIONS.
As used herein, the following terms shall have the following
definitions.
1.1 AFFILIATES. "Affiliates" of a party hereto shall mean (i) companies
the majority of whose voting shares are now or hereafter owned or controlled
directly or indirectly by such party; (ii) companies which now or hereafter own
or control directly or indirectly a majority of the voting shares of such party;
and (iii) companies a majority of whose voting shares are now or hereafter owned
or controlled directly or indirectly by any company mentioned in (i) or (ii) of
this definition. A company shall be considered an "Affiliate" for only so long
as such ownership or control exists. For the purposes of this definition,
partnerships or similar entities where a majority-in-interest of its partners or
owners are a party hereto and/or Affiliates of such party shall also be deemed
to be Affiliates of such party.
1.2 CONFIDENTIAL INFORMATION. "Confidential Information" shall mean
that part of the Technical Information, whether written or oral, which is (i)
not publicly known and (ii) annotated as "confidential" or "proprietary." Any
information which is not annotated as "confidential" or "proprietary" shall be
deemed to be in the public domain. In addition, "Confidential Information" shall
include information disclosed by either party to the other party in accordance
with Section 3.5 (Modifications and/or Improvements of Products) hereof.
1.3 EFFECTIVE DATE. "Effective Date" shall mean the date hereof.
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1.4 LICENSED TECHNOLOGY. "Licensed Technology" shall mean the Rights,
Products and Technical Information.
1.5 PRODUCT. "Product" shall mean the digital modem card and any and
all products, software, equipment, components, parts, tools and test equipment
listed in Exhibit B attached hereto.
1.6 RIGHTS. "Rights" shall mean:
(a) the patents and patent applications listed on Exhibit C-1
attached hereto and any and all continuations, divisions, reissues,
extensions and other filings that Licensor may file with the U.S.
Patent and Trademark Office with respect to such patents and patent
applications described in this Section 1.6 above (and corresponding
applications and patents in countries and jurisdictions other than the
United States);
(b) the copyrights listed as Exhibit C-2 attached hereto;
(c) the mask work rights listed on Exhibit C-3 attached
hereto; and
(d) any and all patents, patent applications, copyrights, mask
work rights and other intellectual property rights with respect to any
inventions pertaining to the Licensed Technology, which patents, patent
applications, copyrights, mask work rights and other rights (i) are
granted or to be granted to Licensor (either directly or through its
Affiliates, successors, assigns, agents or employees) (ii) with respect
to which Licensor (either directly or through its Affiliates,
successors, assigns, agents or employees) shall have the right to grant
licenses, sublicenses and rights of the type described in Article 3
below; and PROVIDED, HOWEVER, that with respect to this Section 1.6 if
any patents, copyrights, mask work rights or other intellectual
property rights have been or are in the future issued, granted or
registered to Licensor (either directly or through its Affiliates,
successors, assigns, agents or employees) by or with any government
based on or as embodied in any Product or any part of the Technical
Information, such patents, copyrights, mask work rights and other
rights shall be deemed included in this definition.
(e) to the extent that Licensor enters into cross licensing
agreements with third parties involving the University of Maryland
patent described in Exhibit C-1, the right to utilize any such cross
licensed technology or rights at the same cash royalty rates, if any,
on a per unit basis or on an incremented basis above the rates
otherwise available to Licensor and on the same terms as Licensor,
either as a sublicensee of Licensor or directly. Although Licensee
acknowledges that some cross licensors may be unwilling to grant such
pass-through rights, Licensor agrees to use its best efforts to obtain
for Licensee rights equivalent to those obtained by Licensor for its
own business.
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1.7 TECHNICAL INFORMATION. "Technical Information" shall mean all trade
secrets, know-how, computer programs (including copyrights in said software),
knowledge, technology, means, methods, processes, practices, formulas,
techniques, procedures, technical assistance, designs, drawings, apparatus,
written and oral rectifications of data, specifications, assembly procedures,
schematics and other valuable information of whatever nature, whether
confidential or not, and whether proprietary or not, which is now in (or,
subject to Section 3.5(b) below, hereafter during the term of this Agreement
comes into) the possession of Licensor and which is relevant to the manufacture,
assembly, sale, distribution, use, installation, servicing or testing of any
Product.
2. THE PROJECT.
2.1 DEVELOPMENT. A third party has undertaken development of the
Product for Licensee. The Licensed Technology is licensed solely for use in
connection with the Product or any other use except as set forth herein.
2.2. REPORTS. Licensee shall keep Licensor informed of the progress of
the Project by sending Licensee at least one progress report per calendar
quarter until the commencement of royalty payments under Section 5.1 below.
