Exhibit 99.3
TRADEMARK LICENSE
AGREEMENT
This Trademark License Agreement
(this “Trademark Agreement”) is entered into and
effective as of the 1 st day of April, 2007 (the “Effective
Date”) by and between International Rectifier Corporation, a
company organized under the laws of the State of Delaware
(“IR”), and Vishay Intertechnology, Inc., a company
organized under the laws of Delaware
(“Purchaser”). IR and 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, IR owns and makes
commercial use of the Licensed Marks (as hereinafter defined) and
has registrations for certain Licensed Marks in certain
countries;
WHEREAS, Purchaser desires to use
the Licensed Marks in connection with Licensed Products (as
hereinafter defined); and
WHEREAS, IR is willing to grant a
license to Purchaser to use, and permit Purchaser’s use of,
the Licensed Marks in connection with Licensed Products under the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth in this Trademark
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
“Common Law Marks” shall mean the marks
“HALF-PAK”, “MICRO3”,
“POWIRTAB”, “TO-247”,
“SUPER-220” and “SUPER-247”.
1.3
“Licensed Marks” means the registered marks and the
part numbers with IR or IRF prefixes listed on Schedule A ,
attached hereto and made a part hereof. Licensed Marks
excludes all marks licensed to Purchaser pursuant to that certain
IR Trademark Agreement, executed concurrently with this Trademark
Agreement on the Effective Date.
1.4
“Licensed Products” means all products sold in
connection with the Licensed Marks and (i) identified on
Schedule B , attached hereto and made a part hereof, or (ii)
constituting subsequent versions of the products identified on
Schedule B that do not include any materially additional or
materially different functionality.
1.5
“Product Markings” means the product markings on the
Licensed Products as of the Effective Date other than the Licensed
Marks, the Common Law Marks and the marks licensed pursuant to the
IR Trademark Agreement.
1.6
“Standards of Quality” means the general standards of
design, material and workmanship heretofore observed by IR in its
manufacture and sale of products identical or similar to the
Licensed Products.
1.7
All other capitalized terms not defined herein shall be defined as
set forth in the MPA.
Article 2 — License
Grant
2.1
IR hereby grants to Purchaser a world-wide, non-transferable
(subject to Section 8.6 hereof), non-sublicensable, except for the
right to sublicense to its Affiliates, non-exclusive license, to
use the Licensed Marks on and in connection with the Licensed
Products during the term hereof, provided that the Licensed
Products are manufactured and sold in accordance with the Standards
of Quality. Nothing in this Trademark Agreement shall
be
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construed to grant Purchaser the
right to use the Licensed Marks on or in connection with any
products other than the Licensed Products as set forth
herein.
2.2
IR shall not itself use, and shall not license or permit any
Affiliate or third Person to use, the part numbers included in the
Licensed Marks.
2.3
IR covenants not to sue Purchaser or its sublicensees for use of
the Product Markings on or in connection with the Licensed Products
within twelve (12) months after the Effective Date.
2.4
IR covenants not to sue Purchaser or its sublicensees for use of
the Common Law Marks on or in connection with the Licensed
Products. Purchaser covenants not to sue IR or its
sublicensees for use of the Common Law Marks on or in connection
with IR’s products outside the PCS Business.
Article 3 — Examination of
Products
3.1
IR has the right to conduct a reasonable review of
Purchaser’s use of the Licensed Marks with respect to the
nature and quality of the Licensed Products sold pursuant to this
Trademark Agreement.
