a5823424ex10-2.htm


    Exhibit
10.2

     

    Execution
Copy

     

    
      LICENSE
AGREEMENT

       

      This
License Agreement (the “AGREEMENT”) is made and executed effective this 28th day
of July, 2008 (“EFFECTIVE DATE”), by and among HONEYWELL INTERNATIONAL INC., a
Delaware corporation, acting through its HONEYWELL INTELLECTUAL PROPERTY
INTERNATIONAL business unit (hereinafter “HONEYWELL”) and B/E Aerospace, Inc., a
Delaware corporation (“LICENSEE” and together with HONEYWELL, the “PARTIES” and
each a “PARTY”).

       

      RECITALS

       

      WHEREAS, HONEYWELL is now and
has been engaged in the BUSINESS (as defined below);

       

      WHEREAS, the PARTIES have
entered into that certain STOCK AND ASSET PURCHASE AGREEMENT dated June 9,
2008 (“APA”) pursuant to which HONEYWELL has sold to LICENSEE certain assets
related to the BUSINESS;

       

      WHEREAS, HONEYWELL owns
certain technical information, know-how, business data and intellectual property
rights as more particularly described below that will not be sold to LICENSEE
but that are related to the BUSINESS which it desires to license to
LICENSEE;

       

      WHEREAS, the PARTIES, simultaneously
herewith, are entering into a Supply Agreement dated as of the EFFECTIVE DATE
(the “SUPPLY AGREEMENT”), pursuant to which LICENSEE will have manufactured and
sell the LICENSED PRODUCTS (as defined below) to HONEYWELL using such technical
information, know-how, business data and intellectual property rights related to
the BUSINESS and owned by HONEYWELL as more particularly described below;
and

       

      WHEREAS, LICENSEE desires to
obtain a license from HONEYWELL to such technical information, know-how,
business data and intellectual property rights to have manufactured, sell, have
sold, import and distribute certain proprietary parts (“PARTS”) related to
the BUSINESS.

       

      NOW, THEREFORE, for and in
consideration of the mutual covenants and agreement of the PARTIES and the
faithful performance thereof, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the PARTIES hereto
agree as follows:

       

      ARTICLE
1.

      DEFINITIONS

       

      Capitalized
terms used and not otherwise defined herein shall have the meanings set forth
below:

       

      
        	
                1.1.

              	
                “AFFILIATES”
      shall mean with respect to a PARTY, an entity that is controlling,
      controlled by or under common control with the PARTY; and “control” means
      (a) having the right to elect a majority of the directors, or
      (b) in the case of an entity that does not have directors,
      (i) having the right to elect or appoint a majority of the persons
      performing functions similar to directors, or (ii) by contract or
      otherwise having the right to control the management, policies and
      direction of the entity.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                1.2.

              	
                “BUSINESS”
      shall have the meaning assigned to it in the
  APA.

              


      

       

      
        	
                1.3.

              	
                “EXCLUSIVE
      LICENSED PRODUCTS” shall mean, individually and collectively, the EXISTING
      EXCLUSIVE LICENSED PRODUCTS and any NEW LICENSED
  PRODUCTS.

              


      

       

      
        	
                1.4.

              	
                “EXISTING
      EXCLUSIVE LICENSED PRODUCTS” shall mean those PARTS identified on
      EXHIBIT B, as such exhibit may be amended by mutual agreement of the
      PARTIES.

              


      

       

      
        	
                1.5.

              	
                “EXISTING
      NON-EXCLUSIVE LICENSED PRODUCTS” shall mean those PARTS identified on
      EXHIBIT C, as such exhibit may be amended by mutual agreement of the
      PARTIES.

              


      

       

      
        	
                1.6.

              	
                “FORCE
      MAJEURE” shall mean that neither PARTY shall be in default for any delay
      or failure to perform hereunder due to causes beyond its control despite
      the exercise of all commercially reasonable efforts, and without its fault
      or negligence; provided, that any delay or failure to perform caused by
      the default of a supplier of LICENSEE at any lower-tier shall be excused
      only if (a) it is beyond the control of both LICENSEE and such
      supplier and without the fault or negligence of either, (b) the parts
      to be furnished are not attainable from other sources in sufficient time
      to permit LICENSEE to meet the delivery schedule, and (c) LICENSEE
      furnishes prompt written notice to HONEYWELL of the occurrence of any such
      cause that will or may delay LICENSEE’S performance; and that no delay or
      failure to perform shall be excused if it is caused by a labor strike,
      stoppage, slow-down or other labor dispute.  If delivery of any
      item is delayed by any excusable delay for more than
      forty-five (45) days, HONEYWELL may exercise any of its remedies
      in accordance with this AGREEMENT.

              


      

       

      
        	
                1.7.

              	
                “GROSS
      REVENUES” shall mean the gross revenues invoiced by and/or received by
      LICENSEE or its AFFILIATES or RESELLERS during the TERM for sales of the
      THIRD PARTY LICENSED PRODUCTS that are NEW LICENSED
      PRODUCTS.  GROSS REVENUES shall not include any revenues
      received by LICENSEE (or any of its AFFILIATES or RESELLERS) from
      transactions with its AFFILIATES where the NEW LICENSED PRODUCTS in
      question will be resold to an independent third party purchaser by the
      AFFILIATE and where the revenue received by the AFFILIATE from such sale
      is included in GROSS REVENUES.  GROSS REVENUES received by
      LICENSEE (or any of its AFFILIATES or RESELLERS) from transactions with an
      AFFILIATE of LICENSEE, where the NEW LICENSED PRODUCTS in question are
      used by the AFFILIATE solely for such AFFILIATE’S internal purposes, shall
      also be included in GROSS REVENUES at a price equal to the fair market
      value of such transfer(s).

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                1.8.

              	
                “HONEYWELL
      EXCLUSIVE PERIOD” shall mean the period of time commencing with the
      EFFECTIVE DATE and terminating upon the first to occur
      of:  (a) the expiration or termination of the SUPPLY
      AGREEMENT, or (b) the termination or suspension of any exclusivity
      period granted to LICENSEE under the SUPPLY AGREEMENT (subject to
      LICENSEE’S right to have any suspended exclusivity reinstated pursuant to
      the terms and conditions of the SUPPLY AGREEMENT, in which case the
      HONEYWELL EXCLUSIVE PERIOD shall also be
  reinstated).

              


      

       

      
        	
                1.9.

              	
                “HONEYWELL
      LICENSED PRODUCTS” shall mean the EXISTING EXCLUSIVE LICENSED PRODUCTS,
      EXISTING NON-EXCLUSIVE LICENSED PRODUCTS and NEW LICENSED PRODUCTS to be
      manufactured for HONEYWELL pursuant to this AGREEMENT and the SUPPLY
      AGREEMENT.  A current list of such HONEYWELL LICENSED PRODUCTS
      is attached hereto as EXHIBIT D, as such exhibit may be revised,
      updated and/or amended from time to time by the PARTIES during the TERM in
      accordance with Section 14.6 or the SUPPLY
  AGREEMENT.

              


      

       

      
        	
                1.10.

              	
                “IMPROVEMENTS”
      shall mean, individually and collectively, all discoveries, inventions,
      know-how, techniques, methodologies, modifications, improvements, works of
      authorship, designs and data and all proprietary rights therein or
      associated therewith (whether or not protectable under patent, copyright,
      trade secrecy or similar laws) relating to additions, enhancements,
      updates, alterations, modifications, derivative works or other changes to
      any TECHNOLOGY or to any of the LICENSED PRODUCTS made by or on behalf of
      HONEYWELL or LICENSEE.

              


      

       

      
        	
                1.11.

              	
                “INTELLECTUAL
      PROPERTY RIGHTS” shall mean all rights in, arising out of, or associated
      with:  (a) published and unpublished works of authorship,
      including without limitation audiovisual works, collective works,
      software, compilations, databases, derivative works, literary works, mask
      works, and sound recordings, including without limitation rights granted
      under the United States Copyright Act or similar foreign acts,
      (b) inventions and discoveries, whether or not patentable, including
      without limitation articles of manufacture, designs, business methods,
      compositions of matter, improvements, know-how, machines, methods, and
      processes and new uses for any of the preceding items, including without
      limitation rights granted under the United States Patent Act or similar
      foreign acts, (c) CONFIDENTIAL INFORMATION, including without
      limitation rights granted under the Uniform Trade Secrets Act or any
      applicable state or foreign statute, and (d) rights of attribution
      and integrity and other moral rights of an
  author.

              


      

       

      
        	
                1.12.

              	
                “LICENSED
      PRODUCTS” shall mean, individually and collectively, the EXCLUSIVE
      LICENSED PRODUCTS and the EXISTING NON-EXCLUSIVE LICENSED
      PRODUCTS.

              


      

       

      
        	
                1.13.

              	
                “NEW
      LICENSED PRODUCTS” shall mean PARTS (other than the EXISTING
      EXCLUSIVE LICENSED PRODUCTS or the EXISTING NON-EXCLUSIVE LICENSED
      PRODUCTS) for new products or for new product applications (a) that
      (i) are based on or otherwise use any or all of the TECHNOLOGY
      (including any IMPROVEMENTS) or INTELLECTUAL PROPERTY RIGHTS therein, or
      (ii) absent the licenses granted herein, would infringe or
      misappropriate any INTELLECTUAL PROPERTY RIGHTS of HONEYWELL, and
      (b) that are consistent with the type of products sold through, by or
      on behalf of the BUSINESS as of the EFFECTIVE DATE.  NEW
      LICENSED PRODUCTS will automatically be added to EXHIBIT F unless
      otherwise agreed to by both
PARTIES.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                1.14.

              	
                “PERSON”
      means any individual, partnership, corporation, limited liability company,
      joint venture, association, trust, unincorporated organization or entity,
      and any government or department, agency or political subdivision
      thereof.

