OEM AGREEMENT

 

     This OEM Agreement ("Agreement") is entered into as of November 22, 1994,

("Effective Date"), between CEMAX, Inc., a California corporation with principal

offices at 47281 Mission Falls Court, Fremont, California 84539 ("CEMAX"), and

Minnesota Mining and Manufacturing Company, a Delaware corporation with

principal offices at 3M Center, St. Paul, Minnesota 55144 ("3M").

 

In consideration of the mutual promises contained herein, the parties agree as

follows:

 

1.   DEFINITIONS

 

     (a) "Software" means the CEMAX software products listed in Exhibit A of

this Agreement in machine executable object code format only, together with

error corrections or other modifications provided to 3M by CEMAX pursuant to

this Agreement. Software may be changed or added by CEMAX, at its sole

discretion, provided that CEMAX gives ninety (90) days prior written notice to

3M. All Software will bear the 3M brand name and meet the 3M brand labeling

requirements stated in Exhibit B.

 

     (b) "Reproduced Software" means the CEMAX software products listed in

Exhibit A of this Agreement, together with error corrections or other

modifications provided to 3M by CEMAX pursuant to this Agreement, and reproduced

by 3M under the terms of this Agreement. All Reproduced Software will bear the

3M brand name and meet the 3M brand labeling requirements stated in Exhibit B.

 

     (c) "Hardware" means the CEMAX hardware listed in Exhibit C of this

Agreement sold to 3M under the terms of this Agreement.

 

     (d) "Subsystems" means the Software, Hardware, and hardware purchased

either by 3M or CEMAX, which CEMAX will integrate and will meet the then current

specifications stated in Exhibit D. All Subsystems will bear the 3M brand name

and meet the 3M brand labeling requirements stated in Exhibit B.

 

     (e) "Products" means Software, Reproduced Software, Hardware and

Subsystems.

 

     (f) "System" means an Image Management System marketed by 3M consisting of

Products and 3M products in various combinations.

 

     (g) "Update" means a change or changes to a Product which corrects errors,

improves performance or seviceability, and/or makes other changes that are

typically of no additional charge to the end-user.

 

2.   LIMITATIONS ON 3M'S RIGHTS TO THE PRODUCTS, SOFTWARE LICENSES

 

     (a) 3M CERTIFICATION.  3M certifies that each Product purchased under this

Agreement will be either:

 

          (i) incorporated by 3M into a System that 3M assembles, for sale,

     lease or other use, in the regular course of 3M's business;

 

          (ii) sold by 3M directly to the end user thereof;

 

          (iii) sold to the end user thereof through 3M's customary distribution

     channels, without integration of the Product into any System, or any other

     value added, by any third party in the distribution channel; or

 

          (iv) used by 3M for internal System development and testing.

 

3M further certifies that Systems into which each Product is incorporated by 3M

will include the addition of hardware and/or software supplied by 3M which

represents a significant enhancement and transformation of the Product (with

regard to both value and function). 3M agrees that Products intended for other

purposes shall not be purchased under this Agreement.

 

     (b) LICENSE TO 3M FOR SOFTWARE.  CEMAX hereby grants to 3M a nonexclusive,

nontransferable, royalty-free (except for the Fees payable to CEMAX) license to

demonstrate and sublicense the Software in machine executable object code format

worldwide in exercising 3M's rights and carrying out 3M's obligations under this

Agreement. The foregoing license shall terminate on the termination of this

Agreement for any reason.

 

     (c) LICENSE TO 3M FOR REPRODUCED SOFTWARE.  CEMAX hereby grants to 3M a

nonexclusive, nontransferable, royalty-free (except for the Fees payable to

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