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Exhibit 10.2
FORM OF LICENSE AGREEMENT
LICENSE AGREEMENT (this "Agreement"), dated as of
____________, 1998, is between American Banknote Corporation ("Parent"), a
Delaware corporation, and American Bank Note Holographics, Inc. ("ABNH"), a
Delaware corporation.
WHEREAS, Parent, a public company whose common shares are
traded on the New York Stock Exchange, directly owns 100% of the issued and
outstanding shares of common stock of ABNH;
WHEREAS, the Board of Directors of Parent has determined that
it is appropriate and desirable for Parent to sell for its account by means of
an initial public offering by ABNH all of the shares of ABNH common stock owned
by Parent (the "IPO");
WHEREAS, Parent and ABNH are parties to a Separation
Agreement, dated as of [ ], 1998 (the "Separation Agreement"), which sets forth
certain agreements between the parties in connection with the Separation (as
defined in the Separation Agreement); and
WHEREAS, Parent and ABNH have determined that is necessary and
desirable to make certain agreements regarding intellectual property owned by
the parties together or singly for the continued operation of their respective
businesses;
NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties hereto agree as follows:
1. Capitalized terms used and not otherwise defined herein will have
the respective meanings set forth in the Separation Agreement.
2. For a term commencing on the Closing Date and continuing for a
period of one year thereafter (the "Agreement Term"), Parent grants to ABNH the
non-exclusive right to use of the "American Bank Note" name in connection with
the business currently conducted by ABNH and any other business conducted by
ABNH within the holography industry. An annual fee of $1.00 per year will be
payable at the commencement of the Agreement Term from ABNH to Parent. The
Agreement Term will be automatically renewed for consecutive one-year periods at
the end of each Agreement Term.
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3. ABNH agrees not to use the name "American Bank Note" or any
variation thereof in connection with any company, business, enterprise or
venture outside of the holography industry, and not to sublicense such name to
any third parties.
4. Parent hereby grants to ABNH a perpetual, paid-in-full, royalty-free
license for any patents, trademarks or proprietary technology used by ABNH in
its business, and ABNH hereby grants to Parent and each of its subsidiaries a
perpetual, paid-in-full royalty-free license for any patents, trademarks or
proprietary technology used by Parent or any of its subsidiaries in their
respective businesses. Each such license is granted by the granting party in
consideration of the grant of license from the other party, notwithstanding that
the term of any patent rights, trademark rights or proprietary technology
granted by one party may not correspond to the term of any patent rights,
trademark rights or proprietary technology rights being granted by the other
party.
5. This Agreement shall automatically be terminated in the event that
the Separation Agreement is terminated and the IPO abandoned prior to the
Closing Date. In the event of such termination, neither party shall have any
liability of any kind to the other party.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the principles of conflicts
of laws thereof. This Agreement may not be modified or amended except by an
agreement in writing signed by the parties hereto. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
and their respective successors and permitted assigns. This Agreement may not be
assigned by either party without the written consent of the other party. This
Agreement, and the Separation Agreement and the other agreements and documents
referred to in the Separation Agreement, constitute the entire agreement between
the parties with respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to such subject
matter. All notices and other communications hereunder shall be in writing and
shall be delivered by hand or mailed by registered or certified mail (return
receipt requested) to the parties at the following addresses (or at such other
address for either party as such party may specify by like notice to the other
party) and shall be deemed given on the date on which such notice is actually
received:
If to Parent, to: Secretary
American Banknote Corporation
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If to ABNH, to: Secretary
American Bank Note
Holographics, Inc.
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IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be duly executed by its duly authorized officer as of the day and
year first above written.
AMERICAN BANKNOTE CORPORATION
By:_______________________________
Name:
Title:
AMERICAN BANK NOTE HOLOGRAPHICS, INC.
By:_______________________________
Name:
Title:
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