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EXHBIT 10.4
EXCLUSIVE PATENT LICENSE AGREEMENT
by and between
WOLFGANG GRABHER
("Licensor")
and
ADMINISTRATION FOR INTERNATIONAL CREDIT & INVESTMENT, INC.
("Licensee")
Dated as of July 13, 2000
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TABLE OF CONTENTS
1. Definitions...............................................................1
2. License Grants and Restrictions...........................................3
3. Compensation..............................................................4
4. Patent Prosecution........................................................5
5. Infringement..............................................................6
6. Representations and Warranties............................................6
7. Indemnification...........................................................7
8. Confidentiality...........................................................8
9. Liability.................................................................9
10. Term and Termination......................................................9
11. General Provisions.......................................................11
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EXCLUSIVE PATENT LICENSE AGREEMENT
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this "AGREEMENT") is made as of
July13, 2000 (the "EFFECTIVE DATE"), between Wolfgang Grabher, a Austrian
national residing in Stuttgart with an address located at Zettachring 2a,
D-70567 Stuttgart ("LICENSOR"), and Administration For International Credit and
Investment, Inc., an Oregon corporation with an address located at 391 N.W.
179th Ave., Aloha, Oregon 97006 ("LICENSEE") (each a "PARTY" and together the
"PARTIES").
RECITALS
WHEREAS, Licensor is the owner of certain Technology, as defined herein;
and
WHEREAS, Licensor is willing to license the Technology to Licensee for the
development and Use of the Technology in the Voice-Over-Internet Protocol
("VOIP") market in those jurisdictions where the Technology has been registered
upon the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of these premises and of the mutual
promises and conditions contained in this Agreement, Licensor and Licensee agree
as follows:
1. DEFINITIONS
1.1 "AFFILIATE" of a party shall mean an entity directly or indirectly
controlling, controlled by or under common control with that party where control
means the ownership or control, directly or indirectly, of more than fifty
percent (50%) of all of the voting power of the shares (or other securities or
rights) entitled to vote for the election of directors or other governing
authority; provided that such entity shall be considered an Affiliate only for
the time during which such control exists.
1.2 "CHANGE OF CONTROL" shall mean the occurrence of any of the following
events:
(a) Any "person" or "group of persons" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the
Company's then-outstanding voting securities; or
(b) The shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 50% of the total voting power
represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.
1.3 "CONTRACT QUARTER" shall mean each calendar quarter period (March 31,
June 30, September 30 and December 31) following the Effective Date during the
Term.
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1.4 "ENTITY" shall mean any general partnership, limited partnership,
limited liability company, corporation, joint venture, trust, business trust,
cooperative or association, or any foreign trust or foreign business
organization.
1.5 "EXCLUSIVE PERIOD" shall mean the period of time set forth in Section
2.1.
1.6 "INTELLECTUAL PROPERTY RIGHT" and "INTELLECTUAL PROPERTY RIGHTS" shall
mean all worldwide right, title and interest of a Person in, to and under any
and all: (a) United States or foreign patents and pending patent applications
therefor, including the right to file new and additional patent applications
based thereon, including provisionals, divisionals, continuations,
continuations-in-part, reissues and reexaminations; (b) copyrights; and (c)
trade secrets, know-how, processes, methods, engineering data and technical
information.
1.7 "NET RECEIPTS" shall mean the gross amount recognized as income on
Licensee's books (pursuant to generally accepted accounting principles
consistently applied) in connection with the sale of a Product or Processes,
less deductions for payment of sales, value added or any similar taxes, and