              


      

       

      
        	
                1.15.

              	
                “PRE-EXISTING  AGREEMENTS”
      shall mean all license agreements and distribution agreements between
      HONEYWELL and any third party in effect prior to the EFFECTIVE DATE
      pursuant to which HONEYWELL has granted to such third party a license or
      distribution right to the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS, and
      such agreements are identified on EXHIBIT G.  In the event
      that HONEYWELL becomes aware of any other pre-existing license or
      distribution agreement that it inadvertently failed to schedule on
      EXHIBIT G, it will promptly notify LICENSEE and amend EXHIBIT G
      accordingly and HONEYWELL will have no liability to LICENSEE with respect
      to any inadvertent failure to schedule any such
  agreement.

              


      

       

      
        	
                1.16.

              	
                “QUALIFYING
      CHANGE IN CONTROL” shall be deemed to occur when (a) with respect to
      LICENSEE, any transaction or series of related transactions occurs in
      which a QUALIFYING ENTITY would acquire, directly or indirectly, including
      pursuant to a sale of assets, tender offer, exchange offer, merger,
      consolidation, business combination, recapitalization, liquidation,
      dissolution or similar transaction, more than fifty percent (50%) of the
      outstanding voting securities of LICENSEE or all or substantially all of
      the assets of LICENSEE, or (b) assignment or transfer is made by
      LICENSEE pursuant to Section 14.5 of this AGREEMENT to a QUALIFYING
      ENTITY.  LICENSEE will provide HONEYWELL with written notice of
      any QUALIFYING CHANGE OF CONTROL no later than five (5) days
      after the date that any binding agreement is executed in respect of any
      such QUALIFYING CHANGE IN CONTROL.

              


      

       

      
        	
                1.17.

              	
                “QUALIFYING
      ENTITY” means any entity listed in
  EXHIBIT H.

              


      

       

      
        	
                1.18.

              	
                “REGULATORY
      AUTHORITY” shall mean any national, supra-national, regional, state or
      local regulatory agency, department, bureau, commission, council or other
      governmental entity, including the Federal Aviation Administration (“FAA”)
      or any comparable foreign regulatory
authority.

              


      

       

      
        	
                1.19.

              	
                “RESELLER”
      shall mean a third party appointed by LICENSEE to distribute the LICENSED
      PRODUCTS directly to end users, subject to the terms and conditions
      imposed by this AGREEMENT.

              


      

       

      
        	
                1.20.

              	
                “TECHNOLOGY”
      shall mean certain information, data, know-how, trade secrets, inventions,
      designs, drawings, specifications, manuals, and software (including source
      and object code) described on EXHIBIT A existing within HONEYWELL’S
      Aerospace division as of the EFFECTIVE DATE and related primarily to the
      manufacture of the LICENSED PRODUCTS, and all INTELLECTUAL PROPERTY RIGHTS
      therein.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                1.21.

              	
                “TERM”
      shall have the meaning assigned to it in
  Section 11.1.

              


      

       

      
        	
                1.22.

              	
                “TERRITORY”
      shall mean the world.

              


      

       

      
        	
                1.23.

              	
                “THIRD
      PARTY EXCLUSIVE PERIOD” shall mean the period of time commencing with the
      EFFECTIVE DATE and terminating thirty (30) years after the EFFECTIVE
      DATE.

              


      

       

      
        	
                1.24.

              	
                “THIRD
      PARTY LICENSED PRODUCTS” shall mean the EXISTING EXCLUSIVE LICENSED
      PRODUCTS, EXISTING NON-EXCLUSIVE LICENSED PRODUCTS and NEW LICENSED
      PRODUCTS manufactured by or on behalf of LICENSEE for a third party
      pursuant to this AGREEMENT.  A list of such THIRD PARTY LICENSED
      PRODUCTS is attached hereto as EXHIBIT E, as such exhibit may be
      revised, updated and/or amended from time to time by the PARTIES during
      the TERM in accordance with
Section 14.6.

              


      

       

      ARTICLE
2.

      GRANT
OF LICENSE

       

      
        	
                2.1.

              	
                License
      Grant. For good and valuable consideration, including, without
      limitation, the consideration paid by LICENSEE to HONEYWELL pursuant to
      the APA, and subject to LICENSEE’S compliance with the terms and
      conditions of this AGREEMENT, HONEYWELL hereby grants to LICENSEE, and
      LICENSEE hereby accepts, the
following:

              


      

      
         

      

      
        	
                 
      

              	
                (a)

              	
                a
      non-transferable and non-assignable (except as provided in
      Section 14.5), exclusive license, without the right to sublicense,
      within the TERRITORY (i) to use the TECHNOLOGY to have manufactured,
      sell, have sold, import and distribute the EXCLUSIVE LICENSED PRODUCTS,
      and (ii) to use, reproduce, copy, prepare derivative works and
      otherwise revise and modify the TECHNOLOGY to generate IMPROVEMENTS solely
      for the manufacture and support of the EXCLUSIVE LICENSED PRODUCTS,
      subject to the provisions of Section 3.4;
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      non-transferable and non-assignable (except as provided in
      Section 14.5), exclusive license (subject to the PRE-EXISTING
      AGREEMENTS), without the right to sublicense, within the TERRITORY
      (i) to use the TECHNOLOGY to have manufactured, sell, have sold,
      import and distribute the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS; and
      (ii) use, reproduce, copy, prepare derivative works and otherwise
      revise and modify the TECHNOLOGY to generate IMPROVEMENTS solely for the
      manufacture and support of the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS,
      subject to the provisions of Section 3.4.  For the
      avoidance of doubt, the foregoing license is exclusive, subject only to
      the PRE-EXISTING AGREEMENTS and
accordingly,

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      HONEYWELL
agrees not to (A) grant any new licenses to use the TECHNOLOGY in
connection with the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS to any PERSON, and
(B) during the HONEYWELL EXCLUSIVE PERIOD, use the TECHNOLOGY itself in
connection with the EXISTING NON-EXCLUSIVE LICENSED
PRODUCTS.  HONEYWELL further agrees not to grant any renewal of,
extend the term of or expand any of the rights granted in, the PRE-EXISTING
AGREEMENTS, unless otherwise requested by LICENSEE; and

       

      
        	
                 
      

              	
                (c)

              	
                a
      non-transferable and non-assignable (except as provided in
      Section 14.5), non-exclusive license, without the right to
      sublicense, within the TERRITORY to access the data and specifications
      described on EXHIBIT A (which data and specifications are included in
      the TECHNOLOGY for purposes of this AGREEMENT) for the sole purpose of
      exercising LICENSEE’S right set forth in Section 2.1(a)(i) and (b)(i)
      above provided that LICENSEE complies and continues to comply at all times
      during the TERM with HONEYWELL’S requirements, procedures and
      certifications reasonably required by HONEYWELL for access to such
      TECHNOLOGY.  The PARTIES agree to work together in good faith to
      promptly establish the foregoing access rights for
      LICENSEE.  Nothing in this AGREEMENT shall prohibit or limit
      HONEYWELL’S ability to update or modify (including substituting alternate
      applications) the applications set forth on EXHIBIT A, Part II,
      provided that any such update or modification shall still allow LICENSEE
      to access the data and specifications included in the TECHNOLOGY licensed
      to LICENSEE hereunder.  LICENSEE will be responsible, at its
      sole cost and expense, for obtaining and maintaining any third party
      hardware or software that is necessary to access such data and
      specifications.

              


      

       

      
        	
                2.2.

              	
                Exclusivity.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Exclusive
      Periods.  The licenses granted in Sections 2.1(a)
      and 2.1(b) shall be exclusive (i) with respect to the HONEYWELL
      LICENSED PRODUCTS, until the expiration of the HONEYWELL EXCLUSIVE PERIOD,
      [...***...].

              


      

       

      
        	
                 
      

              	
                (b)

              	
                [...***...]

              


      

       

      


      
         

         

         

        ***CONFIDENTIAL
TREATMENT REQUESTED

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

      


      [...***...]

      


      
        	
                2.3.

              	
                Third Party
      Negotiations.   Notwithstanding anything to the contrary
      herein, commencing [...***...] of the HONEYWELL EXCLUSIVE PERIOD, [...***...] in
      connection with the manufacture, sale, import and distribution of
      EXCLUSIVE LICENSED PRODUCTS in the TERRITORY; provided that no rights
      granted in such agreements with third parties shall be effective prior to
      the expiration of the HONEYWELL EXCLUSIVE
  PERIOD.

              


      

       

      ARTICLE
3.

      OWNERSHIP

       

      
        	
                3.1.

              	
                Ownership. Notwithstanding anything contained
      in this AGREEMENT to the contrary, HONEYWELL shall retain all ownership
      rights (including all INTELLECTUAL PROPERTY RIGHTS) in and to the
      TECHNOLOGY, including all IMPROVEMENTS thereto and all rights not
      expressly granted to LICENSEE hereunder are reserved to HONEYWELL,
      including but not limited to the rights to:  (a) enforce
      the TECHNOLOGY against third parties and collect damages awarded in any
      such enforcement action or settlement thereof, except as otherwise
      provided in Article 9 hereof, (b) use or grant licenses to the
      TECHNOLOGY to manufacture, have manufactured, sell, have sold, import and
      distribute products other than the LICENSED PRODUCTS, and
      (c) prosecute patents (or register or apply to register for any other
      INTELLECTUAL PROPERTY RIGHTS) in respect of the
      TECHNOLOGY.  From and after the EFFECTIVE DATE, HONEYWELL will
      use commercially reasonable efforts, at its expense, to (i) prosecute
      and maintain any registrations or applications issued by, filed with, or
      recorded by, any REGULATORY AUTHORITY with respect to the TECHNOLOGY, and
      (ii) to maintain the confidentiality of all CONFIDENTIAL INFORMATION
      within the TECHNOLOGY.  In the event of a breach of the
      foregoing (ii), HONEYWELL shall (A) use reasonable best efforts to
      cure such unauthorized disclosure of CONFIDENTIAL INFORMATION, and
      (B) take all reasonable precautions to prevent any such unauthorized
      disclosure in the future.  For the avoidance of doubt, HONEYWELL
      will not be obligated to prosecute any new registrations or applications
      before any REGULATORY AUTHORITY with respect to the
      TECHNOLOGY.  However, in the event HONEYWELL elects to prosecute
      any new registrations or applications before any REGULATORY AUTHORITY with
      respect to the TECHNOLOGY, it will use commercially reasonable efforts to
      prosecute and maintain such new registrations or
    applications.

