EXHIBIT A
LICENSE AGREEMENT
INFRARED ENHANCED VISION SENSOR SYSTEM
THIS AGREEMENT is made this day of July, 1997, b and between
Infrared
Systems International, Inc., a corporation organized and existing
under the
laws of the State of Nevada, having a business address at Suite
419, P.O.
Box 7000, Palos Verde Estates, California 90274 ("ISI" or
"Licensor") a
KOLLSMAN, INC., a corporation organized and existing under the laws
of the
State of D having a business address at 220 Daniel Webster
Highway,
Merrimack, NH 03054-4844 ("KOLLSMAN" Or "Licensee").
WHEREAS, ISI has acquired a non-exclusive license and an agreement
in
principal for an exclusive license from Hughes Aircraft Co.
(HUGHES), the
owner of U.S. Patent No. 5,534,694, titled "INFRARED IMAGING SYSTEM
FOR
ENHANCING THE PERCEPTION OF A SCENE BY A VEHICLE OPERATOR," and
which
provides for the rights to make, have made, use, sell and have
sold
products for commercial aircraft covered under the claims of this
patent
and HUGHES Proprietary Data; and
WHEREAS, ISI represents that it has further developed a design for
an
infrared aircraft landing aid system including additional ISI
Technical
Knowhow, ISI Proprietary Data, and ISI marketing contacts; and
WHEREAS, 1ST has further acquired from HUGHES the rights to
sublicense and
desires to sublicense to KOLLSMAN; and
WHEREAS, KOLLSMAN seeks the right to develop, make, have made, use,
sell
and have sold as infrared landing aid system, a part of which is or
may be
covered by said HUGHES patent, HUGHES Proprietary Data, and IS!
Proprietary
Data and Technical Knowhow;
NOW, THEREFORE, 1ST and KOLLSMAN (the "Parties") agree as
follows:
ARTICLE I: DEFINITIONS
Section 1.1 "Licensed Patents" - shall mean any patents issuing
from the
HUGHES Patent Applications, serial no. 071894, 143 files on June 4,
1992
and 300,895 filed September 6, 1994, both entitled "INFRARED
IMAGING SYSTEM
FOR ENHANCING THE PERCEPTION OF A SCENE BY A VEHICLE OPERATOR," and
any
continuations or divisions thereof. This includes the U.S. Patent
No.
5,534,694 received July 9, 1996 of the same name and all reissues
and
extensions of such patents.
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Section 1.2 "HUGHES Proprietary Data" - shall mean information
licensed to
ISI which has been originated by or is peculiarly within the
knowledge of
HUGHES and is subject to protection under recognized legal
principles,
provided that no element of such information shall be considered
HUGHES
Proprietary Data after any date on which such element is shown to
be
available to the general public without fault of KOLLSMAN or
ISI.
Section 1.3 "ISI Proprietary Data" - shall mean information which
has been
originated by or is peculiarly within the knowledge of ISI and is
subject
to protection under recognized legal principles, provided that no
element
of such information shall be considered ISI Proprietary Data after
any date
on which such element is shown to be available to the general
public
without fault of KOLLSMAN.
Section 1.4 "Licensed Products" - shall mean any product or portion
thereof
which embodies any invention covered by one or more claims of the
Licensed
Patents or incorporates, utilizes or is based upon HUGHES
Proprietary Data
licensed to ISI or IS! Proprietary Data at the time of manufacture,
use or
sale of such product.
Section 1.5 "Licensed Field" - shall mean the commercial sale to
any
customer for use on any aircraft licensed to operate by the
Federal
Aviation Administration in the United States or the equivalent
regulatory
agency in the applicable or appropriate region of the world.
Section 1.6 "Affiliates" - shall mean any company of which a third
of their
voting shares are now or hereafter owned or controlled, directly
or
indirectly, by a Party, or a parent company which now or hereafter
owns or
controls, directly or indirectly, a third of the voting shares of a
Party,
or any company a third of whose voting shares are now or hereafter
owned or
controlled directly or indirectly by said parent company.
Section 1.7 "Sell" or "Sold" - shall mean and include to lease,
give,
transfer, deliver, or otherwise dispose of for consideration, or
retain for
non-experimental use by KOLLSMAN or its Affiliates, except that the
term
non-experimental use shall not apply to Marketing Demonstration or
Test
Units (the title to which is retained by KOLLSMAN).
Section 1.8 "Effective Date of this License Agreement" - shall mean
the
date first set forth above, following the completion of all of
those events
described immediately below:
(a) signature of this
License Agreement by both parties;
(b) ISI's receipt of
initial Advance Royalty Payment described under
Section 4.1(a); and,
(c) KOLLSMAN's receipt
of an originally executed copy of the License
Amendment No. 1 to be concluded between HUGHES and ISI under
the
license dated the 26th day of October 1995, evidencing ISI's
successful completion of that condition precedent described
under
Article V (Section 5.1).