2.3 PROJECT MANAGERS. Licensor and Licensee each shall designate a
Project Manager under the Development Plan. Either party may change its Project
Manager upon written notice to the other party. Licensor's and Licensee's
respective Project Managers shall be the principal contacts between Licensor and
Licensee for all purposes of this Agreement.
2.4 COOPERATION AND ACCESS. Licensor agrees to cooperate with Licensee
to the extent necessary for Licensee to practice the Licensed Technology. Such
cooperation shall include, but not be limited to, providing Licensee with all
necessary information and, to the extent required in connection with development
of the Product.
3. GRANT OF RIGHTS AND LICENSES.
Subject to all of the terms and conditions set forth in this Agreement:
3.1 USE OF RIGHTS. Licensor hereby grants to Licensee and its
Affiliates a nonexclusive, worldwide, right and license to practice the Rights
in order to make, use, market, sell and distribute the Products. This right and
license includes, without limitation, the rights: (a) to use and duplicate all
of Licensor's binary software included or to be included in the Products; (b) to
manufacture and/or to cause third parties to manufacture Products; (c) to
maintain the Products; and (d) (i) to practice the methods and processes
involved in the use of the Products; (ii) to make and have made, to use and have
used, and to maintain machines, tools, instrumentalities and materials; and
(iii) to use and have used methods and processes, insofar as such machines,
tools, instrumentalities, materials, methods and processes are involved in or
incidental to the development, manufacture, sale, marketing, distribution,
installation, testing or repair of the Products.
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3.2 USE OF TECHNICAL INFORMATION. Licensor grants to Licensee and its
Affiliates a nonexclusive, worldwide, right to use the Technical Information in
connection with Licensee's exercise of its rights and licenses granted
hereunder.
3.3 RIGHT TO SUBLICENSE OR ASSIGN. Licensee shall have the right to
sublicense or assign any of the rights or licenses granted hereunder in
connection with the manufacture and wholesale and retail sale solely by Licensee
of the Products.
3.4 SOFTWARE AND COMPUTER PROGRAMS IN RIGHTS, TECHNICAL INFORMATION OR
PRODUCTS.
(a) Licensor and Licensee agree that any and all software and
other computer programs included in the Rights, or the Technical
Information or the Products are being licensed by Licensor to Licensee
in machine readable object code form on a nonexclusive basis as set
forth in Sections 3.1 (Use of Rights) and 3.2 (Use of Technical
Information) above, and are not being sold by Licensor or purchased by
Licensee. Licensor shall retain title to all of such software and
computer programs. Licensee shall have the right to sublicense to third
parties any rights or licenses to use individual copies of such
software in the operation of the Products.
(b) Licensee agrees not to remove any of Licensor's copyright
and proprietary notices which appear on or in any software or computer
programs.
3.5 MODIFICATION AND/OR IMPROVEMENTS OF PRODUCTS.
(a) Licensee shall have the right to modify and improve the
Products and to apply each such modification or improvement to the
Products, without payment to or the consent of the Licensor.
Any such modification or improvement shall be the property of Licensee.
(b) Licensor agrees to provide Licensee with modifications and
enhancements ("Enhancements") to the Licensed Technology on the
following conditions:
(i) (A) Any such Enhancements shall be limited to ITU
approved changes to existing modem/fax related standards or
ITU approved new standards related to modem/fax devices, (B)
Licensor has determined to implement such changes or new
standards and (C) such changes or new standards are supported
by the hardware architecture incorporated in Licensor's modem
products as of the date of this Agreement; and
(ii) Licensee shall have no right to any Enhancement
that is not an ITU standard.
Licensor agrees to keep Licensee informed as to Licensor's intentions
with respect to support for the Enhancements described above. In connection with
any Enhancement which is implemented
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by Licensor, Licensor shall provide Licensee with updated binary software images
of the modem capability to be used in the Product.
3.6 ACQUISITION TRANSACTION. In the event of the sale of all or
substantially all assets of Licensee, any single transaction or a series of
transactions of more than 50% of the capital stock of Licensee, or any merger,
consolidation or reorganization in which Licensee shall not be the surviving
corporation (an "Acquisition Transaction") Licensee shall be prohibited from
developing, manufacturing, marketing or otherwise using any new modem hardware
design which utilizes Licensors binary modem technology, except that minor
changes which may be required from time to time in Licensee's Products as they
existed at the time of such Acquisition Transaction shall not constitute new
modem hardware designs.