              


      

       

      
        	
                3.2.

              	
                HONEYWELL
      Covenant to LICENSEE. Subject to the terms and conditions of this
      AGREEMENT, HONEYWELL covenants to LICENSEE not to assert any claims
      against LICENSEE, its RESELLERS, its manufacturers, suppliers or customers
      for infringement of any patent or other INTELLECTUAL PROPERTY RIGHTS of
      HONEYWELL’S, where such infringement results from or arises out of
      (a) LICENSEE having made, using, offering to sell, selling,
      exporting, importing or otherwise disposing of
  LICENSED

              


      

       

       

       

       

      
        ***CONFIDENTIAL
TREATMENT REQUESTED

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

      PRODUCTS
in accordance with the terms and conditions of this AGREEMENT, or
(b) LICENSEE’S marketing or advertising activities with respect to LICENSED
PRODUCTS in accordance with the terms and conditions of this
AGREEMENT.

       

      
        	
                3.3.

              	
                Covenant
      Restrictions.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Inadvertent
      Assertion.  The covenant set forth in Section 3.2
      will not be deemed breached if HONEYWELL asserts a claim or sues without
      actual knowledge that the products that are the subject of such assertion
      are LICENSED PRODUCTS and are subject to this AGREEMENT, provided that
      HONEYWELL promptly retracts its assertion and/or dismisses any claim in
      any such lawsuit to the extent that LICENSEE reasonably demonstrates by
      written documentation that the covenant applies to such
    claim.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Limited Scope of
      Covenants.  Except as expressly provided herein, the
      covenant set forth in Section 3.2 above does not extend to the
      making, having made, using, offering to sell, selling, exporting,
      importing or otherwise disposing of products, unless such products are
      LICENSED PRODUCTS provided by or on behalf of LICENSEE in accordance with
      the terms and conditions of this
AGREEMENT.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                No Effect On Present
      NDAs.  The covenant set forth in Section 3.2 above
      is not intended to, and does not, amend, supersede or otherwise affect the
      PARTIES’ rights and duties under any non-disclosure agreements and
      confidential disclosure agreements between them that are in force on the
      EFFECTIVE DATE.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Survival of
      Covenant.  Notwithstanding anything in this AGREEMENT to
      the contrary, the covenant set forth in Section 3.2 shall survive any
      assignment of this AGREEMENT and shall apply to any subsequent purchaser
      or assignee of any INTELLECTUAL PROPERTY RIGHTS of HONEYWELL but shall
      apply only with respect to the INTELLECTUAL PROPERTY RIGHTS of HONEYWELL
      acquired by such purchaser or
assignee.

              


      

       

      
        	
                3.4.

              	
                Improvements. Any IMPROVEMENTS
      to any TECHNOLOGY or to any of the LICENSED PRODUCTS conceived or created
      or reduced to practice or fixed in a tangible medium of expression during
      the TERM by:  (a) one or more REPRESENTATIVES of LICENSEE
      (or its AFFILIATES) (“LICENSEE IMPROVEMENTS”), or (b) one or more
      employees, consultants or sublicensees of HONEYWELL (or its AFFILIATES)
      will be the sole and exclusive property of HONEYWELL (“HONEYWELL
      IMPROVEMENTS”).  In the case of LICENSEE IMPROVEMENTS, LICENSEE
      shall and does hereby, irrevocably and unconditionally assign to HONEYWELL
      all right, title and interest in and to such LICENSEE
      IMPROVEMENTS.  LICENSEE will, without further consideration,
      take such further action and execute and deliver such further instruments
      in order to vest in HONEYWELL ownership of the LICENSEE
      IMPROVEMENTS.  For purposes of this AGREEMENT, all LICENSEE
      IMPROVEMENTS, and any HONEYWELL IMPROVEMENTS having application solely to
      the LICENSED PRODUCTS, will be automatically, and without further action
      on the part of LICENSEE, included in the definition of TECHNOLOGY and
      HONEYWELL hereby licenses such IMPROVEMENTS to LICENSEE in accordance with
      the terms and conditions set forth in Sections 2.1(a) and (b), as
      applicable.  LICENSEE hereby agrees that it shall not prosecute
      any patents related to the
IMPROVEMENTS.

              


      

       

      
         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

      
        	
                3.5.

              	
                Prior Approval. Any LICENSEE
      IMPROVEMENTS must be reviewed and expressly approved in writing by
      HONEYWELL prior to reducing the IMPROVEMENT to practice; and/or using or
      incorporating the IMPROVEMENT in or in connection with any LICENSED
      PRODUCT.

              


      

       

      
        	
                3.6.

              	
                Technology Transfer. HONEYWELL
      shall transfer or provide access to, as applicable, the TECHNOLOGY to
      LICENSEE as soon as practical after the EFFECTIVE DATE and provide related
      technical transfer assistance as more fully set forth in the TRANSITION
      SERVICES AGREEMENT between the PARTIES dated of even date
      herewith.

              


      

       

      
      

       

      ARTICLE
4.

      ROYALTIES

       

      [...***...]

      


      


      


      


      


      


      ***CONFIDENTIAL TREATMENT
REQUESTED


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      [...***...]

      


      ARTICLE
5.

      REPORTS
AND RECORDS

       

      
        	
                5.1.

              	
                Reports.  LICENSEE
      shall, together with each payment of ROYALTIES, furnish HONEYWELL with a
      written report setting forth the following with respect to the period
      covered by such report:
[...***...]

              


      

       

      
        	
                5.2.

              	
                Recordkeeping.  LICENSEE
      shall maintain complete and accurate books of account and records
      containing all financial information relating to the ROYALTIES and all
      other amounts due and payable to HONEYWELL under this
      AGREEMENT.  Such books and records shall be maintained at
      LICENSEE’S principal place of business, or at such other office as
      LICENSEE shall notify
HONEYWELL.

              


      

       

      
      

      ARTICLE
6.

      RIGHT
TO AUDIT FACILITY AND RECORDS

       

      
        	
                6.1.

              	
                Audit and Inspection.  HONEYWELL,
      or its duly authorized agents, has the right upon reasonable notice and
      during normal business hours during the TERM of this AGREEMENT to visit
      LICENSEE and its AFFILIATES and RESELLERS and
  have

              


      

       

       

       

       

      ***CONFIDENTIAL
TREATMENT REQUESTED

      
      

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      reasonable
access to the inside and outside of LICENSEE’S and its AFFILIATES’ and
RESELLERS’ facilities solely for the purpose of inspecting, observing and
evaluating LICENSEE’S and its AFFILIATES’ and RESELLERS’ total performance under
this AGREEMENT, including:  (a) compliance with all provisions of
this AGREEMENT, (b) any noncompliance with the provisions of this
AGREEMENT, (c) possession, access and control of HONEYWELL CONFIDENTIAL
INFORMATION, (d) adherence to HONEYWELL’S quality assurance requirements
including inspection inventory of the LICENSED PRODUCTS, work-in-process, raw
materials to be used for any LICENSED PRODUCTS, production records, quality
manuals and such other matters as may be pertinent to proper quality assurance
of any LICENSED PRODUCTS, (e) books, records, people and reports to
determine compliance with the terms of this AGREEMENT, (f) observing the
manner and method of operating under this AGREEMENT, and (g) unauthorized
access, use and control of HONEYWELL CONFIDENTIAL INFORMATION; provided, that
HONEYWELL conducts the inspection, observation and evaluation in a manner that
protects LICENSEE’S CONFIDENTIAL INFORMATION and does not disrupt LICENSEE’S
operation of its business, including without limitation, abiding by LICENSEE’S
reasonable procedures and policies regarding confidential information and
execution of confidentiality agreements.

       

      
        	
                6.2.

              	
                Notice. Inspections
      shall occur no more than once per year and will take place no earlier
      [...***...] after HONEYWELL notifies LICENSEE of HONEYWELL’S intent to conduct
      a facility audit provided, however, that HONEYWELL may carry out such
      inspection more than once per year if HONEYWELL reasonably believes that
      LICENSEE is not in compliance with LICENSEE’S obligations under this
      AGREEMENT.

              


      

       

      
        	
                6.3.

              	
                Reporting. LICENSEE
      will comply with the audit reporting requirements set forth in
      Article 5 “Reports and Records” of this
    AGREEMENT.

              


      

       

      
        	
                6.4.

              	
                Corrective Action.  LICENSEE
      shall use its commercially reasonable efforts to (a) immediately take
      such action as is required to correct any material deficiencies identified
      by HONEYWELL relating to the production of any LICENSED PRODUCTS, and
      (b) correct any non-material deficiencies identified by HONEYWELL
      relating to the production of any LICENSED PRODUCTS in a timely
      manner.  LICENSEE further agrees to use commercially reasonable
      efforts to provide such documentation or conduct such analyses as
      HONEYWELL may reasonably request in connection with any regulatory
      submission or audit.

              


      

       

      
        	
                6.5.

