exv10w3






EXHIBIT 10.3




 





INTELLECTUAL PROPERTY LICENSE AGREEMENT



between



NORTHROP GRUMMAN SYSTEMS CORPORATION



and



NORTHROP GRUMMAN SHIPBUILDING, INC.



Dated as of [________]



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS 
	 	 	1	 
	 
	Section 1.1 Table of Definitions 
	 	 	1	 
	Section 1.2 Certain Defined Terms 
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II GRANT OF LICENSES 
	 	 	4	 
	 
	 	 	 	 
	Section 2.1 Grant of Licenses
	 	 	4	 
	Section 2.2 Have Made Rights 
	 	 	4	 
	Section 2.3 Right to Sublicense 
	 	 	5	 
	Section 2.4 Licensed Software 
	 	 	5	 
	Section 2.5 Delivery of Embodiments of IP 
	 	 	5	 
	Section 2.6 Jointly Developed Intellectual Property 
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III OWNERSHIP 
	 	 	6	 
	 
	 	 	 	 
	Section 3.1 Ownership 
	 	 	6	 
	Section 3.2 Ownership of Improvements and Derivative Works 
	 	 	6	 
	Section 3.3 No Other License 
	 	 	6	 
	Section 3.4 Prosecution and Maintenance 
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV CONFIDENTIALITY 
	 	 	7	 
	 
	 	 	 	 
	Section 4.1 Proprietary Information 
	 	 	7	 
	Section 4.2 Confidentiality 
	 	 	7	 
	Section 4.3 Limited Exception 
	 	 	8	 
	Section 4.4 Unauthorized Disclosure 
	 	 	8	 
	 
	 	 	 	 
	ARTICLE V REPRESENTATIONS; DISCLAIMER 
	 	 	8	 
	 
	 	 	 	 
	Section 5.1 Mutual Representations 
	 	 	8	 
	Section 5.2 Disclaimer 
	 	 	8	 
	Section 5.3 Limitations on Liability 
	 	 	9	 
	Section 5.4 Indemnification 
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VI TERM 
	 	 	9	 
	 
	Section 6.1 Term 
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VII TRANSFERABILITY 
	 	 	10	 
	 
	 	 	 	 
	Section 7.1 Assignment 
	 	 	10	 






 









 





TABLE OF CONTENTS

(Continued)





	 	 	 	 	 
	 	 	Page	 
	ARTICLE VIII GENERAL PROVISIONS 
	 	 	10	 
	 
	 	 	 	 
	Section 8.1 Amendment and Modification 
	 	 	10	 
	Section 8.2 Waiver 
	 	 	10	 
	Section 8.3 Notices 
	 	 	10	 
	Section 8.4 Interpretation 
	 	 	11	 
	Section 8.5 Entire Agreement 
	 	 	12	 
	Section 8.6 No Third-Party Beneficiaries 
	 	 	12	 
	Section 8.7 Governing Law 
	 	 	12	 
	Section 8.8 Submission to Jurisdiction 
	 	 	12	 
	Section 8.9 Enforcement 
	 	 	13	 
	Section 8.10 Severability 
	 	 	13	 
	Section 8.11 Waiver of Jury Trial 
	 	 	13	 
	Section 8.12 Counterparts 
	 	 	13	 
	Section 8.13 Facsimile Signature 
	 	 	13	 
	Section 8.14 Effect if Distribution Does Not Occur 
	 	 	14	 






ii









 





INTELLECTUAL PROPERTY LICENSE AGREEMENT




     INTELLECTUAL PROPERTY LICENSE AGREEMENT, dated as of [______________] (this “License
Agreement”), between Northrop Grumman Systems Corporation, a Delaware corporation
(“NGSC”) and Northrop Grumman Shipbuilding, Inc., a Virginia corporation (“NGSB”).



RECITALS




     A. NGSC, NGSB, Northrop Grumman Corporation, a Delaware corporation (“NGC”), New P,
Inc., a Delaware corporation (“New NGC”), and Huntington Ingalls Industries, Inc., a
Delaware corporation (“HII”), have entered into the Separation and Distribution Agreement
(the “Separation Agreement”), dated as of the date hereof, pursuant to which New NGC
intends to distribute to its stockholders its entire interest in HII by way of a stock dividend
(the “Distribution”).



     B. Following the Distribution, NGSC will be a wholly owned subsidiary of New NGC (which will
be renamed “Northrop Grumman Corporation”) and NGSB will be a wholly owned subsidiary of HII and
will be renamed “Huntington Ingalls Industries Company.”



     C. The parties wish to set forth their agreements as to certain matters regarding Intellectual
Property (as defined below) under which each party shall grant to the other a non-exclusive license
of the Intellectual Property owned by such party or any of its Affiliates that is used by the other
party in the conduct of their respective businesses and within the Field of Use (as defined below).