ISI I KOLLSMAN - EVS
Dec. No. LIC-97-EVS [ 15 July 97 1
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ARTICLE II: LICENSE GRANT
Section 2.1 ISI hereby grants to KOLLSMAN a worldwide, exclusive
sublicense
under
HUGHES Licensed Patents and HUGHES Proprietary Data to make, have
made,
use, Sell, and have Sold, as well as the maintenance and repair of,
the
Licensed Products for the Licensed Field only.
Section 2.2 ISI hereby grants to KOLLSMAN a worldwide, exclusive
license
for the use of IS! Proprietary Data to make, have made, use, Sell,
and have
Sold, as well as the maintenance and repair of, the Licensed
Products for
the Licensed Field only.
Section 2.3 The foregoing sublicense and license shall include the
right
for KOLLSMAN to effect an assignment to any affiliate of any and
all of
KOLLSMAN's rights and obligations as specified elsewhere herein,
subject to
the written consent of IS!. ISI's approval shall not be
unreasonably
withheld.
Section 2.4 IS! Represents and warrants that it is the owner of the
above
referenced License from HUGHES for Licensed Products and that it
has the
right to grant the rights and sublicenses described in this
Agreement.
Section 2.5 No rights or licenses are granted herein to KOLLSMAN,
expressly
or by implication, under any patents, applications for patents,
designs, or
proprietary information, other than the rights and sublicenses
granted in
Sections 2.1, 2.2, and 2.3 of this Article II.
Section 2.6 No rights or licenses are granted herein to KOLLSMAN,
expressly
or by implication, to use the names "Infrared Systems
International, Inc.",
or "IS!".
ARTICLE III: DOCUMENTATION
Section 3.1 within thirty (30) days of the Effective Date of
this
Agreement, ISI agrees to provide KOLLSMAN with any HUGHES
Proprietary Data
licensed to ISI and any IS! Proprietary Data related to Licensed
Products
to the extent available, consistent with KOLLSMAN's rights in
Sections 2.1
and 2.2.
Section 3.2 For the effective period or "Term" of this Agreement,
ISI
agrees to provide KOLLSMAN with any future developed ISI
Proprietary Data
related to Licensed Products consistent with KOLLSMAN's rights in
Sections
2.1 and 2.2.
Section 3.3 ISI Proprietary Data, HUGHES Proprietary Data and
KOLLSMAN
Proprietary Data shall be treated under conditions of confidence by
each of
the other Parties. Each Party agrees to use such information only
in
furtherance of the Agreement. In the event that any of such
information is
disclosed to a third party, the disclosing Party shall cause the
third
party to execute a Nondisclosure Agreement obligating the third
party to
treat such information in confidence, and to afford at least the
same
degree of protection against unauthorized use or
ISI / KOLLSMAN - EVS
Doc. No. LIC-97-EVS [ 15 July 97 ]
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Disclosure which the third party exercises in the protection of its
own
proprietary information. All of the provisions of this Section
3.3
regarding confidentiality shall survive expiration or termination
of this
Agreement.
Section 3.4 All ISI and HUGHES proprietary material previously
provided
KOLLSMAN under the provision of the non-disclosure agreement
between ISI
and KOLLSMAN shall be included by reference in, and subject to
the
confidentiality obligations set forth under, this Agreement.
ARTICLE IV: PAYMENTS BY KOLLSMAN
Section 4.1 KOLLSMAN shall make payments to ISI as follows:
(a) A non-refundable * Initial Advance Royalty Payment of TWENTY
THOUSAND
DOLLARS and NO CENTS ($20,000.00) payable within thirty (30) days
after the
execution of this License Agreement by both parties. This Advance
Royalty
Payment shall be credited against any royalties which become due
and
payable under 4.1(c) below; and
* It is agreed this Initial Advanced Royalty Payment will only
become non-
refundable at such time that ISI actually pays this amount over to
HUGHES
under and in accordance with the License between Hughes and ISI
(dated the
26th of October 1995).
(b) An Advanced Royalty Payment of FIVE THOUSAND DOLLARS and NO
CENTS
($5,000.00) per month, payable each month starting the end of the
month
following the Effective Date of this License Agreement and
continuing until
March of 1999. However, KOLLSMAN agrees to extend this Advanced
Royalty
Payment on a month-to-month basis providing that the
technical/marketing
services of Mr. G. Ball continues to be required by KOLLSMAN as
requested
by the Primary Contact, but not to exceed that point at which two
hundred
(200) units have been sold, or June of 2000, whichever the first to
occur.
This Advanced Royalty Payment shall be credited against any
royalties which
shall become due and payable under Section 4.1(c) below. As
part
consideration for its receipt of these monthly Advance Royalty
Payments,
ISI agrees and shall provide the personal services of G