              	
                [...***...]

              


      

       

      
      

       

       

       

       

      ***CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      ARTICLE
7.

      CONFIDENTIALITY

       

      
        	
                7.1.

              	
                Definition of CONFIDENTIAL
      INFORMATION.  As
      used in this AGREEMENT, “CONFIDENTIAL INFORMATION” shall mean (a) the
      terms and conditions of this AGREEMENT, excluding the existence of this
      AGREEMENT, and (b) all information, data and materials that either
      PARTY (the “RECEIVING PARTY”) obtains from the other (the “DISCLOSING
      PARTY”) under this AGREEMENT, including, without limitation, the
      TECHNOLOGY, (i) which is marked as confidential, or (ii) which
      the RECEIVING PARTY should reasonably know, by its nature or the manner of
      its disclosure, to be confidential that the RECEIVING PARTY may receive or
      have access to in connection with this AGREEMENT.  The RECEIVING
      PARTY acknowledges and agrees that (A) CONFIDENTIAL INFORMATION
      constitute valuable trade secrets of the DISCLOSING PARTY, and are not
      within the public domain, (B) the DISCLOSING PARTY has and shall
      retain exclusive (except as expressly provided herein) valuable property
      rights in and to CONFIDENTIAL INFORMATION, (C) CONFIDENTIAL
      INFORMATION shall remain valuable trade secrets proprietary to the
      DISCLOSING PARTY unless and until the DISCLOSING PARTY places CONFIDENTIAL
      INFORMATION in the public domain or authorizes placement of the
      CONFIDENTIAL INFORMATION in the public domain, and (D) but for this
      AGREEMENT, the RECEIVING PARTY would have no rights in or access to the
      CONFIDENTIAL INFORMATION.

              


      

       

      
      

      
        	
                7.2.

              	
                Exceptions.  Notwithstanding
      Section 7.1, CONFIDENTIAL INFORMATION does not include, or shall
      cease to include as appropriate, information (a) that is lawfully
      received free of restriction from another source that, to the RECEIVING
      PARTY’S knowledge or knowledge it should have, has the right to furnish
      such information, (b) after it has become generally available to the
      public by acts not attributable to the RECEIVING PARTY or its employees,
      subcontractors, consultants or advisors, or (c) which, at the time of
      disclosure to the RECEIVING PARTY, was known to the RECEIVING PARTY free
      of restriction. Only the specific information that meets such exclusions
      will be excluded, and not any other information that happens to appear in
      proximity to such excluded portions (for example, a portion of a document
      may be excluded without affecting the confidential nature of those
      portions that do not themselves qualify for
    exclusion).

              


      

       

      
        	
                7.3.

              	
                Confidentiality Obligations.  The
      RECEIVING PARTY shall not use the CONFIDENTIAL INFORMATION for any purpose
      except in performance of its obligations hereunder or to exercise the
      rights granted to it hereunder.  The RECEIVING PARTY shall
      maintain all CONFIDENTIAL INFORMATION in strict confidence.  The
      RECEIVING PARTY shall not, without the prior written consent of the
      DISCLOSING PARTY, disclose, in any manner or via any media whatsoever, any
      CONFIDENTIAL INFORMATION, other than to its employees, manufacturing
      agents, resellers, consultants and contractors (“REPRESENTATIVES”)
      (a) who have a specific need to know such CONFIDENTIAL INFORMATION in
      order to exercise the RECEIVING PARTY’S rights hereunder, (b) who are
      informed of the confidential nature of the CONFIDENTIAL INFORMATION, and
      (c) who agree in writing to act in accordance with and be bound by
      terms and conditions at least as restrictive as the terms and conditions
      herein regarding the safeguarding and disclosure of CONFIDENTIAL
      INFORMATION.  HONEYWELL shall have the right to disclose the
      existence and the terms of this AGREEMENT to potential purchasers or
      licensees of any INTELLECTUAL PROPERTY RIGHTS of HONEYWELL without the
      prior written consent of, or the requirement to provide notice to,
      LICENSEE.

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
        	
                7.4.

              	
                Required Disclosures.  Notwithstanding
      the foregoing, in the event disclosure of CONFIDENTIAL INFORMATION by the
      RECEIVING PARTY is mandated by applicable law, rule or regulation, or by
      an order of a court or governmental or law enforcement agency or other
      authority, each of competent jurisdiction, then (a) the RECEIVING
      PARTY will promptly notify the DISCLOSING PARTY of such requirement,
      provided that, such notice is not prohibited by a regulatory, law
      enforcement, other governmental authority or an order of court of
      competent jurisdiction, and (b) the RECEIVING PARTY shall use good
      faith efforts, in consultation with the DISCLOSING PARTY, to challenge
      such disclosure or, failing in such challenge, secure a protective order
      or other appropriate confidential treatment of the CONFIDENTIAL
      INFORMATION so disclosed. Any such required disclosure shall not alter the
      nature of the information so disclosed as CONFIDENTIAL INFORMATION for
      purposes of this AGREEMENT.

              


      

       

      
      

      
        	
                7.5.

              	
                Breaches.  The
      RECEIVING PARTY will be responsible for any breach of this Article 7
      by any of its REPRESENTATIVES.  The RECEIVING PARTY shall notify
      the DISCLOSING PARTY immediately upon discovery of any unauthorized
      disclosure (inadvertent or otherwise) and shall, within
      thirty (30) days of such notice (a) use reasonable best
      efforts to cure such unauthorized disclosure of CONFIDENTIAL INFORMATION,
      (b) take all reasonable precautions to prevent any such unauthorized
      disclosure in the future, and (c) cooperate in good faith with the
      DISCLOSING PARTY to assist the DISCLOSING PARTY to regain possession of
      its CONFIDENTIAL INFORMATION and/or to prevent further unauthorized use or
      disclosure.

              


      

       

      
        	
                7.6.

              	
                Remedies.  The
      RECEIVING PARTY acknowledges and agrees that the violation of its
      obligations under this Article 7 would cause irreparable harm to the
      DISCLOSING PARTY, which harm may not be compensable solely by monetary
      damages, and that, therefore, in the event of an actual or threatened
      breach by the RECEIVING PARTY of this Article 7, the DISCLOSING PARTY
      shall be entitled to injunctive and other equitable relief, without the
      necessity of proving monetary damages or posting bond or other
      security.  Any such equitable relief granted shall be without
      limitation of or prejudice to any other rights and remedies as the
      DISCLOSING PARTY may have under this
  AGREEMENT.

              


      

       

      
      

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      ARTICLE
8.

      REPRESENTATIONS
AND WARRANTIES

       

      
        	
                8.1.

              	
                Mutual.  Each
      PARTY hereby represents, covenants and warrants to the other PARTY
      that:

              


      

       

      
      

      
        	
                 
      

              	
                (a)

              	
                it
      has the corporate power to enter into this AGREEMENT and to grant the
      rights and licenses granted herein and otherwise perform this
      AGREEMENT;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      entering into of this AGREEMENT will not (i) violate any provision of
      law, statute, rule or regulation or any ruling, writ, injunction, order,
      judgment or decree of any court, administrative agency or other
      governmental body, or (ii) conflict with or result in any breach of
      any of the terms, conditions or provisions of, or constitute a default (or
      give rise to any right of termination, cancellation or acceleration)
      under, or result in the creation of any lien, security interest, charge or
      encumbrance upon any of the properties or assets under its organizational
      documents, as amended to date, or any material note, indenture, mortgage,
      lease, agreement, contract, purchase order or other instrument, document
      or agreement in which such PARTY is a party or by which it or any of its
      properties or assets is bound or
affected;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                when
      executed and delivered by it, this AGREEMENT will constitute a legal,
      valid and binding obligation of it, enforceable against it in accordance
      with the provisions of this AGREEMENT;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                it
      shall perform its obligations under this AGREEMENT in compliance with all
      laws.

              


      

       

      
        	
                8.2.

              	
                HONEYWELL.  HONEYWELL
      represents and warrants that (a) to its knowledge, it owns all
      INTELLECTUAL PROPERTY RIGHTS in and to the TECHNOLOGY (excluding LICENSEE
      IMPROVEMENTS) or has the right to grant the rights granted herein,
      (b) to its knowledge, the TECHNOLOGY (excluding LICENSEE
      IMPROVEMENTS) is not subject to any lien, encumbrance, security interest,
      restriction, license or adverse claim of any nature, and (c) there is
      no legal action pending or, to its knowledge, threatened, against
      HONEYWELL that challenges the ownership of the
      TECHNOLOGY.

              


      

       

      
        	
                8.3.

              	
                DISCLAIMER.  EXCEPT
      AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE SUPPLY AGREEMENT OR
      THE APA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY
      EXPRESSLY DISCLAIMS AND HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE
      ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR
      IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY,
      FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE
      TECHNOLOGY, IMPROVEMENTS, THE MARK (AS DEFINED IN SECTION 13.10
      BELOW) AND THE LICENSED PRODUCTS.  EXCEPT AS TO ANY LIABILITY OR
      DAMAGES

              


      

       

      
      

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      ARISING
FROM THE INDEMNITY OBLIGATIONS SET FORTH IN ARTICLE 10 OR BREACH OF THE
CONFIDENTIALITY OBLIGATIONS AS SET FORTH IN ARTICLE 7, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES, INCLUDING LOSS
OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF PROPERTY OR CAPITAL, OR OTHER
DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE OPERATION OR USE OF THE
TECHNOLOGY, IMPROVEMENTS, MARK AND THE LICENSED PRODUCTS, INCLUDING WITHOUT
LIMITATION, THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY THE
LICENSED PRODUCTS, DAMAGES ARISING FROM LOSS OF REVENUE OR PROFITS, FAILURE TO
REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, THE USE OR INABILITY TO
USE ANY TECHNOLOGY OR LICENSED PRODUCTS, REGARDLESS OF HOW SUCH LOSS OR DAMAGE
MAY HAVE OCCURRED AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.

