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Exhibit 3.8
LICENSE AGREEMENT
BY AND BETWEEN
TRW SPACE & ELECTRONICS GROUP
ONE SPACE PARK
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AND
RF MICRO DEVICES, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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TRW/RF Micro Devices
License Agreement
November 15, 1999
LICENSE AGREEMENT
THIS AGREEMENT, made and entered into as the 15th day of
November, 1999 by and between the Space & Electronics Group of TRW Inc., an Ohio
corporation, having offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter "Licensor") and RF Micro Devices, Inc., a North Carolina
corporation, having offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ (hereinafter "Licensee").
WHEREAS, Licensor has developed, designed and manufactured certain
kinds of gallium arsenide heterojunction bipolar transistors, and possesses
patents rights and technical information and know-how relating thereto; and
WHEREAS, Licensee has an existing license from Licensor to design,
manufacture and sell GaAs heterojunction bipolar transistors and products
incorporating such GaAs heterojunction bipolar transistors under Licensor's
patent rights and to receive technical assistance relating thereto in certain
specified fields of use; and
WHEREAS, Licensee desires to obtain from Licensor an additional license
under Licensor's patent rights and technical information relating to such GaAs
heterojunction bipolar transistors for further specified fields of use; and
WHEREAS, Licensor is willing to grant such license for additional
specified fields of use.
THEREFORE, in consideration of the mutual promises herein contained and
the mutual benefits to be derived therefrom, Licensor and Licensee agree as
follows:
ARTICLE 1
DEFINITIONS
The following words and phrases shall have the meanings set forth below
unless the context requires a different meaning:
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TRW/RF Micro Devices
License Agreement
November 15, 1999
1.1 AGREEMENT: This Agreement.
1.2 COMMERCIAL: Involving the transfer or sale of products where the
transaction does not require qualification of the product to relevant
specifications in, for example, mil-m-38510, mil-std-883, mil-i-38534,
mil-i-38535 or similar specifications and subsequent versions issued by any
agency of the United States government.
1.3 EFFECTIVE DATE: November 15, 1999.
1.4 EXISTING AGREEMENT: The License and Technical Assistance Agreement
between Licensor and Licensee dated June 6, 1996 related to the Licensor's HBT
and molecular beam epitaxy processes.
1.5 EXISTING TRW GAAS HBT PATENT RIGHTS: Licensor's presently existing
patents and filed patent applications, and any patent and patent applications
filed by Licensor after the Effective Date to protect inventions relating to
GaAs HBTs conceived or first actually reduced to practice prior to the Effective
Date, and any United States and foreign patents which issue from any
continuations, continuations-in-part, divisionals or substitutions thereof, and
all extensions, reexaminations, renewals and reissues therefrom, and all rights
to bring an action against any person to recover damages or profits resulting
from infringement of the foregoing.
1.6 FUTURE TRW GAAS HBT PATENT RIGHTS: Licensor's United States and
foreign patents and patent applications filed by Licensor to protect inventions
relating to GaAs HBTs conceived subsequent to the Effective Date, and any United
States and foreign patents which issue from any continuations,
continuations-in-part, divisionals or substitutions thereof, and all extensions,
reexaminations, renewals and reissues therefrom, and all rights to bring an
action against any person to recover damages or profits resulting from
infringement of the foregoing.
1.7 GAAS HBT: A heterojunction bipolar transistor having a base,
emitter and collector formed on a substrate of gallium arsenide, and the
manufacturing process utilized for forming such transistors on the gallium
arsenide substrate.
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TRW/RF Micro Devices
License Agreement
November 15, 1999
1.8 HBT TECHNICAL INFORMATION: All documentation, know-how, software or
other information of Licensor relating to Licensor's GaAs HBT, whether or not it
is considered proprietary or a trade secret by Licensor including, without
limitation, data and information contained in reports, documents, computer
programs, drawings and graphs, schematics, manuals, files and notes in any
medium or representation, electronic or otherwise.