4. OBLIGATIONS OF LICENSOR.
4.1 TRAINING AND TECHNICAL ASSISTANCE. To assist Licensee in exercising
its rights hereunder, Licensor agrees to provide appropriate training and
technical assistance to Licensee, its employees and its permitted sublicensees,
so that Licensee will be able to practice the Patents and use the Licensed
Technology to its full potential. Such training and assistance shall be rendered
by Licensor at no expense to Licensee; PROVIDED, HOWEVER, that Licensor shall
not devote more than 80 man-hours during the term of this Agreement in rendering
such training and technical assistance to Licensee. The parties hereto shall
from time to time determine whether particular training and assistance shall be
rendered at Licensor's facilities or at Licensee's facilities. Travel costs,
lodging and all related expenses incurred by one party in connection with
sending its employees or permitted sublicensees to the other party's location
shall be paid in full by the party sending such individuals.
4.2 INQUIRIES. Licensor shall, at no additional cost to Licensee,
answer all reasonable telephonic and written inquiries from Licensee directly
concerning the manufacture, assembly, installation, testing, use and servicing
of the Products.
4.3 AB COMPATIBLE TECHNOLOGY. Licensor acknowledges and agrees that
during the term of this Agreement and at all times thereafter, it will not, and
will not authorize any third party, to develop, manufacture or market AB
compatible cards.
5. COMPENSATION PAYABLE TO LICENSOR.
5.1 ROYALTIES. Licensee agrees to pay a royalty to Licensor on the
following basis: to the extent that (i) Licensor enters into cross licensing
agreements involving the University of Maryland patent described in Exhibit C-1,
and (ii) the technology covered by such license is integrated into the Product,
a royalty equal to the per modem royalty rate which Licensor pays (if any) as a
result of such cross license for each and every modem per Product that Licensee
or any Affiliate of Licensee or any of their permitted sublicensees or assigns
manufactures, sells, leases, licenses, or otherwise transfers for value.
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5.2 REPORTS; PAYMENT. Licensee shall deliver to Licensor no later than
forty five (45) days after the end of each calendar quarter during the term of
this Agreement, a written report describing: (i) the number of Products
manufactured, sold, licensed, leased or otherwise transferred in accordance with
Section 5.1 above during such calendar quarter, and (ii) the amount of the
royalty payable to Licensor for such calendar quarter. Each report shall be
accompanied by payment of the amount of royalties payable under Section 5.1 with
respect to such calendar quarter. All payments shall be made in U.S. dollars. No
part of any amount payable to Licensor hereunder may be reduced due to any
counterclaim, set-off, adjustment or other right which Licensee might have
against Licensor, any other party or otherwise. Notwithstanding the foregoing,
if Licensee issues a credit for any returned Product, then no 5.1 sale-based
royalty shall be payable in respect thereof and if a royalty was previously
paid, then Licensee shall be entitled to an equal credit against the next
royalty payment.
5.3 LICENSEE'S BOOKS AND RECORDS. Licensee agrees to make and keep
full and accurate books and records in sufficient detail to enable royalties
payable hereunder to be determined.
5.4 LICENSOR'S RIGHT TO AUDIT. Licensor and its certified public
accountants and other auditors shall have full access during normal business
hours and on reasonable notice to the books and records of Licensee pertaining
to activities under this Agreement and shall have the right to make copies
therefrom. Prompt adjustment shall be made by the proper party to compensate for
any errors or omissions disclosed by such audit. The cost of any such audit
shall be borne by Licensor unless such audit reveals a discrepancy of more than
10% with respect to any calendar quarter in the amount of royalties paid to
Licensor and the amount shown by such audit to be due, in which event the cost
of such audit shall be borne by Licensee.
5.5 AUDIT INFORMATION CONFIDENTIAL. Licensor agrees to hold
confidential all information learned in the course of any examination of
Licensee's books and records hereunder, except when it is necessary for Licensor
to reveal such information in order to enforce its rights under this Agreement
in court, or similar dispute resolution or enforcement proceeding or action, or
except when compelled by law.
6. WARRANTY.
6.1 WARRANTY. Licensor makes no warranty whatsoever with respect to the
Licensed Technology other than that Licensor has the right to enter into this
License Agreement and to issue licenses under the patent set forth in Exhibit
C-1.
