Exhibit 99.2
TECHNOLOGY LICENSE BACK
AGREEMENT
This Technology License Back
Agreement (“Agreement”) is entered into and effective
as of the 1 st
day of April, 2007 (the
“Effective Date”), by and between Vishay
Intertechnology, Inc., a company organized under the laws of
Delaware (the “Purchaser”), and International Rectifier
Corporation, a company organized under the laws of the State of
Delaware (“IR”). IR and the Purchaser each may be
referred to herein as a “Party” and collectively as the
“Parties.”
WHEREAS, the Parties have entered
into that certain Master Purchase Agreement, dated as of November
8, 2006, pursuant to which IR has agreed to sell to Purchaser and
Purchaser has agreed to purchase from IR the capital stock or other
equity interests of certain subsidiary corporations of IR and
certain assets of IR and certain of its subsidiaries used in
IR’s Power Control Systems business unit (as amended, the
“MPA”);
WHEREAS, as part of the transactions
contemplated by the MPA, IR is selling to Purchaser certain modern
technology and intellectual property assets relating to the
Licensed IP Rights (as hereinafter defined);
WHEREAS, IR desires to obtain a
license to the Licensed IP Rights; and
WHEREAS, Purchaser is prepared to
license the Licensed IP to IR upon the terms and conditions set
forth herein
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth in this Agreement,
and for other good and valuable consideration, including, without
limitation the valuable consideration set forth in the MPA, the
receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
Article 1 —
Definitions
1.1
“Affiliate” means any person that, directly or
indirectly through one or more intermediaries, controls or is
controlled by or is under common control with the person
specified. For purposes of this definition, control of a
person means the power, direct or indirect,
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to direct or cause the direction of
the management and policies of such person, whether by contract or
otherwise.
1.2
“Licensed IP Rights” shall mean Licensed Patents and
Licensed Technology.
1.3
“Licensed Patents” means, to the extent included in the
Acquired Assets, the patents identified on Schedule A ,
attached hereto and made a part hereof, as well as all
corresponding domestic and foreign patents (including certificates
of invention, utility models, industrial designs, and other patent
equivalents), provisional applications, patent applications and
patents issuing therefrom, as well as any division, continuation or
continuation in part, reissue, extension, reexamination,
certification, validation, revival or renewal of any such
patent.
1.4
“Licensed Technology” means, to the extent included in
the Acquired Assets or owned directly or indirectly by a Company as
of the Effective Date, documented information and data, know-how,
copyrights, proprietary software, technical information, trade
secrets and other intellectual property or rights listed on
Schedule B attached hereto.
1.5
All other capitalized terms not defined herein shall be defined as
set forth in the MPA.
Article 2 — Grants of
Licenses
2.1
Purchaser hereby grants to IR a non-exclusive, non-transferable
(subject to Section 8.5 hereof), perpetual, irrevocable,
world-wide, fully paid-up, royalty-free license, non-sublicensable,
except for the right to sublicense to its Affiliates, to use the
Licensed IP Rights to design, develop, prepare derivative works of,
make, have made, import, use, market, sell and otherwise
commercialize products and services.
Article 3 — Licensed
Technology
3.1
IR may retain copies of the Licensed Technology that is made
available to Purchaser. Purchaser shall not be obligated
under this Agreement to make up any special drawings,
specifications, translations, or other similar documents for
IR.
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Article 4 — Exclusion of
Warranties; Liability Disclaimer
4.1
Nothing in this document shall be construed as: (i) a warranty or
representation by Purchaser as to the validity or scope of any
Licensed IP Rights; (ii) a warranty or representation by Purchaser
that anything made, used, sold, or otherwise disposed of under any
license granted under this Agreement, or any other conduct, is or
will be free from infringement of patents, copyrights or inventions
of third persons; or (iii) conferring a right to use in
advertising, publicity, or otherwise any trademark or tradename of
Purchaser, except as may be otherwise provided in
writing.
4.2
IR ACKNOWLEDGES THAT PURCHASER IS PROVIDING THE LICENSED IP RIGHTS
ON AN “AS IS, WHERE IS” BASIS, AND THAT PURCHASER
DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES,
WHETHER EXPRESS OR IMPLIED. IR FURTHER ACKNOWLEDGES THAT
PURCHASER IS MAKING NO REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NO
IMPLIED WARRANTIES WHATSOEVER.
4.3
EXCEPT FOR A BREACH OF ARTICLE 2, IN NO EVENT SHALL EITHER PARTY OR
ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OTHER
PERSON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR
PUNITIVE DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION
LOSS OF BUSINESS PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS
OPPORTUNITY, LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION,
DOWNTIME, COVER AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR THE LICENSED IP RIGHTS, WHETHER BASED IN
CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR
OTHERWISE, EVEN IF SUCH PARTY OR ANY OF ITS AFFILIATES HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE FORESEEN
SUCH DAMAGES.
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Article 5 —
Confidentiality
5.1
Until the seventh anniversary of the Closing Date, IR will hold,
and will use its best efforts to cause its Affiliates and its and
their respective Representatives to hold, in strict confidence from
any Person, all Confidential Information included in the Licensed
IP Rights, except Confidential Information that (i) a Party is
compelled to disclose by judicial or administrative process
(including without limitation in connection with obtaining the
necessary approvals of this Agreement and the transactions
contemplated hereby of Governmental Authorities) or by other
requirements of Law; (ii) is disclosed in an Action or Proceeding
brought by a Party in pursuit of its rights or in the exercise of
its remedies hereunder; (iii) is in the public domain (either prior
to or after the furnishing of such documents or information
hereunder) through no fault of IR; or (iv) is later acquired by IR
from another source if IR is not aware that such source is under
any obligation to keep such documents and information confidential,
provided that, until the twentieth anniversary of the
Closing Date, IR shall not (and shall cause its Affiliates not to)
intentionally publish any Confidential Information of
Purchaser.
5.2
“ Confidential Information ” means any
information, documents or other materials of Purchaser or any of
its Affiliates (whether written, oral, graphic or electronic)
included in the Licensed IP Rights which is generally regarded as
confidential or proprietary, including, without limitation: (i)
names and addresses of customers and vendors and information
concerning transactions or relations therewith; (ii) information
concerning any product, technology, process or procedure not
generally known to the public, customers, vendors or competitors,
or under development by or being tested but not at the time offered
generally to its customers or vendors; (iii) information
relatin