       

      WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING AND, EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, THE TECHNOLOGY AND THE MARK ARE BEING DELIVERED TO LICENSEE AND
LICENSEE IMPROVEMENTS ARE BEING PROVIDED TO HONEYWELL ON AN “AS IS” AND “WHERE
IS” BASIS, SUBJECT TO ACTUAL AVAILABILITY, IN THE DATA FORMAT EXISTING AS OF THE
EFFECTIVE DATE WHICH MAY INCLUDE, WITHOUT LIMITATION, PAPER AND ELECTRONIC
FORMATS.

       

      ARTICLE
9.

      LITIGATION

       

      
        	
                9.1.

              	
                ENFORCEMENT BY HONEYWELL.  HONEYWELL
      shall take whatever steps it deems necessary or desirable to protect the
      TECHNOLOGY, including, without limitation, the filing, prosecution and
      defense and settlement of litigation, at its own expense; provided,
      however, that except as expressly set forth in Section 9.2, nothing
      in this AGREEMENT shall obligate HONEYWELL to assume any responsibility or
      liability respecting any action or possible action.  Each PARTY,
      upon receiving knowledge thereof, shall give the other PARTY notice of any
      and all threatened or actual claims, disputes, controversies, actions,
      lawsuits, proceedings, investigations, or the issuance of any order, writ,
      injunction, award, judgment or decree before or of any court, tribunal,
      arbitration panel, agency or governmental instrumentality against
      HONEYWELL, LICENSEE or a third party that is related to the TECHNOLOGY
      and/or the LICENSED PRODUCTS.  Such notice will not obligate
      HONEYWELL to take action on such information.  In the event
      HONEYWELL chooses to enforce its rights in the TECHNOLOGY, all costs and
      expenses of any such litigation shall be borne solely by HONEYWELL and all
      benefits, damages and settlement, shall be the sole property of
      HONEYWELL.  LICENSEE shall, at HONEYWELL’S expense, cooperate
      with and assist HONEYWELL and shall make available all evidence,
      information or particulars in its possession which might assist HONEYWELL
      in such defense.  HONEYWELL shall keep LICENSEE informed
      concerning the progress of such
suit.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        	
                9.2.

              	
                ENFORCEMENT BY LICENSEE.  If
      HONEYWELL does not elect to enforce its rights in the TECHNOLOGY and/or
      defend any proceedings described in Section 9.1 within a [...***...] by
      HONEYWELL of the aforesaid notice, LICENSEE may initiate an action in
      respect of the TECHNOLOGY and/or INTELLECTUAL PROPERTY RIGHTS therein, in
      its own name and entirely under its own direction and control as provided
      in this Section 9.2.  In the event LICENSEE requests that
      HONEYWELL enforce its rights in the TECHNOLOGY, within
      sixty (60) days from receiving such notice, HONEYWELL may either
      elect to do so, or require that LICENSEE bring such action in each case,
      at the sole cost and expense of LICENSEE.  In the event LICENSEE
      brings an action, HONEYWELL shall, at LICENSEE’S expense, cooperate with
      and assist LICENSEE (including being joined into such action if required)
      and shall make available all evidence, information or particulars in its
      possession which might assist LICENSEE in such defense.  All
      costs and expenses of any such litigation shall be borne solely by
      LICENSEE and all benefits, damages and settlement, shall be the sole
      property of LICENSEE; provided, however that any monies recovered that are
      attributable to infringement relating to INTELLECTUAL PROPERTY RIGHTS in
      the NEW LICENSED PRODUCTS (as opposed to EXISTING EXCLUSIVE LICENSED
      PRODUCTS or EXISTING NON-EXCLUSIVE LICENSED PRODUCTS) shall be treated as
      GROSS REVENUES and royalties in respect of such GROSS REVENUES shall be
      due to HONEYWELL.  LICENSEE shall keep HONEYWELL informed
      concerning the progress of such suit.  Notwithstanding the
      foregoing, LICENSEE shall not, under any circumstances, be permitted to
      initiate an action in respect of the TECHNOLOGY and/or INTELLECTUAL
      PROPERTY RIGHTS therein,  in its own name and entirely under its
      own direction and control, or request that HONEYWELL enforce its rights in
      the TECHNOLOGY, (a) with respect to any EXISTING NON-EXCLUSIVE
      LICENSED PRODUCTS so long as the PRE-EXISTING AGREEMENTS are in effect, or
      (b) against any supplier, competitor or customer of HONEYWELL or any
      licensee or distributor under a PRE-EXISTING AGREEMENT (collectively,
      “PROTECTED PERSONS”) in the event such lawsuit will have a material
      adverse effect, as reasonably determined by HONEYWELL, on HONEYWELL or the
      operation of its businesses or its commercial relationships; provided,
      however that HONEYWELL acknowledges and agrees that PMA design houses are
      not PROTECTED PERSONS and manufacturers are not PROTECTED PERSONS unless
      they supply to HONEYWELL.

              


      

       

      
      

       

      
        	
                9.3.

              	
                [...***...]

              


      

       

       

       

       

      
        ***CONFIDENTIAL
TREATMENT REQUESTED

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

      

      ARTICLE
10.

       

      


       

      [...***...]

       

      


      


      


      


      


      


      


      


      


      ***CONFIDENTIAL TREATMENT
REQUESTED


      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      [...***...]

      


      ARTICLE
11.

      TERM

       

      
        	
                11.1.

              	
                Term.  This
      AGREEMENT shall commence on the EFFECTIVE DATE and shall, unless earlier
      terminated in accordance with this AGREEMENT, continue in perpetuity
      (“TERM”).

              


      

       

      
      

      
        	
                11.2.

              	
                [...***...]

              


      

       

      
      

      
        	
                11.3.

              	
                [...***...]

              


      

       

      
      

       

       

       

       

      ***CONFIDENTIAL
TREATMENT REQUESTED

      
 

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      [...***...]

       

      
        	
                11.4.

              	
                Return of Information.  For
      a period not to exceed six (6) months after the effective date of
      termination of this AGREEMENT, LICENSEE may retain any CONFIDENTIAL
      INFORMATION and the right to use such CONFIDENTIAL INFORMATION and
      TECHNOLOGY (and IMPROVEMENTS, as necessary) in accordance with the terms
      and conditions of this AGREEMENT for the sole purpose of transitioning the
      maintenance and support of LICENSED PRODUCTS distributed prior to the
      termination date to HONEYWELL or a third party designated by
      HONEYWELL.  After expiration of such six (6) month period,
      (a) the licenses granted in Section 2.1 shall immediately
      terminate, and (b) all notes, compilations, and other types of
      extracts that contain Confidential Information shall be destroyed by
      LICENSEE within the thirty (30) day period following any such termination
      and the destruction certified by an officer of LICENSEE in writing
      delivered to HONEYWELL within such thirty (30) day
      period.

              


      

       

      
      

      ARTICLE
12.

      INSURANCE

       

      
        	
                12.1.

              	
                Insurance.  LICENSEE
      will maintain and carry liability insurance which includes but is not
      limited to commercial general liability (including product liability and
      for services to be performed, completed operations liability) in a sum no
      [...***...], automobile liability in a sum no [...***...], workmen’s compensation
      in an amount no less than the applicable statutory minimum requirement and
      employer’s liability in an amount of no [...***...], with insurance carriers
      acceptable to HONEYWELL.  LICENSEE will, if requested by
      HONEYWELL, furnish certificates of insurance from its carrier(s) on the
      foregoing coverages, which shall provide that such coverage shall not be
      changed without [...***...] advance written notification to HONEYWELL from the
      carrier(s).

              


      

       

      
      

      ARTICLE
13.

      DESIGN
AUTHORITY AND DIRECT SHIP AUTHORITY

       

      
        	
                13.1.

              	
                Design Authority.  HONEYWELL
      shall maintain design authority with respect to all LICENSED
      PRODUCTS.  Any LICENSEE IMPROVEMENTS must be reviewed and
      approved in writing by HONEYWELL prior to use by LICENSEE as permitted
      under this AGREEMENT in connection with LICENSED
      PRODUCTS.

              


      

       

      
      

      
        	
                13.2.

              	
                Direct Ship Authority.  Pursuant
      to the terms of this AGREEMENT, LICENSEE shall be permitted to have
      manufactured, sell, have sold, import and distribute the LICENSED PRODUCTS
      pursuant to HONEYWELL’S Direct Ship Authority.  In order to
      maintain and meet the requirements of HONEYWELL’S Direct Ship Authority,
      LICENSEE agrees to use the TECHNOLOGY in strict accordance with the terms
      and conditions set forth in this AGREEMENT, and not to use the TECHNOLOGY
      for any other purpose, including without limitation, to design or
      manufacture products, compare a product or design of a product, or obtain
      FAA PMA, Designated Engineering Representative approval, or other
      governmental approval to manufacture or repair a product.  At
      all times

              


      

       

      
      

       

      ***CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      during the
TERM and subject to the terms hereof, LICENSEE will be entitled to ship LICENSED
PRODUCTS under HONEYWELL’S Direct Ship Authority as HONEYWELL’S Tier 1
Supplier.

       

      
        	
                13.3.

