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Document Preview Agreement and License |
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Title: |
Agreement and License |
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Entities: |
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Date: |
2000 |
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Size: |
Preview shows 4KB of 18KB total |
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Price: |
$39 |
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ID: |
#1402691 |
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<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AGREEMENT AND LICENSE
<TEXT>
AGREEMENT AND LICENSE
THIS AGREEMENT AND LICENSE (this "Agreement") is made and entered into
as of August 25, 2000 between California Amplifier, Inc. ("Supplier"), and
Telaxis Communications Corporation ("Telaxis").
RECITALS
A. Supplier and Telaxis previously entered into a Supply Agreement,
dated October 14, 1999 (the "Supply Agreement"), pursuant to which Supplier was
going to manufacture Telaxis' existing broadband wireless transceiver and design
a lower-cost broadband wireless transceiver for Telaxis.
B. Supplier and Telaxis desire to terminate the Supply Agreement on
the terms and conditions set forth herein and provide for Telaxis receiving
rights to certain Supplier property.
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration and in reliance upon the covenants, limitations
and agreements hereinafter set forth, the parties hereto do hereby agree as
follows.
1. Termination of Supply Agreement.
-------------------------------
(a) The Supply Agreement is hereby terminated.
(b) Each of Telaxis and Supplier hereby releases and
discharges the other, and their respective affiliates, directors, officers,
employees, agents, successors and assigns (collectively, "Related Persons"),
from any and all claims, demands, causes of action, obligations, agreements, and
liabilities whatsoever, both at law and in equity, which one party now has, has
ever had or may hereafter have against the other party or the other party's
Related Persons on account of or arising out of the Supply Agreement. Each of
Telaxis and Supplier hereby irrevocably covenants to refrain from, directly or
indirectly, asserting any claim or demand, or commencing, instituting or causing
to be commenced, any proceeding of any kind against any released party based
upon any matter purported to be released by this Section 1(b).
2. Grant of License; Intellectual Property Issues.
----------------------------------------------
(a) Supplier hereby grants Telaxis (i) a non-exclusive,
irrevocable, perpetual, worldwide, nontransferable, royalty-free license,
without right to sublicense, to use and copy the Work Product (as defined in
Section 3(a) below) solely for the purpose of designing, developing,
manufacturing and testing millimeter-wave transceivers and any other products or
devices developed using, based on or incorporating any of the Work Product that
transmit and/or receive at a frequency in excess of twelve gigahertz and (ii) a
non-exclusive, irrevocable, perpetual, worldwide, transferable, royalty-free
license, with right to sublicense, to develop, design, make, use, import, copy,
modify, license, offer to sell, sell, lease and otherwise distribute the Product
(as defined in Section 3(a) below) and any other products or devices developed
using, based on or incorporating the Work Product that transmit and/or receive
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