AGREEMENT




     In consideration of the foregoing and the mutual covenants and agreements herein contained,
and intending to be legally bound hereby, the parties agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.1 Table of Definitions. The following terms have the meanings set forth on the pages referenced below:



	 	 	 	 	 
	Definition	 	Page	 
	Affiliate 
	 	 	2	 
	Business Day 
	 	 	2	 
	Disclosing Party 
	 	 	7	 
	Distribution 
	 	 	1	 
	Field of Use 
	 	 	2	 
	Governmental Authority 
	 	 	3	 
	HII 
	 	 	1	 
	Improved Software 
	 	 	5	 






 









 






	 	 	 	 	 
	Definition	 	Page	 
	Indemnifying Party 
	 	 	9	 
	Intellectual Property 
	 	 	3	 
	License Agreement 
	 	 	1	 
	Licensed Intellectual Property 
	 	 	3	 
	Licensee 
	 	 	3	 
	Licensor 
	 	 	3	 
	Licensor Indemnitees 
	 	 	9	 
	Line of Business 
	 	 	3	 
	New NGC 
	 	 	1	 
	NGC 
	 	 	1	 
	NGSB 
	 	 	1	 
	NGSC 
	 	 	1	 
	Person 
	 	 	3	 
	Proprietary Information 
	 	 	7	 
	Receiving Party 
	 	 	7	 
	Relevant Usage Period 
	 	 	3	 
	Separation Agreement 
	 	 	1	 
	Software 
	 	 	3	 
	Subsidiary 
	 	 	3	 






     Section 1.2 Certain Defined Terms. For the purposes of this License Agreement:



          “Affiliate” of any Person means a Person that controls, is controlled by, or is under
common control with such Person; provided, however, that for purposes of this
License Agreement, NGSC and its Subsidiaries shall not be deemed to be an Affiliate of NGSB and
NGSB and its Subsidiaries shall not be deemed to be an Affiliate of NGSC. As used herein,
“control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, whether through ownership of voting
securities or other interests, by contract or otherwise.




          “Business Day” means a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close.




          “Field of Use” means, as to any Intellectual Property, the use of such Intellectual
Property that the Licensee has made in the ordinary course of its business in the Relevant Usage
Period prior to and including the Distribution, including the general manner and scope of such use
in the Line of Business for which the Intellectual Property has been used during such Relevant
Usage Period. In the event of a dispute
between the parties as to whether a particular use by a Licensee of Licensed Intellectual
Property licensed to such Licensee is within the applicable Field of Use, the Licensee will have
the burden of proof by a preponderance of the evidence.





2









 








          “Governmental Authority” means any United States or non-United States federal, state,
local, territorial, tribal or international court, government, department, commission, board,
bureau, agency, official or other legislative, judicial, regulatory, administrative or governmental
authority.




          “Intellectual Property” or “IP” means all of the following intellectual
property rights, whether arising under the laws of the United States or the laws of any other
jurisdiction: (a) patents, (b) copyrights, (c) trade secrets, know-how and other confidential and
proprietary information, and (d) all registrations and applications for registration of any of the
foregoing, but excluding (e) trademarks, service marks, domain names and similar rights.




          “Licensed Intellectual Property” means all Intellectual Property owned by a party or
any of its Affiliates as of the Distribution that, in the Relevant Usage Period prior to or at the
time of the Distribution, is being used by the other party or any of its Affiliates in the ordinary
course of such other party’s or any of its Affiliate’s businesses.




          “Licensee” means, collectively, a party and its Affiliates in their capacity as
licensees to which a license of Licensed Intellectual Property is granted by Licensor hereunder.




          “Licensor” means, collectively, a party and its Affiliates in their capacity as
licensors of Licensed Intellectual Property that is licensed to Licensee hereunder.




          “Line of Business” means a set of one or more highly related products which service a
particular business need.




          “Person” means an individual, corporation, partnership, limited liability company,
limited liability partnership, syndicate, person, trust, association, organization or other entity,
including any Governmental Authority, and including any successor, by merger or otherwise, of any
of the foregoing.




          “Relevant Usage Period” means, in the case of the Licensed Intellectual Property that
is described in Schedule A, the applicable period specified therein or, in the case of all
other Licensed Intellectual Property, the 12-month period prior to the Distribution.




          “Software” means computer software and databases, together with, as applicable, object
code, source code, firmware and embedded versions thereof and documentation related thereto.




          “Subsidiary” of any Person means any corporation or other organization, whether
incorporated or unincorporated, of which at least a majority of the securities or interests having
by the terms thereof ordinary voting power to elect at least a majority of the board of directors
or others performing similar functions with respect to such corporation or other organization is
directly or indirectly owned or controlled by such Person or by any one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries; provided,
however, that no Person that is not directly or indirectly wholly


3









 







owned by any other Person
shall be a Subsidiary of such other Person unless such other Person controls, or has the right,
power or ability to control, that Person.




