PATENT LICENSE AGREEMENT
between
LUCENT TECHNOLOGIES INC.
and
CENTIGRAM COMMUNICATIONS CORPORATION
Effective as of October 1, 1998
Relating to Various Product
PATENT LICENSE AGREEMENT
TABLE OF CONTENTS
ARTICLE I - GRANTS OF LICENSES
1.01 Grant
1.02 Duration and Extent
1.03 Scope
1.04 Ability to Provide Licenses
1.05 Joint Inventions
1.06 Publicity
ARTICLE II - ROYALTY AND PAYMENTS
2.01 Initial Fee
2.02 Running Royalty [ * ]
2.03 Accrual
2.04 Records and Adjustments
2.05 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 [ * ]
4.03 Addresses
4.04 Taxes
4.05 Choice of Law
4.06 Integration
4.07 Outside the United States
4.08 Dispute Resolution
4.09 Releases
4.10 Confidentiality
4.11 Counterparts
DEFINITIONS APPENDIX
PATENT LICENSE AGREEMENT
Effective as of October 1, 1998, LUCENT TECHNOLOGIES INC., a Delaware
corporation ("LUCENT"), having an office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and CENTIGRAM COMMUNICATIONS CORPORATION, a
Delaware corporation ("CENTIGRAM"), having an office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ agree as follows:?
ARTICLE I
GRANTS OF LICENSES
1.01 Grant
(a) LUCENT grants to CENTIGRAM under LUCENT's PATENTS personal,
nonexclusive and non-transferable licenses for:
[ * ]
(b) CENTIGRAM grants to LUCENT under CENTIGRAM's PATENTS personal,
nonexclusive, royalty-free and non-transferable licenses for [ * ]
1.02 Duration and Extent
Subject to the provisions of ARTICLE III and Section 4.02, all licenses
granted herein shall continue [ * ]
1.03 Scope
(a) The licenses granted herein are licenses to (i) make, have made,
use, lease, sell and import 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 the grantee of such license; and (iii) convey to any customer
of the grantee, with respect to any LICENSED PRODUCT which is sold or
leased by such grantee to such customer, rights to use and resell such
LICENSED PRODUCT as sold or leased by such grantee (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 [ * ] (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.
(b) Licenses granted herein to CENTIGRAM are not to be construed
either (i) as consent by the grantor to any act which may be performed by
the grantee, except to the extent impacted by a patent licensed herein to
the grantee, or (ii) to include licenses to contributorily infringe [ * ]
or to induce infringement under U.S. law or a foreign equivalent thereof.
[ * ]
(c) The grant of each license hereunder includes the right to grant
sublicenses within the scope of such license to a party's RELATED COMPANIES
for so long as they remain its RELATED COMPANIES. Any such sublicense may
be made effective retroactively, but not prior to the effective date
hereof, nor prior to the sublicensee's becoming a RELATED COMPANY of such
party. Each party shall not have any right to sublicense any entity other
than as specified in this Section.
1.04 Ability to Provide Licenses
(a) It is recognized that certain actions of the parties to this
Agreement may limit their ability to provide licenses hereunder without
constituting a breach. In particular, (i) prior to the earliest filing of
a patent application disclosing an invention of a party or its RELATED
COMPANY, such party or RELATED COMPANY may assign to a third party the
title to patents on such invention, or (ii) prior to the execution of this
Agreement, a party or its RELATED COMPANY may have limited by contract its
ability to provide licenses hereunder with respect to certain patents or
technologies.
(b) Each party agrees to disclose to the other party, promptly upon
receipt of a written request for such disclosure, any such assignment or
other contractual limitation with respect to any patent and/or technology
which is specifically identified in such request.
(c) Each party represents that it has already disclosed to the other
party any such assignment or other contractual limitation currently in
effect with respect to any patent and/or technology specifically identified
in any such disclosure request received by it prior to execution of this
Agreement.
(d) A party'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.
(e) LUCENT represents to CENTIGRAM that it has the right to license
LUCENT's PATENTS as specified in this Agreement and CENTIGRAM represents to
LUCENT that it has the right to license CENTIGRAM's PATENTS as specified in
this Agreement.
1.05 Joint Inventions
(a) There are countries (not including the United States) which
require the express consent of all inventors or their assignees to the
grant of licenses or rights under patents issued in such countries for
joint inventions.