              	
                Manufacturing Requirements.  (a)  LICENSEE
      will have manufactured on its behalf only by those manufacturers
      authorized by HONEYWELL pursuant to HONEYWELL’S Direct Ship Authority
      (“APPROVED MANUFACTURERS”) any LICENSED PRODUCTS in accordance with the
      then-current guidelines of HONEYWELL’S Direct Ship Authority and other
      pertinent laws, rules and regulations of any REGULATORY AUTHORITIES in all
      applicable jurisdictions.  In the event that LICENSEE fails to
      comply with the guidelines of HONEYWELL’S Direct Ship Authority set forth
      in this Article 13, HONEYWELL may, at its option, have manufactured,
      sell, have sold, import and distribute the LICENSED PRODUCTS through
      (a) one of the licensees to the PRE-EXISTING AGREEMENTS, or
      (b) a manufacturer of the LICENSED PRODUCTS to have manufactured
      and/or procure those LICENSED PRODUCTS in respect of which LICENSEE is
      failing to comply with HONEYWELL’S Direct Ship Authority, until HONEYWELL
      determines in its reasonable discretion that LICENSEE has cured such
      failure.  The exercise of such right by HONEYWELL shall not be
      deemed to be a breach of LICENSEE’S exclusive rights under this AGREEMENT
      or the SUPPLY AGREEMENT, provided that HONEYWELL does not grant to any
      third party during such period, a license or sublicense to the TECHNOLOGY
      to have manufactured, sell, have sold, import or distribute the LICENSED
      PRODUCTS.  In the event that LICENSEE fails to comply with the
      guidelines of HONEYWELL’S Direct Ship Authority, HONEYWELL shall, at
      LICENSEE’s request and expense, use reasonable efforts to assist LICENSEE
      in regaining compliance as soon as
  possible.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      LICENSEE desires to identify a new manufacturer for the LICENSED PRODUCTS,
      LICENSEE shall identify such manufacturer to HONEYWELL and request that
      such manufacturer become an APPROVED MANUFACTURER, and HONEYWELL shall
      analyze and consider the authorization of the proposed manufacturer as an
      APPROVED MANUFACTURER in respect of the LICENSED PRODUCTS, which
      authorization shall not be unreasonably withheld by HONEYWELL; provided
      that (a) LICENSEE will reimburse HONEYWELL for all out-of-pocket
      costs and expenses incurred by HONEYWELL in connection with its review and
      consideration of such authorization, and (b) the following shall be
      reasonable grounds for HONEYWELL to make its determination of whether or
      not to grant such authorizations:  (1) whether or not the
      proposed supplier has an AS9100 quality system or other equivalent quality
      system reasonably satisfactory to HONEYWELL, (2) the extent to which
      technical resubstantiation and/or requalification of the products supplied
      by such manufacturer is required in order to meet HONEYWELL design
      specifications, and (3) whether or not such manufacturer has obtained
      a score of at least 3 on the HONEYWELL supplier common assessment
      scorecard.

              


      

       

      
        	
                13.4.

              	
                Regulatory Requirements.  LICENSEE
      will maintain or cause to be maintained the LICENSED PRODUCTS’
      distribution facility’s registration with all applicable REGULATORY
      AUTHORITIES, if any.  LICENSEE will (a) report to every
      applicable REGULATORY AUTHORITY within any relevant time periods all
      events that are required to be reported by LICENSEE (including any death
      or serious bodily injury caused by any LICENSED PRODUCTS), and
      (b) deliver, within the permitted time periods, all annual or other
      periodic reports required to be delivered by LICENSEE to every applicable
      REGULATORY AUTHORITY.

              


      

       

      
      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      
        	
                13.5.

              	
                Quality Assurance.  LICENSEE
      shall maintain ongoing quality assurance policies sufficient to satisfy
      its obligations under this
AGREEMENT.

              


      

       

      
      

      
        	
                13.6.

              	
                Distribution Service Levels.  HONEYWELL
      represents and warrants to LICENSEE that in connection with its operation
      of the BUSINESS, HONEYWELL maintained and requires its current third party
      distributors to maintain the following service standards (set forth in
      subsections (a)-(d) below) with respect to distribution of THIRD PARTY
      LICENSED PRODUCTS (“SERVICE LEVELS”).  LICENSEE shall maintain
      the following SERVICE LEVELS in connection with LICENSEE’S distribution of
      the THIRD PARTY LICENSED PRODUCTS pursuant to HONEYWELL’S Direct Ship
      Authority: [...***...]

              


      

       

       

       

       

      ***CONFIDENTIAL
TREATMENT REQUESTED

      
      

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      [...***...]

      


      


      
        	
                13.7.

              	
                Notices.  LICENSEE
      shall notify HONEYWELL in a timely manner when it becomes aware of any
      issue relating to regulatory compliance of any LICENSED PRODUCTS or any
      malfunction of any LICENSED PRODUCTS or any regulatory inspections or
      other communications with REGULATORY AUTHORITIES related to any LICENSED
      PRODUCTS or that would in any way impact any LICENSED PRODUCTS or
      LICENSEE’S performance of its responsibilities
      hereunder.  LICENSEE will notify HONEYWELL immediately if it
      becomes aware of any issue relating to the safety of any LICENSED PRODUCTS
      or of any death or bodily injury caused by any LICENSED PRODUCTS (or
      suspected to be caused by any LICENSED
  PRODUCTS).

              


      

       

      
        	
                13.8.

              	
                Regulatory Audit.  LICENSEE
      will permit authorized representatives of any REGULATORY AUTHORITY to
      inspect LICENSEE’S or its manufacturers’ plant and production facilities
      relating to or used in connection with the manufacture of the LICENSED
      PRODUCTS and will promptly notify HONEYWELL when LICENSEE receives notice
      of any such inspection.  LICENSEE will advise HONEYWELL of the
      findings of any regulatory inspection and will promptly take the necessary
      steps to correct any compliance deficiencies found by the REGULATORY
      AUTHORITY relating to the production of the LICENSED
      PRODUCTS.  LICENSEE further agrees to use commercially
      reasonable efforts to provide to HONEYWELL such documentation
      or

              


      

       

      
      

       

       

       

       

      ***CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      conduct
such analyses as HONEYWELL may reasonably request in connection with any
regulatory submission or audit concerning the LICENSED PRODUCTS.

       

      
        	
                13.9.

              	
                Force Majeure.  LICENSEE
      is not liable for a breach of this Article 13 in the event and to the
      extent that such breach is caused by a FORCE MAJEURE, provided, that such
      FORCE MAJEURE shall not prevent or restrict HONEYWELL’S right to have
      manufactured or procure LICENSED PRODUCTS during the pendency of any such
      FORCE MAJEURE in accordance with
  Section 13.3.

              


      

       

      
        	
                13.10.

              	
                Use of HONEYWELL
      Name.

              


      

       

      
      

      (a)           Subject
to the restrictions set forth herein, during the TERM, HONEYWELL hereby grants
to LICENSEE effective as of the EFFECTIVE DATE, a limited, personal,
non-exclusive, non-assignable (except as provided in Section 14.5),
royalty-free license to use the HONEYWELL name and word mark (the “MARK”)
solely:

       

      (i) to
have the LICENSED PRODUCTS marked with the MARK and/or other HONEYWELL
trademarks, and/or the letters “HON” and/or the applicable PART number by
APPROVED MANUFACTURERS, if and only to the extent required by the drawings and
specifications for such LICENSED PRODUCTS,

       

      (ii) to
identify LICENSEE as Honeywell’s authorized exclusive distributor of the
applicable specific LICENSED PRODUCTS in LICENSEE’S sales literature, marketing
materials, and other communications made to REGULATORY AUTHORITIES, customers or
the public, and

       

      (iii) generally,
in communications made to the REGULATORY AUTHORITIES, to customers or to the
public, to accurately identify the LICENSED PRODUCTS as products manufactured by
HONEYWELL APPROVED MANUFACTURERS under HONEYWELL’S production approval, that
LICENSEE is distributing such LICENSED PRODUCTS under HONEYWELL’S Direct Ship
Authority, to otherwise accurately identify that LICENSEE is authorized to
distribute the LICENSED PRODUCTS, and/or to otherwise make use of the MARK which
qualifies as a statutory fair use described in Section 1115(b)(4) of the
Lanham Act and which is not prohibited by law.

       

      This
license does not include the right to sublicense, except to the extent necessary
to have LICENSED PRODUCTS bearing the MARK manufactured by APPROVED
MANUFACTURERS as permitted herein.  Except as expressly provided in
this Section 13.10 and in Section 5.14 of the APA, LICENSEE shall have
no further rights to use the MARK.  All use of the MARK as permitted
hereunder shall inure to the benefit of HONEYWELL.

       

      (b)           LICENSEE
shall use reasonable and good faith commercial efforts to safeguard the
established goodwill symbolized by the MARK and maintain the quality and
performance standards with respect to the LICENSED PRODUCTS as set forth in this
AGREEMENT.  LICENSEE shall not take any action or omit to take any
action which may reasonably be expected to derogate, erode or tarnish the Mark,
or otherwise diminish

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      the value
of the Mark.  If at any time, HONEYWELL determines that LICENSEE is
using or displaying the MARK in a manner which is or may likely be detrimental
to HONEYWELL’S interest or that degrades or tarnishes the value of the MARK or
the goodwill associated therewith, HONEYWELL may issue reasonable instructions
to LICENSEE concerning the manner in which, if any, LICENSEE may continue to use
the MARK and LICENSEE will promptly comply with such instructions and
discontinue such offending use.

       

      (c)           LICENSEE
acknowledges that the MARK is the sole and exclusive property of
HONEYWELL.  HONEYWELL is not conveying, and LICENSEE is not acquiring,
any right, title or interest, express or implied, in the MARK or its use,
individually or collectively, or to any associated trade names, corresponding
trademarks or other source indicators
of  HONEYWELL.  LICENSEE shall not knowingly at any time,
either during the life of or after expiration of this AGREEMENT,
(i) contest the validity of the MARK or HONEYWELL’S rights therein, or
(ii) assert or claim any other right to manufacture, sell or offer for sale
products or services under the MARK, or any trademark confusingly similar
thereto or knowingly assist any third party in such activities, or
(iii) register, or attempt to register, in connection with any products or
services anywhere in the world in any medium, any trademarks, trade names or
domain names that include, are identical to or are confusingly similar to the
MARK or any derivation therefrom.