1.9 LICENSED FIELD: The design, development, manufacture, use, testing,
sale, marketing, service, and repair of Licensed Products, including the sale of
spare parts for or spare complete Licensed Products by Licensee, for Commercial
customers for the generation, transmission, reception, conversion, tuning or
other conditioning of voice, data or other information via coaxial cable,
twisted pair, or other wired or combination wireless and wired transmission
systems but only if the wireless transmission system operates on signals having
a frequency of less than ten (10) gigahertz. The term specifically excludes,
without limitation, the design, development, manufacture, use, testing, sale,
marketing, service and repair of Licensed Products for use in fiber optic
transmission systems.
1.10 LICENSED PRODUCTS: Any GaAs HBT products where the emitter of the
GaAs HBT has a width of between One (1) and Three (3) microns inclusive.
1.11 PATENT RIGHTS: Existing TRW GaAs HBT Patent Rights and Future TRW
GaAs HBT Patent Rights.
1.12 TRANSFER: any mortgage, pledge, transfer, sale, assignment or
other disposition, whether voluntary, by operation of law (including by merger)
or otherwise, of a party's rights hereunder.
ARTICLE 2
LICENSE
2.1 LICENSE: Licensor hereby grants to Licensee, subject to the terms
and conditions of this Agreement, a fully paid up, royalty free worldwide right
and license under Existing TRW GaAs HBT Patent Rights, Future TRW GaAs HBT
Patent Rights and to HBT Technical Information to design, develop, manufacture,
use, test, sell, market, service, and repair Licensed Products in the Licensed
Field.
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License Agreement
November 15, 1999
2.1.1 The license granted in this Section 2.1 shall be a
non-exclusive license for Licensed Products in the Licensed Field.
2.1.2 The license granted in this Section 2.1 shall be
perpetual, subject to the provisions of Article 8 relating to
termination and Article 11 relating to default of this Agreement.
2.1.3 The license granted in this Section 2.1 is effective as
of the Effective Date.
2.1.4 Licensee shall have the right to assign the licenses to
utilize Existing TRW GaAs HBT Patent Rights, Future TRW HBT Patent
Rights and HBT Technical Information granted in this Section 2.1 to
responsible parties, but only in accordance with the provisions of
Article 13 herein.
2.1.5 Licensee shall not have the right to grant sublicenses
under the licenses to utilize Existing TRW GaAs HBT Patent Rights,
Future TRW HBT Patent Rights and HBT Technical Information granted in
this Section 2.1
2.1.6 The license granted in this Section 2.1 to utilize HBT
Technical Information in the Licensed Field is a continuing license
that extends automatically without any further action on the part of
Licensor or Licensee to (i) any modification, update, change or other
improvement to the HBT Technical Information that is made by Licensor
after the Effective Date; and (ii) any discovery, development or other
invention made by Licensor after the Effective Date that constitutes
new HBT Technical Information.
2.2 FUTURE TECHNOLOGIES: Except for the Future TRW GaAs HBT Patent
Rights, or as specified in Section 2.1.6, rights and licenses to future TRW
technologies applicable to the Licensed Products are not granted to Licensee by
this Agreement. Commencing on the Effective Date and continuing until ten (10)
years from the Effective Date, rights and licenses to the Patent Rights, the HBT
Technical Information, and other TRW future technologies applicable to the
Licensed Products not granted to Licensee by this Agreement or the Existing
Agreement shall be offered to Licensee by Licensor on the following terms and
conditions:
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License Agreement
November 15, 1999
2.2.1 Licensor shall deliver a notice to Licensee stating its
bona fide intention to grant rights and/or licensees to a third party
for technologies applicable to the Licensed Products, and identify the
specific technology it desires to license (the "Offered Technology")
and the terms and conditions by which it proposes to license the
Offered Technology.
2.2.2 Within forty-five (45) days after the date of such
notice, Licensee shall inform Licensor whether or not it is willing to
license the Offered Technology upon the same terms and conditions which
Licensor proposes to license the Offered Technology to the third party.
If Licensor has not received Licensee's decision by the end of the
forty-five (45) day period, it will be deemed that Licensee has decided
not to license the Offered Technology.