(b) Each party shall give such consent, or shall obtain such consent
from its RELATED COMPANIES, its employees or employees of any of its
RELATED COMPANIES, as required to make full and effective any such licenses
and rights respecting any joint invention granted to the grantee hereunder
by such party and by another licensor of such grantee.
(c) Each party shall take steps which are reasonable under the
circumstances to obtain from third parties whatever other consents are
necessary to make full and effective such licenses and rights respecting
any joint invention purported to be granted by it hereunder. If, in spite
of such reasonable steps, such party is unable to obtain the requisite
consents from such third parties, the resulting inability of such party to
make full and effective its purported grant of such licenses and rights
shall not be considered to be a breach of this Agreement.
1.06 Publicity
Nothing in this Agreement shall be construed as conferring upon either
party or its RELATED COMPANIES any right to include in advertising,
packaging or other commercial activities related to a LICENSED PRODUCT, any
reference to the other party (or any of its RELATED COMPANIES), its trade
names, trademarks or service marks in a manner which would be likely to
cause confusion or to indicate that such LICENSED PRODUCT is in any way
certified by the other party hereto or its RELATED COMPANIES.
ARTICLE II
ROYALTY AND PAYMENTS
2.01 Initial Fee
[ * ] CENTIGRAM shall pay LUCENT after October 1, 1998 and before October
31, 1998 (but in no case sooner than 10 days after execution of this
Agreement by LUCENT), the sum of nine million, two hundred thousand United
States dollars (U.S. $9,200,000.00). This fee shall not be creditable with
respect to any additional payments due under Sections 2.02 and 4.02 and in
no event shall such fee or any portion thereof be refunded to CENTIGRAM.
2.02 Running Royalty [ * ]
2.03 Accrual
(a) Royalty shall accrue and become payable under Section 2.02 upon
the receipt of revenues for such product or service. Obligations to pay
royalties under Section 2.02 for time periods prior to any termination of
licenses and rights pursuant to Article III shall survive such termination
and the expiration of any patent.
(b) Royalties which have accrued under Section 2.02 but have not been
paid for any company which is a RELATED COMPANY of the acquired, separately
identifiable business and then ceases to be the same, shall become payable
with the next scheduled royalty payment under Section 2.02.
(c) Notwithstanding any other provisions hereunder, royalty shall
accrue and be payable only to the extent that enforcement of the obligation
to pay such royalty would not be prohibited by applicable law.
2.04 Records and Adjustments
(a) [ * ] to pay royalties under Section 2.02, hereinafter referred
to as "the Entity", shall keep full, clear and accurate records so as to
enable LUCENT to ascertain the proper royalty due thereunder. The Entity
shall retain such records with respect to each product for at least five
(5) years from the sale, lease or putting into use of such product. LUCENT
shall have the right through an independent, nationally recognized
accounting firm (hereinafter "auditors") to make an examination, during
normal business hours, but upon at least fourteen (14) calendar days
notice, of all records and accounts bearing upon the amount of royalty
payable to it under Section 2.02. LUCENT's right to have auditors inspect
the Entity's records and accounts shall be limited to one audit per
calendar year, unless the immediately previous audit revealed an
underpayment by the Entity of at least ten percent (10%) for the audited
period. Prompt adjustment shall be made to compensate for any errors or
omissions disclosed by such examination. The auditors must execute an
appropriate confidential information nondisclosure agreement (NDA) with the
Entity prior to its inspection of the Entity's records.
(b) Independent of any such examination, LUCENT will credit the Entity
against future royalty payments, provided there are any, the amount of any
overpayment of royalties made in error which is identified and fully
explained in a written notice to LUCENT delivered within five (5) years
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 2.04. Rights conferred
by this Section 2.04 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.
2.05 Reports and Payments
(a) The provisions of Section 2.05 shall apply [ * ]
(b) Within sixty (60) days after each anniversary date of the end of
the SEMIANNUAL PERIOD that [ * ]
(i) [ * ]
(ii) [ * ]
(iii) [ * ]
(iv) the amount of royalty, if any, payable for the twelve
month period in (i).
If there are no [ * ] for the twelve month period, the statement shall show
that fact.
(c) Within such sixty (60) days the acquired, separately identifiable
business or the acquiring company 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.