       

      (d)           In
the event that LICENSEE fails to comply with any of its obligations set forth in
this Section 13.10, HONEYWELL shall provide LICENSEE with written notice of
such failure and LICENSEE shall have a period of thirty (30) days from
the date of such notice to cure such failure.  LICENSEE acknowledges
that an uncured breach of LICENSEE’S obligations set forth in this
Section 13.10 may cause HONEYWELL irreparable damage which cannot be
remedied in monetary damages in an action at law and may also constitute
infringement of the MARK.  In any such event, notwithstanding anything
to the contrary contained in Section 14.8 of this AGREEMENT, HONEYWELL
shall be entitled to an immediate injunction to cease or prevent such
irreparable harm, without being required to show actual damage or post an
injunction bond, in addition to any other legal or equitable remedies available
under this AGREEMENT or at law.  In addition, in the event of a
dispute between the parties regarding the MARK, the prevailing party shall be
entitled to recover its costs, expenses and attorneys’ fees incurred in
connection with enforcing the terms of this AGREEMENT as it relates to the
MARK.  A “prevailing party” shall mean a party who receives all or
substantially all of the relief sought by such party in an adjudication of its
claims arising out of or related to this AGREEMENT before a court of law or
other agreed upon tribunal.

       

      ARTICLE
14.

      MISCELLANEOUS

       

      
        	
                14.1.

              	
                Expenses.  Except
      as specifically set forth elsewhere herein, each of the PARTIES hereto
      shall pay its own expenses and costs incurred or to be incurred by it in
      negotiating, closing and carrying out this
    AGREEMENT.

              


      

       

      
      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      
        	
                14.2.

              	
                Labeling and Marking.  Except
      as specifically set forth in Section 13.10 of this AGREEMENT and in
      the APA, LICENSEE shall not at any time during or after the TERM of this
      AGREEMENT use any trademark or trade name of HONEYWELL, including but not
      limited to Honeywell®, on any advertising or sales literature, brochures,
      packaging, documentation or the
like.

              


      

       

      
      

       

      
        	
                14.3.

              	
                Entire Agreement.  The
      AGREEMENT, the SUPPLY AGREEMENT and the APA, including all exhibits and
      schedules attached hereto and thereto,  constitute the entire
      agreement between the PARTIES hereto with respect to the subject matter
      hereof and supersedes any and all prior communications, representations,
      agreements and understandings between the PARTIES hereto, whether oral or
      written.  In the event of any conflict among the provisions of
      this AGREEMENT, the SUPPLY AGREEMENT and the APA, the provisions of this
      AGREEMENT shall control.

              


      

       

      
      

       

      
        	
                14.4.

              	
                Notices. All notices or
      other communications given or made pursuant to this AGREEMENT by a PARTY
      hereto to the other PARTY shall be in writing and shall be deemed to have
      been duly given or made (a) on the date of delivery if delivered
      personally, or by telecopy or facsimile, upon confirmation of receipt (if
      received on a business day or, if not received on a business day, on the
      first business day following such date of receipt), (b) on the first
      business day following the date of dispatch if delivered by a recognized
      next-day courier service, or (c) on the fifth business day following
      the date of mailing if delivered by registered or certified mail return
      receipt requested, postage prepaid and shall be delivered personally or
      mailed by registered or certified mail (postage prepaid, return receipt
      requested), sent by overnight courier or sent by telecopy, to the
      applicable PARTY at the following addresses or telecopy numbers (or at
      such other address or telecopy number for a PARTY as shall be specified by
      like notice):

              


      

       

      
        	
                 
      

              	
                If
      to HONEYWELL:

              


      

       

      
        	
                 
      

              	
                Honeywell
      International Inc.

              


      

      
        	
                 
      

              	
                101
      Columbia Road

              


      

      
        	
                 
      

              	
                P.O.
      Box 4000

              


      

      
        	
                 
      

              	
                Morristown,
      New Jersey  07962-2487

              


      

      
        	
                 
      

              	
                Attention:  General
      Counsel and Senior Vice President

              


      

      
        	
                 
      

              	
                Telecopy
      No.:  (973) 455-4217

              


      

       

      
        	
                 
      

              	
                If
      to LICENSEE:

              


      

       

      
        	
                 
      

              	
                BE
      Aerospace, Inc.

              


      

      
        	
                 
      

              	
                1400
      Corporate Center Way

              


      

      
        	
                 
      

              	
                Wellington,
      Florida 33414

              


      

      
        	
                 
      

              	
                Attention:  Thomas
      P. McCaffrey

              


      

      
        	
                 
      

              	
                Telecopy
      No. (561) 791-3966

              


      

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                with
      a copy to:

              


      

       

      
        	
                 
      

              	
                M
      & M Aerospace Hardware, Inc., a B/E Aerospace
  Company

              


      

      
        	
                 
      

              	
                10000
      NW 15th Terrace

              


      

      
        	
                 
      

              	
                Miami,
      FL 33172

              


      

      
        	
                 
      

              	
                Attention:  John
      Cuomo

              


      

      
        	
                 
      

              	
                Telecopy
      No. (305) 629-2779

              


      

       

      
        	
                14.5.

              	
                Assignment. Each PARTY may
      assign or otherwise transfer all of its rights or obligations under this
      AGREEMENT without the consent of the other PARTY in connection with a
      merger, reorganization or sale of all or substantially all of the assets
      or business to which this AGREEMENT relates.  Each PARTY will
      provide the other PARTY with written notice of any such assignment or
      transfer no later than ten (10) days after the effective date of
      such assignment or transfer.  HONEYWELL may assign this
      AGREEMENT, or any portion of its rights or obligations hereunder, to one
      or more AFFILIATES without the prior written consent of
      LICENSEE.  LICENSEE may delegate its rights and obligations to M
      & M Aerospace Hardware, Inc. but LICENSEE remains liable for the
      performance by M & M Aerospace Hardware, Inc.  LICENSEE may
      assign or delegate any portion of its rights and obligations hereunder to
      any other AFFILIATES with the prior written consent of HONEYWELL, such
      consent not be unreasonably withheld.  Any other assignment,
      transfer or delegation of this AGREEMENT or the rights or obligations of a
      PARTY hereunder will require the consent of the other PARTY.  In
      the event of any assignment permitted hereunder, the assignee shall agree
      in writing to be bound by the terms and conditions of this AGREEMENT and
      to assume all of the obligations of the assigning PARTY
      hereunder.  Any other assignment or transfer of this AGREEMENT
      shall be void.  All terms and conditions of this AGREEMENT shall
      be binding on and inure to the benefit of the legal representatives,
      successors and permitted assigns of the
PARTIES.

              


      

       

      
      

      
        	
                14.6.

              	
                Amendment. The AGREEMENT may be
      amended only by written agreement duly executed by representatives of the
      PARTIES hereto.

              


      

       

      
      

      
        	
                14.7.

              	
                Applicable Law.  The
      AGREEMENT shall in all respects be interpreted, construed, and governed by
      and in accordance with the laws of the State of New York, disregarding any
      conflict of laws provisions which may require the application of the law
      of another jurisdiction.

              


      

       

      
      

      
        	
                14.8.

              	
                Dispute Resolution;
      Mediation; Jurisdiction.

              


      

       

      
      

      
        	
                 
      

              	
                (a)

              	
                In
      the event of any dispute, controversy or claim in any way arising out of
      or relating to this AGREEMENT (a “DISPUTE”), upon the written notice of
      either PARTY hereto, the PARTIES hereto shall attempt to negotiate a
      resolution of the DISPUTE.  If the PARTIES hereto are unable for
      any reason to resolve a DISPUTE within thirty (30) days after
      the receipt of such notice, the DISPUTE shall be submitted to mediation in
      accordance with Section 14.8(b)
hereof.

              


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (b)

              	
                Any
      DISPUTE not resolved pursuant to Section 14.8(a) hereof shall, at the
      request of either PARTY hereto (a “MEDIATION REQUEST”), be submitted to
      non-binding mediation in accordance with the then current CPR Mediation
      Procedure (the “PROCEDURE”), except as modified herein.  The
      mediation shall be held in New York, New York.  The PARTIES
      shall have twenty (20) days from receipt by a PARTY of a
      MEDIATION REQUEST to agree on a mediator.  If no mediator has
      been agreed upon by the PARTIES within twenty (20) days of
      receipt by a PARTY (or PARTIES) of a MEDIATION REQUEST, then any PARTY may
      request (on written notice to the other PARTIES), that the CPR appoint a
      mediator in accordance with the PROCEDURE.  All mediation
      pursuant to this clause shall be confidential and shall be treated as
      compromise and settlement negotiations, and no oral or documentary
      representations made by the PARTIES during such mediation shall be
      admissible for any purpose in any subsequent proceedings.  No
      PARTY hereto shall disclose or permit the disclosure of any information
      about the evidence adduced or the documents produced by the other PARTIES
      in the mediation proceedings or about the existence, contents or results
      of the mediation without the prior written consent of such other PARTIES
      except in the course of a judicial or regulatory proceeding or as may be
      required by LAW (as defined in the APA) or requested by a REGULATORY
      AUTHORITY or securities exchange.  Before making any disclosure
      permitted by the preceding sentence, the PARTY intending to make such
      disclosure shall give the other PARTIES reasonable written notice of the
      intended disclosure and afford the other PARTIES a reasonable opportunity
      to protect its interests.  If the DISPUTE has not been resolved
      within sixty (60) days of the appointment of a mediator, or
      within ninety (90) days of receipt by a PARTY of a MEDIATION
      REQUEST (whichever occurs sooner), or within such longer period as the
      PARTIES may agree to in writing, then any PARTY may file an action on the
      DISPUTE in any court having jurisdiction in accordance with
      Section 14.8(c).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Each
      of the PARTIES hereby irrevocably and unconditionally consents to submit
      to the exclusive jurisdiction of the courts of the State of New York
      sitting in New York County and the courts of the United States of America
      located in New York County, New York for any litigation arising out of or
      relating to this AGREEMENT or the transactions contemplated hereby or any
      of the other transactions contemplated hereby (and agrees not to commence
      any litigation relating hereto except in such courts), and further agrees
      that service of any process, summons, notice or document by U.S.
      registered mail to its respective address set forth in Section 14.4,
      shall be effective service of process for any litigation brought against
      it in any such court.  Each of the PARTIES hereby irrevocably
      and unconditionally waives any objection to the laying of venue of any
      litigation arising out of this AGREEMENT or the transactions contemplated
      hereby or any of the other transactions contemplated hereby in the courts
      of the State of New York sitting in New York County or the courts of the
      United States of America located in New York County, New York and hereby
      further irrevocably and unconditionally waives and agrees not to plead or
      claim in any such court that any such litigation brought in any such court
      has been brought in an inconvenient forum.  EACH OF THE PARTIES
      HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
      TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR
      RELATING IN ANY WAY TO THIS
AGREEMENT.