2.2.3 If Licensee does not elect to license the Offered
Technology in accordance with Section 2.2.2, Licensor may license the
Offered Technology to any third party upon terms which in their
entirety are no more favorable to the prospective third party than
those specified to Licensee, provided that the license is consummated
within ninety (90) days of the date of the notice to Licensee. Licensor
may, at its discretion, alter the final terms of the license to the
third party from those notified to Licensee such that, though
individual terms may be more favorable to the third party, the overall
license terms and conditions are in their entirety no more favorable to
the third party than those notified. If the final terms and conditions
are, in their entirety, considered to be more favorable to the third
party than those notified to Licensee, then Licensor must offer those
terms to Licensee in accordance with Section 2.2.2, and Licensee shall
have forty-five (45) days to elect to license the Offered Technology.
2.2.4 All obligations to grant licenses to future TRW
technologies under this Section 2.2 shall terminate ten (10) years from
the Effective Date.
2.2.5 Licensor's obligation to notify Licensee of proposed
licenses under Section 2.2.1 herein, and Licensee's opportunity to
license specified in Section 2.2.2 herein, are not applicable to
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November 15, 1999
licenses proposed to be granted by Licensor to its affiliated
companies.
2.3 EXCLUSION: Except as otherwise provided in this Agreement, the
license and rights granted hereunder shall not be interpreted as granting or
implying the grant of rights in any other invention or technical information of
either party.
2.4 MARKINGS: To the extent practical, Licensee shall provide on any
Licensed Product or component parts thereof manufactured, used or sold utilizing
any of the rights or licenses granted under this Agreement, or on the packaging
or data sheets related thereto so long as the marking is in accordance with
applicable marking provisions of United States or foreign patent laws, a legible
notice that such Licensed Product or component part is manufactured under a
license granted by Licensor. Licensee shall submit to Licensor prior to marking
any Licensed Product or component part thereof the full copy of such proposed
marking for written approval by Licensor, which approval will not be
unreasonably withheld and will be deemed given unless Licensor responds to the
contrary within ten (10) business days of such submission. No rights are granted
hereunder by either party to the other regarding their respective trade names or
trademarks.
2.5 LICENSOR RESERVATIONS: Licensor reserves unto itself the rights to
utilize Existing TRW GaAs HBT Patent Rights, Future TRW GaAs HBT Patent Rights,
and HBT Technical Information to manufacture, have manufactured, use, test,
sell, service, and repair Licensed Products in the Licensed Field and to grant
sublicenses to other parties to do so, subject to the provisions of Section 2.2.
2.6 MAINTENANCE OF PATENTS: Licensor shall retain the right to manage
and control the prosecution and maintenance of patent applications and patents
included in the Patent Rights on the basis provided in the Existing Agreement.
2.7 ENFORCEMENT OF PATENT RIGHTS:
2.7.1 If either party hereto learns at any time of any
infringement or threatened infringement by any other person of any
enforceable Patent Rights owned by or licensed to the other party
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License Agreement
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after the Effective Date, that party shall give notice of that
infringement or threatened infringement to the other party. The parties
shall then consult together as to the best course of action to pursue
in response to such potential infringement, but neither party shall be
obligated to institute legal action at its own expense. A good faith
failure by one party to provide such notice to the other party shall
not be deemed a breach of this Agreement and shall not give rise to a
right of action by other party.
2.7.2 In the event that the parties do not reach an agreement
as contemplated by Section 2.7.1 hereof as to the best course of action
to pursue with respect to a potential infringement (i) Licensor shall
have the right, but not the obligation, to institute legal action,
through counsel of its own choosing and at its sole expense, to
restrain any infringement or threatened infringement, or to recover
damages therefor, of its enforceable Patent Rights, and (ii) Licensee
shall have the right, but not the obligation, to institute legal
action, through counsel of its own choosing and at its sole expense, to
restrain any infringement or threatened infringement, or to recover
damages therefor, of its enforceable Patent Rights in the Licensed
Field. The party that bears the expenses of pursuing legal action
against a third party infringer shall be entitled to any damages, lost
profits or other monies recovered by judgment, decree, settlement,
arbitration or otherwise, resulting from such legal action.
2.7.3 In the event that one party elects to institute legal
action against a third party infringer, the other party shall fully
cooperate in the prosecution of such action including joining as a
party in suit when necessary to acquire standing to institute legal
action pursuant to this Section 2.7; provided, however, that such other
party shall be reimbursed for all reasonable out-of-pocket expenses
incurred in providing such cooperation including its reasonable legal
fees and expenses. The electing party shall reimburse the other party
for all such expenses within thirty (30) days after its receipt of an
invoice from the other party that describes such expenses in reasonable
detail, with supporting documentation as appropriate.
