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patent. The question whether the validity of the said patent is generally acquiesced in shall be first tested by a motion for a preliminary injunction in a contested case to enforce said patent, or in the event that this is not feasible, the question is to be settled by arbitration in the usual manner, that is to say, by the selection of one arbitrator by the Licensor, and the selection of another arbitrator by the Licensee, and in case of disagreement of these two arbitrators by the selection of a third arbitrator by the two arbitrators first so selected, the judgment of the arbitrators or majority of them to be final; provided, however, that if the payment of royalties shall cease as above set forth, the royalty payments as to the future .output of the said Licensee shall be resumed and royalties shall be paid after such resumption of payment according to the plan of this license immediately upon the said patent No... being adjudged valid at final hearing, or in case the validity of said patent shall be sustained or found by arbitration, because of general public acquiescence, as above set forth, but no royalties shall be required to be paid for the period between the time of such cessation of payments and the time for resumption of payments above noted.

10. The party of the first part agrees to exercise reasonable diligence to establish by suit at law or in equity the validity of its said patent... and to secure to the party of the second part protection against infringement of said patent as to machines of the class respecting which the party of the second part is hereby licensed.

11. IT IS AGREED that the Licensor, its successors and assigns, shall not engage in the manufacture and sale of.... . .apparatus under said patents or any of them in competition with the Licensee, but this clause shall not be interpreted as precluding the party of the first part, its successors or assigns, from engaging in the manufacture and sale of such.. apparatus as is excluded or reserved by

this license agreement.

12. The Licensee hereby agrees not to dispute the validity of the said Letters Patent No. . . . .

of the first part thereto, during the nor to aid others in doing so.

or the title of the party continuance of this license

13. IT IS AGREED that this is a license to manufacture .apparatus and appurtenances thereto, and is not to be interpreted as granting to the Licensee the right to manufacture appurtenances or parts of apparatus to be used with any unlicensed plant or apparatus.

14. Upon failure of the Licensee to perform any or all of the conditions of this agreement, after one month's written notice from the Licensor of its failure so to do in any particular, the Licensor may, at its option, by notice in writing, cancel this license without prejudice to its right to recover thereunder any royalties that may have accrued at the time of cancellation, or any damage that may have been suffered.

15. This license is not assignable by the Licensor, in whole or in part, excepting to a successor to its whole.

......business.

16. Conditioned upon the continuance of this license in force and the full and prompt payment of royalties herein agreed to be paid, the Licensor waives all claims heretofore arising against the Licensee, its predecessors in business, and all users of apparatus installed by or purchased from the Licensee, or its agents, or its predecessors in business, or their agents, arising out of the infringement of any of the aforesaid Letters Patent prior to the date of this agreement.

17. The Licensor hereby stipulates that it has good title to the aforesaid patents and the right to grant the license hereby granted to the Licensee.

18. IT IS AGREED by and between the parties hereto that this contract shall be interpreted according to the laws of the State of.

19. This license agreement is binding upon the parties hereto, their legal representatives, successors and assigns. IN WITNESS WHEREOF, the parties hereto have hereunto affixed their seals, and caused these presents to be signed by their duly authorized officers, on the day and year first above

written,

Patents-License Agreement to Manufacture and Sell Commodity Another Form-Provisions for Arbitration, Rebates, Accounting Special Provisions for Limited Territory

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granted.

WHEREAS, the Licensor is the sole owner of United States Letters Patent No... and other United States Letters Patent and Applications for patents, as shown on the schedule hereto annexed and marked "Schedule of Patents and Applications for Patents," and

WHEREAS, the purpose of this agreement is to secure to the Licensee the right to use said patents and inventions subject to the terms of this agreement and to secure to the Licensor the payment of a license, fee or royalty for the privilege herein granted sufficiently large to warrant giving to the Licensee rights for the manufacture and sale throughout the United States of the.... hereinafter described,

NOW, THEREFORE, in consideration of the premises and of the covenants herein contained, the parties hereto agree as follows:

as the...

granted....

1. The Licensee acknowledges the validity of United States Letters Patent No..... known and the Licensor's title thereto, and agrees not to contest the validity of the same unless this agreement is terminated as herein provided.

2. The Licensor hereby grants a non-exclusive license to the Licensee from and after the date hereof and during the term of said patent No... ....and subject to the conditions hereof under the aforesaid Letters Patent and pending applications throughout the territory covered thereby in the United States, to use the inventions described and claimed therein in the manufacture, use and sale of....

3. The Licensee agrees not to manufacture or sell any embodying the inventions described

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and claimed in said Letters Patent and pending applications.

4. The Licensee agrees to pay to the Licensor, or its successors or assigns, a license fee or royalty upon each and every .made, sold, leased or put into use by it under this license (except such as are used directly by the Licensee, for demonstration purposes) within a period of years from and after.......... the sum of

..per cent of the net bona fide wholesale selling price thereof on sales made by the Licensee at wholesale, and ..per cent of the actual bona fide net selling price thereof on sales made by the Licensee at retail direct to purchasers. The said.

only the following equipment, namely,

.are to include

5. All royalties hereunder shall be paid quarter-annually within thirty days after the end of each quarterly period, the first quarter to begin with the....

.day of..

.day of...

; and

and to end on the.. the Licensee agrees to render statements duly verified by its proper officer, at each of the times stated for payment, showing all... .or other articles above enumerated or included which the Licensee has made, sold, leased or put into use (except as are used directly by the Licensee for demonstration purposes) within the quarter which the statement covers, and to keep full, accurate and complete books of account respecting the said business, and to give the Licensor, or its duly authorized representatives, the privilege of inspecting or examining said books of the Licensee at all reasonable times for the purpose of verifying said quarterly statements and determining the correctness of the said quarterly payments.

6. It is agreed that the license hereby granted to the Licensee is to continue during the remainder of the term of the patent, No... as above set forth, but in the event that said ..shall be declared invalid by the final judgment of a Court of last resort, the license, in respect to all of the other patents and applications, as shown on the schedule

patent, No...

hereto annexed and marked "Schedule of Patents and Applications for Patents," and the payments of royalties under said patent No.... and under said other patents and applications, shall thereafter cease and terminate. Payment of the royalties stipulated to be paid herein for..

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shall cease if within..

years from the date hereof the said patent, No..... .shall not have been finally adjudicated and held to be valid in a case in which the validity of said patent is contested, unless the validity of said patent shall, by general public acquiescence, become so well established as to enable preliminary injunctions to be procured under said patent. The question whether the validity of said patent is generally acquiesced in shall be first tested by motion for a preliminary injunction in a contested case to enforce said patent, or in the event that this is not feasible, the question is to be settled by arbitration in the usual manner, that is to say, by the selection of one arbitrator by the Licensor and the selection of another arbitrator by the Licensee, and in case of disagreement by these two arbitrators, by the selection of a third arbitrator by the two arbitrators first so selected, the judgment of the arbitrators or a majority of them shall be final; provided, however, that if the payment of royalty shall cease, as above set forth, the royalty payments as to the future output of the.. ...covered hereby, of the said Licensee, shall be resumed and royalties shall be paid after such resumption of payment according to the plan of this license immediately upon the said patent No..... being ad

judged valid at final hearing, or in case the validity of said patent shall be sustained by arbitration because of general public acquiescence, as above set forth; but no royalties shall be required to be paid for the period between the time of such cessation of payments and time of resumption of payments above noted.

7. If in any year, beginning..

the royalties from actually received by the Licensor

from its several licensees referred to in. shall exceed the sum of $....

cash, the

said royalties for any such year shall be rebated so that above

the said sum of $...

.the Licensor shall

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