6.2 LIMITATION. THE PROVISIONS OF THE FOREGOING WARRANTIES ARE IN LIEU
OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). LICENSOR'S
LIABILITY ARISING OUT OF THIS AGREEMENT, THE LICENSE OF THE LICENSED TECHNOLOGY
OR THE MANUFACTURE, LICENSING, SALE OR SUPPLYING OF THE PRODUCTS OR THEIR USE OR
DISPOSITION, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT
EXCEED
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THE AMOUNT OF ROYALTIES PAID. IN NO EVENT SHALL LICENSOR BE LIABLE TO
LICENSEE OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF
USE DAMAGES) ARISING OUT OF THIS AGREEMENT, THE LICENSE OF THE LICENSED
TECHNOLOGY OR THE MANUFACTURE, LICENSING, SALE OR SUPPLYING OF THE PRODUCTS. THE
FOREGOING WARRANTY EXTENDS TO LICENSEE ONLY AND SHALL NOT BE APPLICABLE TO ANY
OTHER PERSON OR ENTITY INCLUDING, WITHOUT LIMITATION, CUSTOMERS OF LICENSEE.
7. PROPRIETARY RIGHTS.
Licensor is and shall remain the owner of the Licensed Technology.
Without the prior written consent of Licensor, Licensee shall not alter any
copyright, trade secret, patent, proprietary and/or other legal notices
contained on or in any Product or on documentation or other tangible
manifestation of the Licensed Technology.
8. CONFIDENTIAL INFORMATION.
8.1 CONFIDENTIALITY MAINTAINED. Each party agrees that the other party
hereto has a proprietary interest in its Confidential Information. During the
term of this Agreement and for a period of three years thereafter, all
disclosures of Confidential Information to the receiving party, its agents and
employees shall be held in strict confidence by such receiving party; its agents
and employees, and such receiving party shall disclose the Confidential
Information only to those of its agents and employees to whom it is necessary in
order properly to carry out their duties as limited by the terms and conditions
hereof. During the term of this Agreement and for a period of three years
thereafter the receiving party shall not use the Confidential Information except
for the purposes of exercising its rights and carrying out its duties hereunder.
The provisions of this Section 8.1 shall also apply to any consultants or
subcontractors during the term of this Agreement and for three years thereafter
that the receiving party may engage in connection with its obligations under
this Agreement. Before providing Confidential Information to any such consultant
or subcontractor, the receiving party shall obtain a signed undertaking whereby
such consultant or subcontractor agrees to be bound by and comply with terms
substantially equivalent to and to the same effect as this Article 8.
8.2 LIABILITY FOR DISCLOSURE. Notwithstanding anything contained in
this Agreement to the contrary, neither party shall be liable for a disclosure
of the other party's Confidential Information if the information so disclosed:
(a) was in the public domain at the time it was disclosed by
the disclosing party to the receiving party; or
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(b) was known to or contained in the records of the receiving
party from a source other than the disclosing party at the time of
disclosure by the disclosing party to the receiving party and can be so
demonstrated; or
(c) was independently developed by the receiving party and is
so demonstrated promptly upon receipt of the documentation and
technology by the receiving party; or
(d) becomes known to the receiving party from a source other
than the disclosing party without breach of this Agreement by the
receiving party and can be so demonstrated; or
(e) if in writing, was not identified as Confidential
Information in accordance with Section 1.2 (Definition of Confidential
Information) hereof; or
(f) must be disclosed pursuant to a contract or subcontract
with a governmental agency in order to obtain/retain a procurement
contract; or
(g) was disclosed pursuant to court order or as otherwise
compelled by law.
9. TERMINATION OR EXPIRATION.
9.1 TERMINATION. This Agreement shall continue until terminated by
either party as a result of a breach by the other party of any material
agreement or covenant contained herein which is not cured with thirty (30) days
following written notice thereof. If such termination is by Licensee, then such
termination shall not affect Licensee's rights to continue to use the rights and
licenses granted herein and such continuation shall not adversely affect
Licensee's right to recover damages resulting from such breach. If such
termination is by Licensor, then Licensor's right to recover all royalties
properly due to Licensor shall not be adversely affected thereby.
9.2 SURVIVAL. The obligations of the parties pursuant to Article 8 and
Section 4.3 of this Agreement shall survive any termination or expiration of
this Agreement.
10. MISCELLANEOUS.
10.1 ASSIGNMENTS. This Agreement shall be binding upon, and inure to
the benefit of, Licensor and Licensee and their respective successors and
permitted assigns. Neither party may assign rights or obligations except as
permitted by Section 3.3.
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10.2 GOVERNING LAW. This Agreement shall be governed, interpreted and
construed in accordance with the laws of the Commonwealth of Massachusetts
applicable to agreements made and to be fully performed therein.
10.3 WAIVER. A waiver of any breach of any provision of this Agreement
shall not be construed as a continuing waiver of other breaches of the same or
other provisions of this Agreement.