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License Agreement
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ARTICLE 3
HBT TECHNICAL INFORMATION
3.1 HBT TECHNICAL INFORMATION: Licensor shall not be obligated to
reduce to a tangible medium of expression any HBT Technical Information.
3.2 DELIVERY OF HBT TECHNICAL INFORMATION: The HBT Technical
Information related to Licensed Products shall be delivered to Licensee in
accordance with the provisions of the Existing Agreement, and no HBT Technical
Information shall be delivered as a result of this Agreement. Licensor shall
deliver to Licensee one legible copy of each issued patent and all patent
applications included in the Patent Rights as soon as practical after the
Effective Date, but only if such patents and patent applications are specific to
Licensed Products in the Licensed Field. Licensor shall also promptly furnish
Licensee a copy of all patent applications filed and patents issued after the
Effective Date that are included in the Patent Rights, but only if such patent
applications and patents are specific to Licensed Products in the Licensed
Field.
3.3 USE AND NONDISCLOSURE: Licensee shall not use or permit the use of
HBT Technical Information for any purpose not authorized by this Agreement or by
the Existing Agreement. Licensee shall hold in confidence, and shall not
disclose or communicate or permit to be disclosed or communicated to any third
person, any HBT Technical Information which is furnished to Licensee hereunder
except in accordance with the Existing Agreement. Licensee shall take or cause
to be taken all necessary precautions to the same extent that it would with its
own technical information, but in no event less than a reasonable standard of
care, to prevent the disclosure or communication of HBT Technical Information to
third persons.
3.4 UPDATES OF HBT TECHNICAL INFORMATION: Except as specified in the
Existing Agreement, Licensor shall be under no obligation to deliver to Licensee
any modifications or additions to HBT Technical Information.
3.5 RESTRICTIONS: The rights granted Licensee herein cover only
Licensed Products for use as licensed hereunder, and Licensee agrees that it
shall not, during the term of this Agreement, manufacture, sell, lease or
otherwise dispose of any Licensed Products or parts thereof embodying
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License Agreement
November 15, 1999
any of the Patent Rights except insofar as the application thereof is expressly
provided for under this Agreement or under the Existing Agreement.
ARTICLE 4
CONSIDERATION
In consideration of all rights, licenses, and HBT Technical Information
and benefits conferred to Licensee hereunder, Licensee has issued to Licensor
the Warrants set forth in the Cooperation Agreement between Licensor and
Licensee entered into and effective concurrently with this Agreement.
ARTICLE 5
MANUFACTURE OF LICENSED PRODUCTS
Licensee agrees to use commercially reasonable efforts to
place itself in, and to maintain, a position to manufacture, test, sell,
service, repair, and maintain Licensed Products for application in the Licensed
Field in the manner necessary to supply effectively the demand therefor.
ARTICLE 6
IMPROVEMENTS
Licensee agrees that any modifications or improvements in the Licensed
Products, Patent Rights or the HBT Technical Information made by Licensee,
including any inventions, shall be promptly made known to Licensor in the form
of drawings, written descriptions, or other data, and Licensor shall have a
royalty free, non-exclusive right to use such modifications or improvements,
including any inventions. Licensee further agrees to inform Licensor from time
to time in writing of any of Licensee's patents and patent applications relating
to such modifications, improvements or inventions. If, in countries selected by
Licensor, Licensee decides it shall not file applications for, or maintain
patents upon, Licensee's modifications, improvements or inventions, then
Licensor shall have the right to do so at its expense and such applications and
patents shall be and become its property, provided Licensee shall continue to
have
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License Agreement
November 15, 1999
the right to make use thereof on a non-exclusive basis in the Licensed
Field. Licensee shall use its best efforts to have executed such application
papers and assignments as Licensor may request in connection with such patents.
The provisions of this Article 6 shall survive termination or expiration of this
Agreement insofar as the rights of the parties to use such improvements,
modifications, inventions and patents are concerned.
ARTICLE 7
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
7.1 REPRESENTATIONS AND WARRANTIES OF LICENSOR: Except as provided for
or otherwise described in this Agreement, Licensor represents and warrants to
Licensee as follows:
7.1.1 As of the Effective Date, Licensor is the owner of all
Patent Rights and HBT Technical Information licensed in this Agreement
in existence as of the Effective Date.