(d) If payment for a semiannual period is overdue, such payment 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 quoted
for the last day of such semiannual period by leading U.S. banks in New
York City during delinquency. If the amount of such charge exceeds the
maximum permitted by law, such charge shall be reduced to such maximum.
ARTICLE III
TERMINATION
3.01 Breach
In the event of a breach of this Agreement by either party, the other party
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 the
period of such notice all breaches specified therein shall have been
remedied. Exercise of the right of either party to terminate this
Agreement pursuant to this Section 3.01 shall be subject to challenge in
accordance with Section 4.08, in which case the effectiveness of such
termination shall be determined by the Dispute Resolution process defined
in Section 4.08.
3.02 Voluntary Termination
By written notice to the other party, either party 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
(a) If a company ceases to be a RELATED COMPANY of a party, licenses
and rights granted hereunder with respect to patents of such company on
inventions made prior to the date of such cessation, shall not be affected
by such cessation.
(b) Any termination of licenses and rights of a party under the
provisions of this Article III shall not affect such party's licenses,
rights and obligations with respect to any LICENSED PRODUCT made prior to
such termination, and shall not affect the other party's licenses and
rights (and obligations related thereto) hereunder.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.01 Disclaimer
Neither party 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, rights and warranties herein expressly
granted.
4.02 [ * ]
4.03 Addresses
(a) Any notice or other communication hereunder shall be sufficiently
given to CENTIGRAM when sent by certified mail addressed to Centigram
Communications Corporation, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attn: President, or to LUCENT when sent by certified mail addressed
to Contract Administrator, Intellectual Property Business, Lucent
Technologies Inc., Suite 105, 14645 N.W. 77th Avenue, Miami Lakes, Florida
33014, United States of America. Changes in such addresses may be
specified by written notice.
(b) Payments by CENTIGRAM shall be made to LUCENT at Sun Trust, ▇.▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America.
Alternatively, payments to LUCENT may be made by bank wire transfers to
LUCENT's account: Lucent Technologies Licensing, Account No. ▇▇▇-▇-▇▇▇▇▇▇,
Swift Code: ▇▇▇▇▇▇▇▇, ABA Code: ▇▇▇▇▇▇▇▇▇, at Chase Manhattan Bank, N.A.,
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America.
Changes in such address or account may be specified by written notice.
4.04 Taxes
(a) CENTIGRAM shall bear all taxes, duties, levies, or similar charges
("taxes"), including interest and penalties thereon, however designated,
imposed as a result of the operation or existence of this Agreement,
including taxes which CENTIGRAM is required to withhold or deduct from
payments to LUCENT, except (i) any net income tax imposed upon LUCENT by
any governmental entity within the United States (the fifty (50) states and
the District of Columbia), and (ii) any tax imposed upon LUCENT by
jurisdictions outside the United States if such tax is allowable as a
credit against the United States income taxes of LUCENT or is actually
fully usable as a credit toward the income taxes of LUCENT in the
jurisdiction in which the tax is imposed. In order for the exception in
(ii) to be effective, CENTIGRAM must furnish to LUCENT evidence sufficient
to satisfy the United States or other country's taxing authorities that
such taxes have been paid. Such evidence must be furnished to LUCENT
within sixty (60) days of CENTIGRAM's actual receipt thereof from the local
taxing authority.
(b) If CENTIGRAM is required to bear a tax, duty, levy, or similar
charge pursuant to (a) above, CENTIGRAM shall pay such tax, duty, levy or
similar charge and any additional amounts as are necessary to ensure that
the net amounts received by LUCENT hereunder after all such payments or
withholdings equal the amounts to which LUCENT is otherwise entitled under
this Agreement as if such tax, duty, levy or similar charge did not apply.
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 sets 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 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) There may be countries in which a party hereto may have, as a
consequence of this Agreement, rights against infringers of the other
party's patents licensed hereunder. Each party hereby waives any such
right it may have by reason of any third party's infringement or alleged
infringement of any such patents.