10.4 RELATIONSHIP OF THE PARTIES. The parties hereto are independent
contractors. Nothing herein contained shall be deemed to create a joint venture,
agency or partnership relationship between the parties hereto. Neither party
shall have any power to enter into any contracts or commitments in the name of,
or on behalf of, the other party, or to bind the other party in any respect
whatsoever.
10.5 NOTICES. All notices, requests, demands, claims and other
communications hereunder shall be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly delivered two business
days after it is sent by registered or certified mail, return receipt requested,
postage prepaid, or one business day after it is sent via a reputable nationwide
overnight courier service, in each case to the intended recipient as set forth
below:
If to the Licensor: Penril Datacomm Networks, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: President
Telecopier: ( )
With a copy to: Benesch, Friedlander, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.L.L
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: ▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Licensee: Access Beyond, Inc.
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▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: President
Telecopier: ( )
With a copy to: Benesch, Friedlander, ▇▇▇▇▇▇ & Aronoff P.L.L.
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: ▇▇▇ ▇▇▇▇▇▇▇▇ Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
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Any party may give any notice, request, demand, claim or other communication
hereunder using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail or electronic mail), but no
such notice, request, demand, claim or other communication shall be deemed to
have been duly given unless and until it actually is received by the party for
whom it is intended. Any party may change the address to which notices,
requests, demands, claims and other communications hereunder are to be delivered
by giving the other party notice in the manner set forth in this Agreement.
10.6 ENTIRE UNDERSTANDING. This Agreement embodies the entire
understanding between the parties relating to the subject matter hereof and
there are no prior representations, warranties or agreements between the
parties, whether written or oral, not contained in this Agreement.
10.7 INVALIDITY. If any provision of this Agreement is declared invalid
or unenforceable by a court having competent jurisdiction, it is mutually agreed
that this Agreement shall endure except for the part declared invalid or
unenforceable by order of such court. The parties shall consult and use their
best efforts to agree upon a valid and enforceable provision which shall be a
reasonable substitute for such invalid or unenforceable provision in light of
the intent of this Agreement.
10.8 FORCE MAJEURE. In the event that either party is prevented from
performing, or is unable to perform, any of its obligations under this Agreement
due to any act of God, fire, casualty, flood, war, strike, lock out, failure of
public utilities, injunction or any act, exercise, assertion or requirement of
governmental authority, epidemic, destruction of production facilities,
insurrection, inability to procure materials, labor, equipment, transportation
or energy sufficient to meet manufacturing needs, or any other cause beyond the
reasonable control of the party invoking this provision, and if such party shall
have used its best efforts to avoid such occurrence and minimize its duration
and has given prompt written notice to the other party, then the affected
party's performance shall be excused and the time for performance shall be
extended for the period of delay or inability to perform due to such occurrence.
10.9 AMENDMENTS. Any amendment or modification of any provision of this
Agreement must be in writing, dated and signed by both parties hereto.
10.10 FEES PAYABLE. Licensor and Licensee acknowledge that there are no
broker's commissions, finder's fees or other amounts payable with regard to this
transaction, and Licensor and Licensee agree to indemnify and hold the other
harmless from and against all liabilities, claims, demands, damages or costs of
any kind arising from or connected with any broker's or finder's commission, fee
or other amount claimed to be due any person arising from the indemnitor's
conduct with respect to this Agreement and the transactions contemplated herein.
10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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10.12 EXHIBITS. All exhibits referred to in this Agreement are attached
hereto and incorporated herein by this reference.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
created on the day and year first above written.
PENRIL DATACOMM NETWORKS, INC.,
as Licensor
By_____________________________________________
Name:
Title:
ACCESS BEYOND, INC., as Licensee
By_____________________________________________
Name:
Title:
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EXHIBITS
A Development Plan
B Products
C-1 Patents and Patent Applications
C-2 Copyrights
C-3 Mask Work Rights
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EXHIBIT A
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Development Plan
The 24 Digital Modem card, defined in Exhibit B, shall be developed by a third
party for Licensee.
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EXHIBIT B
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PRODUCTS
A third party will develop for Licensee a 24 Digital Modem Card
compatible with and capable of operating together within Licensee's AB product
family. Such modem architecture is expected to be compatible with and deliver
the functions and capabilities contained within such third party's Digital Modem
Developer's kit, which is attached herein as part of this Exhibit B.
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EXHIBIT C-1, C-2, C-3
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C1: PATENTS AND PATENT APPLICATIONS
Patents include the University of Maryland patent #5,388,124.
C2: COPYRIGHT RIGHTS
None
C3: MASK WORK RIGHTS
None
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