7.1.2 As of the Effective Date, Licensor has all requisite
power and authority to enter into and execute this Agreement, to grant
the licenses provided herein and to perform its obligations hereunder.
7.1.3 This Agreement constitutes a legal, valid and binding
obligation of Licensor, enforceable against Licensor in accordance with
its terms.
7.1.4 Licensor has not entered into any agreement with third
parties that would conflict with the terms and conditions herein.
Neither the execution and delivery of this Agreement nor the
performance by Licensor of any of its obligations hereunder will
conflict with or result in a breach of the terms, conditions or
provisions of, or constitute a default under, the Articles of
Incorporation or By-Laws of Licensor, as amended.
7.1.5 No royalties or fees have been paid by Licensor to other
persons by reason of its ownership of the Patent Rights or HBT
Technical Information.
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License Agreement
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7.1.6 As of the Effective Date there is no pending or, to the
actual knowledge of Licensor, threatened claim, litigation or rendered
decision, judgment or holding against Licensor concerning: (i) any
claims of ownership by Licensor to any of the Patent Rights or HBT
Technical Information; (ii) the validity, registrability or
enforceability of any intellectual property rights of Licensor
associated with any of the Patent Rights or HBT Technical Information;
(iii) the license of any Patent Rights or HBT Technical Information to
Licensee; or (iv) that the Commercial manufacture, use or sale of any
Licensed Product violates the intellectual property rights of any other
person.
7.2 LICENSOR'S RIGHTS: Licensor does not make any representation or
warranty as to the validity of the Patent Rights or that the manufacture, use or
sale of Licensed Products shall not infringe the intellectual property rights of
third parties.
7.3 REPRESENTATIONS AND WARRANTIES OF LICENSEE: Except as provided for
or otherwise described in this Agreement, Licensee represents and warrants to
Licensor as follows:
7.3.1 Licensee has all requisite power and authority to enter
into and execute this Agreement and to perform its obligations
hereunder.
7.3.2 This Agreement constitutes a legal, valid and binding
obligation of Licensee, enforceable against Licensee in accordance with
its terms.
7.3.3 Licensee has not entered into any agreements with third
parties that would conflict with the terms and conditions herein.
Neither the execution and delivery of this Agreement nor the
performance by Licensee of its obligations hereunder will conflict with
or result in a breach of the terms, conditions or provisions of, or
constitute a default, under the Articles of Incorporation or By-Laws of
Licensee, as amended.
7.4 LIMITATION OF LIABILITY: Licensor does not assume any
responsibility, nor does Licensor give any warranties to Licensee, of any
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License Agreement
November 15, 1999
nature whatsoever, with respect to the ability of Licensee to construct
successfully Licensed Products using the HBT Technical Information or Patent
Rights. LICENSOR'S WARRANTY OBLIGATIONS AND LICENSEE'S REMEDIES THEREUNDER ARE
SOLELY AND EXCLUSIVELY AS STATED HEREIN.
7.5 EXCLUSION: THE WARRANTIES PROVIDED IN THIS ARTICLE 7 ARE IN LIEU OF
ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, AT LAW OR IN
EQUITY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY EXCLUDED. LICENSOR'S
WARRANTY OBLIGATIONS AND LICENSEE'S REMEDIES ARE SOLELY AND EXCLUSIVELY AS
STATED IN THIS ARTICLE 7. IN NO CASE SHALL LICENSOR OR LICENSEE BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN
CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL
OR EQUITABLE THEORY. LICENSOR DOES NOT MAKE ANY WARRANTY AS TO THE VALIDITY OR
ENFORCEABILITY OF THE PATENT RIGHTS.
ARTICLE 8
TERM AND TERMINATION
This Agreement shall commence on the Effective Date, and shall remain
in effect unless this Agreement is terminated for default in accordance with
Section 11.2.
ARTICLE 9
EXCUSABLE DELAY
9.1 NOTICE: If either Licensor or Licensee is unable to perform any of
their respective obligations as herein provided then the party whose performance
is prevented or delayed shall give the other party notice thereof as soon as
reasonably possible under the circumstances and information regarding the cause
or reason therefor.