              


      

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      
        	
                14.9.

              	
                Export
      Compliance.  This AGREEMENT is subject to all applicable
      laws and regulations of the U.S. Government.  LICENSEE shall be
      responsible for obtaining, and for retaining documentation evidencing
      compliance with, any necessary import licenses, export licenses or other
      governmental authorizations required in connection with any disclosure by
      it under this AGREEMENT, including disclosures to foreign nationals
      located within a facility of a PARTY hereto, as the case may
      be.  Furnishing of information shall be subject to prior receipt
      of all necessary governmental
approvals.

              


      

       

      
      

      
        	
                14.10.

              	
                No Third Party Rights.  The
      AGREEMENT is not intended and shall not be construed to create any rights
      in any party other than HONEYWELL and LICENSEE and no other person shall
      assert any rights as a third party beneficiary
      hereunder.

              


      

       

      
      

      
        	
                14.11.

              	
                Counterparts.  The
      AGREEMENT may be executed simultaneously in two or more
      counterparts (including by facsimile or electronic .pdf submission),
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same
instrument.

              


      

       

      
      

      
        	
                14.12.

              	
                Exhibits.  EXHIBITS
      attached hereto are incorporated into this AGREEMENT and shall be deemed a
      part hereof as if set forth herein in full.  References herein
      to “this AGREEMENT” and the words “therein”, “hereof” and words of similar
      import refer to this AGREEMENT (including EXHIBITS) as an
      entirety.  In the event of any conflict between the provisions
      of this AGREEMENT and any such EXHIBIT, the provisions of this AGREEMENT
      shall control.

              


      

       

      
      

       

      
        	
                14.13.

              	
                Waivers.  Any waiver
      of rights hereunder must be set forth in writing.  A waiver of
      any breach or failure to enforce any of the terms or conditions of this
      AGREEMENT shall not in any way affect, limit or waive any PARTY’S rights
      at any time to enforce strict compliance thereafter with every term or
      condition of this AGREEMENT.

              


      

       

      
      

      
        	
                14.14.

              	
                Severability.  If any
      term or other provision of this AGREEMENT is invalid, illegal or incapable
      of being enforced by any rule of Law or public policy, all other
      conditions and provisions of this AGREEMENT shall nevertheless remain in
      full force and effect so long as the economic or legal substance of the
      transactions contemplated hereby is not affected in any manner materially
      adverse to any PARTY.  Upon a determination that any term or
      other provision is invalid, illegal or incapable of being enforced, the
      PARTIES shall negotiate in good faith to modify this AGREEMENT so as to
      affect their original intent as closely as possible in an acceptable
      manner to the end that the transactions contemplated hereby are fulfilled
      to the maximum extent possible.

              


      

       

      
      

      
        	
                14.15.

              	
                Construction.  The
      headings of Articles and Sections in this AGREEMENT are provided for
      convenience only and will not affect its construction or
      interpretation.  The
language

              


      

       

      
      

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      used in
this AGREEMENT is the language chosen by the PARTIES to express their mutual
intent, and no rule of strict construction shall be applied against any
PARTY.

       

      [Remainder
of page left intentionally blank]

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      IN WITNESS
WHEREOF, HONEYWELL and LICENSEE have duly executed and delivered this AGREEMENT
as of the day and year first above written.

       

      
        
          	 	
                  HONEYWELL
      INTERNATIONAL INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ ANNE
      T. MADDEN	 
	 	 	
                  Name:  Anne
      T. Madden

                	 
	 	 	Title:	 
	 	 	 	 


        

      

      
        	
                 
      

              	
                 

              


      

       

      
        
          	 	
                  LICENSEE

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ THOMAS
      P. MCCAFFREY	 
	 	 	
                  Name:  Thomas
      P. McCaffrey

                	 
	 	 	
                  Title:

                	 
	 	 	 	 


        

      

       

       

       

      
        Signature
Page to Intellectual Property License Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      EXHIBIT
A

       

      TECHNOLOGY

       

      
        	
                (I)

              	
                Technology to be
      provided to LICENSEE for the PARTS listed on Exhibits B, C, D, E and
      F

              


      

       

      
        	
                 
      

              	
                ·

              	
                PART
      prints which include product dimensions, definitions, tolerances,
      applicable processing, materials, specifications and approved
      vendors.

              


      

      
        	
                 
      

              	
                ·

              	
                Specifications

              


      

      
        	
                 
      

              	
                ·

              	
                Supplementary
      Purchase Order Conditions (SPOC)
Manual

              


      

      
        	
                 
      

              	
                ·

              	
                Listing
      of APPROVED MANUFACTURERS for each
PART

              


      

      
        	
                 
      

              	
                ·

              	
                Direct
      Ship Authority Letter

              


      

      
        	
                 
      

              	
                ·

              	
                HONEYWELL
      data that the REGULATORY AUTHORITIES advise LICENSEE are necessary for
      exercising ODAR/ODA privileges at the LICENSEE
  facilities.

              


      

       

      
        	
                (II)

              	
                Access
      to the data contained in or generated by the following applications of
      Honeywell Systems related to the Licensed Products to be provided to
      LICENSEE:

              


      

       

      
        	
                 
      

              	
                ·

              	
                Honeywell
      Product Data Management (PDM) System, the repository of the data required
      to manufacture a PART.

              


      

      
        	
                 
      

              	
                ·

              	
                Approved
      Processing Supplier List (APSL) for each process specification via the
      Supplier Portal web-based system that LICENSEE is already
      using

              


      

      
        	
                 
      

              	
                ·

              	
                FAIR
      Tracker to assure a first article Is on file every three (3)
      years.

              


      

      
        	
                 
      

              	
                ·

              	
                eCats
      in case a Request for Material Review Action (RMRA) deviation is requested
      to ship Parts.

              


      

      
        	
                 
      

              	
                ·

              	
                FAA
      Production Approval System (FPAS), FAA’s approved parts list to generate
      the 8130-3 tags.

              


      

      
        	
                 
      

              	
                ·

              	
                Honeywell
      Consumable Solutions’ Procedures/Work Instructions Repository for each
      Part.

              


      

      
        	
                 
      

              	
                ·

              	
                MACPAC
      (HON Engines MRP ordering System).

              


      

      
        	
                 
      

              	
                ·

              	
                View
      Rights only to FPAD (Federal Production Approval Database), which is a
      Honeywell database that transfers 8130-3 data from FPAS via
      SAP

              


      

      
        	
                 
      

              	
                ·

              	
                HON
      Electronic Store Front (HON Sky Harbor ordering system), and any successor
      system thereto

              


      

      
        	
                 
      

              	
                ·

              	
                User
      IDS, passwords or other authorizations provided to LICENSEE to access the
      foregoing applications.

              


      

       

      (III)           LICENSEE
to receive:

       

      
        	
                 
      

              	
                ·

              	
                Any
      Honeywell Aerospace Quality Alerts.

              


      

      
        	
                 
      

              	
                ·

              	
                Any
      HONEYWELL “Stop Orders” to purge
inventory.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT
B


       

      EXISTING
EXCLUSIVE LICENSED PRODUCTS

       

      [...***...]

       

       

       

       

       

       

      ***CONFIDENTIAL
TREATMENT REQUESTED ON 783 PAGES

    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      EXHIBIT
C


       

      EXISTING
NON-EXCLUSIVE LICENSED PRODUCTS

       

      [...***...]

       

       

       

       

       

      
        ***CONFIDENTIAL
TREATMENT REQUESTED ON 135 PAGES

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
D


       

      HONEYWELL
LICENSED PRODUCTS

       

      Exhibit D
consists of the combination of Exhibit C (Existing Non-Exclusive Licensed
Products) and Attachment 1B of the Supply Agreement (which attachment is
incorporated by reference herein).

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
E

       

      THIRD
PARTY LICENSED PRODUCTS

       

       

       

      [To be
provided by LICENSEE after Closing]

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
F


       

      NEW
LICENSED PRODUCTS

       

       

       

       

      [To be
provided by HONEYWELL after Closing]

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
G

       

      PRE-EXISTING
AGREEMENTS

       

      [...***...]

       

      ***
CONFIDENTIAL TREATMENT REQUESTED

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
H


      QUALIFYING
ENTITIES

       

       

      
 

        [...***...]

         

        ***
CONFIDENTIAL TREATMENT REQUESTED