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Exhibit 10.195
LICENSE AGREEMENT
This License Agreement is entered
into and effective as of February 28, 2003, by and between Versa
Technologies, Inc., VT Holdings II, Inc. and Engineered Solutions
LP and their respective parent, subsidiary and affiliated entities,
(hereinafter “LICENSORS”), and Lippert Components,
Inc., (hereinafter “LICENSEE”).
WHEREAS the parties
have entered into a settlement agreement concurrently herewith
(“the Settlement Agreement”) to settle certain
litigation specified in the Settlement Agreement between LICENSORS
and LICENSEE; and
WHEREAS, the
Settlement Agreement provides that LICENSORS will license LICENSEE
with certain patent rights.
NOW, THEREFORE,
PURSUANT AND SUBJECT TO THE TERMS OF THE SETTLEMENT AGREEMENT, IT
IS AGREED AS FOLLOWS:
1.
Definitions
1.1
“Licensed Rights” shall mean U.S. Patent Nos.
5,758,918; 6,176,045; and 6,182,401 (“the Patents”) any
continuations, divisions, continuations-in-part, reissues,
reexaminations or extensions thereof, any patent whether or not now
pending or issued, which claims or could claim a valid right of
priority to any of the foregoing, any patent to which any Patent
claims or could claim a valid right of priority, and any other
patent issued now or to be issued in the future and owned or
licensed by LICENSORS concerning the subject matter of Slide-Out
Systems defined below.
1.2
“Licensed Products” shall mean the products
manufactured by Licensee which, in the course of their manufacture,
use, offer for sale or sale, would, in the absence of this license,
infringe one or more claims of the Licensed Rights, including but
not limited to the current Lippert Slide-Out Systems commercially
designated as the “Lippert Electric Slideout System”
and the “HydraGear,” as illustrated and described in
the product instruction manuals annexed as Attachment E and
Attachment F, respectively, and including minor modifications such
as changes in materials and dimensions, which HydraGear system
employs a telescoping cross shaft as depicted in the Lippert
Electric System instruction manual (the “Slide-Out
System”).
2. License
Grant.
Subject
to the terms hereof, LICENSORS hereby grant to Licensee a
non-exclusive, license to make, use,
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