9.2 EXCUSABLE DELAY: If either Licensor or Licensee is unable to
perform any of their respective obligations as herein provided due to any
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License Agreement
November 15, 1999
circumstances beyond its reasonable control, but not due to its negligence
(including but not limited to strikes, war, an act of God, a public enemy,
interference by any civil or military authority, inability to secure
governmental approval, materials or services or similar cause) and gives notice
to the other as provided in Section 9.1, then the time of performance of any
such obligation shall be extended for a period equal to the number of days
during which performance thereof was delayed due to such circumstances, and
during such period such party shall not be deemed in default of this Agreement.
ARTICLE 10
NOTICES AND LEGAL ADDRESSES
Except as otherwise expressly provided, all notices under this
Agreement shall be made by fax, confirmed by letter, to the fax numbers and
addresses below:
Licensee: RF Micro Devices, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
Licensor: TRW Inc.
Space & Electronics Group
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Vice President and General Manager
Telecommunication Programs Division
ARTICLE 11
DEFAULT
11.1 DEFAULT: The occurrence of one or more of the following shall
constitute a default hereunder:
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11.1.1 In the event a party fails to pay any sum due and
payable hereunder within ten (10) days after same has become due and
payable and such failure continues for fifteen (15) days after written
notice from the payee;
11.1.2 In the event Licensor is unable to fulfill its
obligations under this Agreement as a result of: (a) liens, claims,
charges or encumbrances in existence as of the Effective Date or
arising as a result of Licensor's execution or performance of this
Agreement; (b) Licensor's failure to obtain all consents, approvals or
authorizations of other persons necessary as of the Effective Date in
order to grant the licenses provided for herein; (c) Licensor's failure
to make all filings, notifications and registrations with all
governmental authorities, if any, necessary as of the Effective Date in
order to grant the licenses provided for herein; or (d) any federal,
state or local judgment, writ, decree, order, statute, rule or
regulation applicable as of the Effective Date to Licensor, the Patent
Rights or HBT Technical Information, and such inability continues for a
period of thirty (30) days after written notice from Licensee
specifying such failure, provided that if the failure be such that it
cannot with due diligence be cured within such thirty (30) day period,
then Licensor shall have such longer period, not to exceed thirty (30)
additional days, as shall be reasonably necessary to cure such failure
so long as Licensor is acting in good faith and with due diligence;
11.1.3 In the event a party fails to perform any other
material covenant or obligation required to be performed by such party
hereunder and such failure continues for a period of thirty (30) days
after written notice from the nondefaulting party specifying such
failure, provided that if the failure be such that it cannot be cured
solely by the payment of money and cannot with due diligence be cured
within such thirty (30) day period, then the notified party shall have
such longer period, not to exceed thirty (30) additional days, as shall
be reasonably necessary to cure such failure so long as such party is
acting in good faith and with due diligence;
11.1.4 In the event a party (i) shall commence a voluntary
case or other proceeding seeking dissolution, liquidation or other
relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking
the appointment of a receiver, trustee, liquidator, custodian or other
similar official, or (ii) shall consent to any such relief or to the
appointment of, or taking possession by, such official in any voluntary
case or other proceeding commenced against it; or
11.1.5 In the event any involuntary case or other proceeding
shall be commenced against a party seeking dissolution, liquidation or
other relief with respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking
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the appointment of a receiver, trustee, liquidator, custodian or other
similar official of it or any substantial part of its property, if such
involuntary case or other proceeding shall remain undismissed and
unstayed for a period of sixty (60) days.
11.2 REMEDY: If any party is in default as specified in Section 11.1,
the party not in default may terminate this Agreement by giving the other party
thirty (30) days prior written notice of termination and pursue any other remedy
hereunder or otherwise available to it at law or in equity.
11.3 COMPENSATION: Each party hereby expressly agrees and acknowledges
that termination of this Agreement by either party for default shall not entitle
the other party to any termination compensation or to any payment in respect of
any goodwill established during the term of this Agreement or render the party
liable for damages on account of any loss of prospective profits or on account
of any expenditure, investment or obligation incurred or made by the parties, or
otherwise.