(c) CENTIGRAM 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 RELATED COMPANIES, any agreements wherein sublicenses are granted by
it under LUCENT's PATENTS. CENTIGRAM 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
In the event a dispute or disagreement (hereinafter called "Dispute")
arises between the parties in connection with the interpretation of any
provision of this Agreement or the compliance or noncompliance therewith,
or the validity or enforceability thereof, or the performance or
nonperformance of either party to the Agreement, the following Dispute
resolution process shall be followed by the parties:
(a) A dispute will be deemed to have arisen upon the delivery of a
written "Dispute Notice" advising of the nature of the dispute. Upon such
delivery, the parties agree to attempt to resolve the Dispute in a prompt
and expeditious manner. Except for the Notice of Dispute, all
communications between the parties will be on a without prejudice basis.
(b) If the parties have not been able to resolve the Dispute in a
prompt and expeditious manner after delivery of the Dispute Notice, either
party may at any time thereafter request by written notice to the other
that the dispute be escalated to Senior Management.
(c) In the event a request is made under (b) hereinabove, each party
shall make available the senior executives specified in this subparagraph
who shall meet within fifteen (15) business days after such request is made
at the offices of the party which received the request to attempt to
resolve the Dispute. The Senior Management for each party is as follows:
Centigram Communications Corporation
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Financial Officer
Lucent Technologies Inc.
Contract Manager
Intellectual Property Business
Either party may change the Senior Management appointee upon prior written
notice to the other.
(d) In case such Dispute is not settled amicable by Senior
Management within forty-five (45) days of escalation to Senior Management,
such Dispute will be arbitrated by an Arbitration Board acting in
accordance with the rules of The American Arbitration Association, whose
decision will be final and binding upon the parties. The Arbitration Board
will consist of the person or persons that the parties may agree on and in
default of agreement within twenty (20) days following the expiration of
the above-mentioned forty-five (45) day period, each of the parties in
dispute shall nominate one member to serve on the Arbitration Board and
shall give notice to the other party of the name of its nominee. If one
party fails to give this notice within the later of fifteen (15) days after
the other party has done so or sixty (60) days of escalation to Senior
Management, then the member nominated by the other party shall constitute
the Arbitration Board. If each party gives this notice, then the two
members so nominated by agreement shall select a third member who shall be
Chairman. If the original two members are unable to agree upon a third
member within thirty (30) days after the second notice has been given, then
either party may apply to a Judge of an appropriate Court of the
jurisdiction in which the arbitration will take place to appoint the third
member who shall be unconditionally accepted by both parties. The place of
arbitration for disputes for which arbitration is initiated by LUCENT will
be San ▇▇▇▇ or Palo Alto, California (to be selected by CENTIGRAM) and the
place of arbitration for disputes for which arbitration is initiated by
CENTIGRAM will be New York, New York. Each member shall have knowledge of
and experience in the telecommunications and/or voice mail industry and
shall determine issues of arbitrability but may not limit, expand or
otherwise modify the terms of the agreement. The arbitration hearing will
commence within sixty (60) days after appointment of the Arbitration Board
is done.
(e) Expenses related to the compensation and expenses of the
Arbitration Board will be borne equally by the parties.
(f) Each party shall bear the cost of preparing its own case.
However, the Arbitration Board will have the right to include in the award
the prevailing party's costs of arbitration and reasonable fees of
attorneys, accountants, engineers and other professionals incurred by it in
connection with the arbitration.
(g) Any award made (i) shall be a holding for or against a party and
affording such remedy as is deemed equitable, just and within the scope of
the agreement; provided that any monetary award be accompanied by an
accounting summary sufficient to assure that the provisions of this
Agreement, including subsection (k) of this Section 4.08 set forth below,
have been followed; (ii) shall be without findings as to issues of patent
validity and/or infringement; (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 arbitrators; and (v) may be
entered in any court of competent jurisdiction within the continental
United States.
(h) 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.
(i) The agreement shall be interpreted in accordance with the laws
of the State of New York exclusive of its conflict of laws provisions.
(j) A request by a party to a court for interim measures shall not
be deemed a waiver of the obligation to mediate and arbitrate.
(k) 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.
(l) The parties, their representatives, other participants and the
mediator and arbitrator shall hold the existence, content and result of any
activities under this Section 4.08 in confidence except to the extent
required for enforcement of any award in a court of law or defense of such
court action alleging improprieties in the arbitration process.