3.2
IR, or its authorized representative, shall have the right at any
reasonable time during regular business hours, twice per calendar
year, on reasonable notice, to visit the plants and facilities of
Purchaser and its suppliers where Licensed Products are
manufactured, assembled, packaged, marketed, promoted, sold or
serviced. IR may conduct an inspection and examination of
such portions of such plants and facilities as pertain to the
manufacturing, assembly, packaging, marketing, promoting, sale or
service of Licensed Products. Purchaser agrees to furnish IR,
from time to time as reasonably requested by IR and at IR’s
expense, representative samples of all Licensed Products, and
representative samples showing all other uses of the Licensed Marks
by Purchaser in connection with the Licensed Products. If, at
any time, Licensed Products sold in connection with the Licensed
Marks fail to meet the Standards Of Quality or any requirement
expressly set forth in this Trademark Agreement and IR notifies
Purchaser of such failure in writing explaining the particular
standard not met, Purchaser shall take reasonable steps to bring
the Licensed Products into conformance or obtain consent from
IR
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to continue such
non-conformance. If Purchaser fails to cure such defects or
obtain such consent within two (2) months of receiving IR’s
written notice of nonconformity, then Purchaser shall promptly
cease the manufacturing, assembly, packaging, marketing, promoting,
and sale of non-conforming Licensed Products bearing the Licensed
Marks until conformance is achieved.
Article 4 — Use of the
Licensed Marks
4.1
Under the license granted in Article 2 hereof, Purchaser is
authorized to use the Licensed Marks on or in connection with
Licensed Products, including use in its packaging, labeling,
publicity, advertising, instruction books and other literature for
or relating to the Licensed Products. In no event, however,
shall Purchaser use the Licensed Marks as part of a trade name or
authorize another Person to do so.
4.2
Purchaser shall comply with reasonable rules and practices for
trademark usage set forth from time to time by IR with respect to
the appearance and manner of use of the Licensed Marks that IR is
then using , including such rules and practices set forth in
any existing IR trademark usage manuals or policy statements, as
identified in Schedule C . In using the Licensed
Marks, Purchaser shall indicate that the registered Licensed Marks
are trademarks of IR.
4.3
Purchaser shall comply with all applicable laws and regulations
pertaining to the use of the Licensed Marks, including those
pertaining to the proper use and designation of trademarks,
corporate names and trade names.
4.4
Purchaser agrees to comply with all guidelines set forth in
Schedule C , and all reasonable revisions thereto from time
to time, for the purpose of distinguishing the Licensed Marks and
preventing confusion of itself with any third Person.
4.5
If, in the discretion of IR, it is required or advisable for the
purpose of implementing or enforcing this Trademark Agreement, or
for the purpose of maintaining, enhancing, or protecting IR’s
rights in the Licensed Marks, to record or enter this Trademark
Agreement with a Governmental Authority, IR will attend to such
recording or entry at its own expense. At IR’s expense,
Purchaser will execute and deliver to IR such additional
instruments or documentation as IR may reasonably request to
effectuate such recording or entry, including
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without limitation execution and
delivery of substitute or short-form license agreements, with terms
consistent with this Trademark Agreement, for recordation or
registration in specified countries in the event that this
Trademark Agreement shall be deemed to be unsuitable for
recordation or entry in such countries. The terms and
conditions of this Trademark Agreement (and not the terms and
conditions of such substitute or short-form license agreements
entered into for recording or entry purposes) shall be binding
between the Parties throughout the world and shall govern and
control any controversy that may arise with respect to each
Party’s rights and obligations hereunder.
4.6
Purchaser shall supply IR with such information concerning Licensed
Products as IR may reasonably request at IR’s expense to aid
IR in the acquisition, maintenance, and renewal of registrations of
the Licensed Marks, to record this Trademark Agreement and to enter
Purchaser as a registered or authorized user of the Licensed Marks
with a Governmental Authority.
Article 5 — Ownership and
Validity of Licensed Marks
5.1
Purchaser acknowledges IR’s ownership of the Licensed Marks
and agrees that any and all rights in the Licensed Marks that might
be acquired by the use of the Licensed Marks by Purchaser shall
inure to the sole benefit of IR. If Purchaser obtains rights
in or to the Licensed Marks, Purchaser shall transfer those rights
back to IR upon its request at no charge. For purposes of
this Trademark Agreement only, IR agrees that Purc