11.4 PERFORMANCE AFTER DEFAULT TERMINATION: If this Agreement is
terminated for default, whether due to the default of Licensor or otherwise,
Licensee shall discontinue the use of the Patent Rights, and HBT Technical
Information and shall return to Licensor all HBT Technical Information furnished
to or otherwise made available to Licensee hereunder.
ARTICLE 12
SURVIVAL OF OBLIGATIONS
Other provisions hereof notwithstanding, the obligations of Licensor
and Licensee under Articles 6 and 7 and Section 3.3 shall survive the
termination and expiration of this Agreement.
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ARTICLE 13
SUBLICENSES, ASSIGNMENTS AND TRANSFERS
13.1 COMPLIANCE WITH ASSIGNMENT RESTRICTIONS: Neither party may
sublicense or Transfer any of its rights or obligations under this Agreement in
whole or in part or delegate any of its obligations or duties hereunder to any
person except upon compliance with this Article 13.
13.2 LICENSEE TRANSFER OF LICENSE: Licensee may Transfer its license
rights under Section 2.1 to any person or organization but only in connection
with the sale or Transfer of substantially all of the assets of Licensee
pertaining to the use of Licensed Products in the Licensed Field. The Transfer
of the license, when permitted, shall be notified to Licensor by delivering to
Licensor a written undertaking executed by the transferee under which such
transferee acknowledges that the rights it is acquiring from Licensee are
limited to the Licensed Field in accordance with this Agreement.
13.3 EFFECT OF NON-COMPLIANCE: Any purported sublicense or Transfer in
contravention of this Agreement shall be null and void and of no force or
effect.
ARTICLE 14
MISCELLANEOUS
14.1 HEADINGS: The headings and titles to the Articles and Sections of
this Agreement are inserted for convenience only and shall not be deemed a part
hereof or affect the construction or interpretation of any provision hereof.
14.2 REMEDIES: Unless otherwise expressly provided herein, the rights
and remedies hereunder are in addition to, and not in limitation of, other
rights and remedies under the Agreement, and exercise of one right or remedy
shall not be deemed a waiver of any other right or remedy.
14.3 MODIFICATION - WAIVER: No cancellation, modification, amendment,
deletion, addition or other change in this Agreement or any provision hereof, or
waiver of any right or remedy herein provided, shall be
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18
TRW/RF Micro Devices
License Agreement
November 15, 1999
effective for any purpose unless specifically set forth in a writing signed by
the party to be bound thereby and specifically referencing this Agreement. No
waiver of any right or remedy in respect of any occurrence or event on one
occasion shall be deemed a waiver of such right or remedy in respect of such
occurrence or event on any other occasion.
14.4 ENTIRE AGREEMENT: This Agreement supersedes all other agreements,
oral or written, heretofore made with respect to the subject hereof and the
transactions contemplated hereby and, in conjunction with the Existing Agreement
and the Cooperation Agreement to be executed concurrently with this Agreement,
contains the entire agreement of the parties.
14.5 CONTROLLING LAW: All questions concerning the validity and
operation of this Agreement and the performance of the obligations imposed upon
the parties hereunder shall be governed by and construed in accordance with the
laws of the State of California, United States of America applicable to
contracts entered into and wholly to be performed in the State of California.
14.6 SUCCESSORS AND ASSIGNS: The provisions of this Agreement shall be
binding upon and inure to the benefit of Licensor and Licensee and their
respective successors and assigns, but this provision shall not be deemed to
expand or otherwise affect the limitations on assignment and sublicensing set
forth in Article 13 .
14.7 COUNTERPARTS: This Agreement has been executed in several
counterparts, each of which shall be deemed to be an original copy hereof.
14.8 GOVERNMENT REGULATIONS: This Agreement is subject to all the laws
and regulations, and other administrative acts, now or hereinafter in effect, of
the United States Government and its departments and agencies. HBT Technical
Information, any Licensed Product, component, or spare part, are not authorized
to be directly or indirectly sold, leased, released, assigned, transferred,
conveyed, or in any manner disposed of in or to any country where such sale,
lease, assignment, transferal, conveyance or use, is regulated by the United
States Government without first obtaining any necessary approvals of the United
States Government.
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19
TRW/RF Micro Devices
License Agreement
November 15, 1999
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first set forth above.
TRW Inc.
Space & Electronics Group
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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RF Micro Devices, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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