4.09 Releases
(a) In consideration of [ * ] and other good and valuable
consideration paid by CENTIGRAM to LUCENT, and subject to the receipt
thereof, LUCENT, for itself and for its present RELATED COMPANIES, hereby
releases CENTIGRAM, its present RELATED COMPANIES, all of the present and
former directors of such companies, and all customers (purchasers and
users) of products of the kinds herein licensed as of the effective date
hereof to CENTIGRAM, from all claims, demands and rights of action which
LUCENT or any of its present RELATED COMPANIES may have on account of any
infringement or alleged infringement of any patent issued in any country of
the world by reason of the manufacture or any past or future use, lease,
sale or importation of any of such products which, prior to the effective
date hereof, were manufactured by or for, or used, furnished or imported by
CENTIGRAM or any of its present RELATED COMPANIES. The releases granted in
this Section 4.09(a) with respect to any of CENTIGRAM's present RELATED
COMPANIES cover any such company for all time periods prior to its becoming
a RELATED COMPANY of CENTIGRAM.
(b) CENTIGRAM, for itself and for its present RELATED COMPANIES,
hereby releases LUCENT, both in its present form and as part of AT&T Corp.,
LUCENT's present RELATED COMPANIES, all of the present and former directors
of such companies, and all customers (purchasers and users) of products of
the kinds herein licensed as of the effective date hereof to LUCENT, from
all claims, demands and rights of action which CENTIGRAM or any of its
present RELATED COMPANIES may have on account of any infringement or
alleged infringement of any patent issued in any country of the world by
reason of the manufacture or any past or future use, lease, sale or
importation of any of such products which, prior to the effective date
hereof, were manufactured by or for, or used, furnished or imported by
LUCENT, both in its present form and as part of AT&T Corp., or any of its
present RELATED COMPANIES. The releases granted in this Section 4.09(b)
with respect to any of LUCENT's present RELATED COMPANIES cover any such
company for all time periods prior to its becoming a RELATED COMPANY of
LUCENT.
4.10 Confidentiality
Neither party shall disclose any of the terms and conditions (including but
not limited to payments) of this Agreement without the written consent of
the other party, unless such disclosure is:
(i) in response to a valid order of a court or other governmental
body of the United States or any political subdivision thereof;
provided, however, that the disclosing party shall have given
prior notice to the other party and made a reasonable effort to
obtain a protective order requiring that the information so
disclosed be used only for the purposes for which the order was
issued; or
(ii) otherwise required by law, including but not limited to
disclosures required by securities laws or regulations; or
(iii) necessary to establish rights under this Agreement; or
necessary for use by outside accountants and legal counsel.
Notwithstanding (ii) and (iii), each party shall take reasonable steps to
preclude the release of the financial terms of this Agreement such as, for
example, filing this Agreement in confidence with the Securities and
Exchange Commission (SEC), and deleting the financial terms therefrom in
any copy, if any, made available to the public.
4.11 Counterparts
This Agreement may be executed in counterparts, which taken together shall
constitute one document.
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:
▇. ▇. ▇▇▇▇▇▇
Vice President - Intellectual Property
Date:
CENTIGRAM COMMUNICATIONS CORPORATION
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Date:
THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY
IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED
REPRESENTATIVES OF BOTH PARTIES.
DEFINITIONS APPENDIX
GENERAL DEFINITIONS:
[ * ]
CENTIGRAM's PATENTS means [ * ]
LICENSED PRODUCT means, as to any grantee, any product (including any
specified combination of other products) listed for such grantee in Section
1.01.
LIMITED PERIOD means the period commencing on the effective date of this
Agreement and having a duration of [ * ]
LUCENT's PATENTS means [ * ]
RELATED COMPANIES of a company are SUBSIDIARIES of the company and any
other company so designated in writing signed by LUCENT and CENTIGRAM.
SEMIANNUAL PERIOD of any year means a twenty-six (26) or twenty-seven (27)
week interval. The first SEMIANNUAL PERIOD of any year commencing thirteen
weeks before the Saturday closest to October 31st of that year and ending
thirteen weeks thereafter and the second SEMIANNUAL PERIOD of that year
commencing at the end of the first SEMIANNUAL PERIOD of that year and
ending thirteen (13) weeks after the Saturday closest to October 31st of
the next year.
[ * ]
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.
? Any term in capital letters which is defined in the Definitions Appendix shall
have the meaning specified therein.
[ * ] An asterisk indicates that certain material has been omitted pursuant to
an application for confidential treatment. The omitted material has been
separately filed with the Securities and Exchange Commission.