ARTICLE II

GRANT OF LICENSES




     Section 2.1 Grant of Licenses.



          (a) Subject to the terms and conditions of this License Agreement, each Licensor hereby grants
to the respective Licensee a non-exclusive, worldwide, fully paid, non-transferable (except as
expressly provided in Article VII), irrevocable and perpetual license, solely within such
Licensee’s Field of Use, to:




               (i) make (including the right to use any apparatus and practice any method in making), have
made, make improvements on, use, import, offer for sale, lease, sell and/or otherwise transfer
products and provide services under the patents included in such Licensor’s Licensed Intellectual
Property (including any patents that hereafter issue on patent applications that are pending as of
the Distribution);



               (ii) use, reproduce, distribute, prepare derivative works of, and publicly perform and
publicly display any original works of authorship (or any derivative works based thereon) that are
the subject of any of the copyrights included in such Licensor’s Licensed Intellectual Property;
and



               (iii) use and exploit any know-how or other trade secrets or proprietary information included
in such Licensor’s Licensed Intellectual Property, subject to compliance with the confidentiality
obligations set forth in Article IV.



          (b) Each party shall cause its Affiliates to grant the licenses contemplated to be granted by
such Affiliates hereunder and to perform all of their obligations imposed hereunder, including the
confidentiality obligations set forth in Article IV.




          (c) Each Licensee will, and will cause its Affiliates to, comply with the Field of Use and all
other limitations or restrictions imposed under this License Agreement with respect to its and its
Affiliates’ use of the Licensed Intellectual Property licensed to it and its Affiliates hereunder.




     Section 2.2 Have Made Rights. The licenses granted in Sections 2.1(a)(i) by the applicable Licensor to the applicable
Licensee to have products made by a third party or to import products: (a) apply only when the
specifications for such Licensee’s products were created by or specifically for Licensee (either
solely or jointly with one or more third parties), (b) extend only to those claims of Licensor’s
licensed patents, the infringement of which would be necessitated by compliance with such
specifications and (c) do not apply to any methods used, or any products in substantially the same
form manufactured or marketed, by such third party, prior to Licensee’s furnishing of such
specifications.



4









 





     Section 2.3 Right to Sublicense. Each Licensee shall have the right to sublicense freely the rights and licenses granted by
the applicable Licensor pursuant to Section 2.1(a) to Licensee’s contractors, sub-contractors and
agents for use solely in connection with the operation of Licensee’s business and within the Field
of Use. Each Licensee shall ensure that all such permitted sublicensees shall abide by the terms
and conditions of this License Agreement, to the extent applicable, and all such grants of
sublicenses shall be made in writing and executed by all parties thereto.



     Section 2.4 Licensed Software. The parties agree and acknowledge that any Software that is licensed under this License
Agreement shall be licensed only in the form in which it is being used by the Licensee in the
ordinary course of its business in the Relevant Usage Period prior to and including the
Distribution. Accordingly, if a Licensee is using any source code of any Software licensed to it
hereunder by the Licensor in the ordinary course of its business in the Relevant Usage Period prior
to and including the Distribution, such Licensee will be permitted to retain such source code and
the licenses granted under Section 2.1(a) to such Licensee shall extend to such source code.
Notwithstanding the foregoing, for the Software identified on Schedule B hereto that is
undergoing improvement or as to which a derivative work is being prepared (“Improved
Software”), the parties agree and acknowledge that any such Improved Software that is licensed
under this License Agreement shall be licensed in such form existing immediately after successful
completion of testing of the improvement and/or derivative works that is in process of being made
or prepared as of the Distribution, even if such form comes into existence after the Distribution.
Accordingly, for such Improved Software that has been used by the Licensee in source code form in
the ordinary course of its business in the Relevant Usage Period prior to and including the
Distribution, such Licensee will be permitted to obtain such source code in the form existing
immediately after such successful completion of testing and the licenses granted under Section
2.1(a) to such Licensee shall extend to such source code. For the avoidance of doubt, this License
Agreement provides for the licensing of Intellectual Property that is owned by a party or an
Affiliate thereof and nothing in this License Agreement provides for any sublicensing of Software
or any other Intellectual Property that is owned by a third party or any assignment of any license
of Software or any other Intellectual Property that is owned by a third party.



     Section 2.5 Delivery of Embodiments of IP. To the extent that a Licensee is not in possession as of the Distribution of any embodiment
of Licensed Intellectual Property licensed to such Licensee hereunder, the respective Licensor
hereby agrees to deliver to such Licensee upon request, as soon as practicable after the
Distribution, copies of all such embodiments of such Licensed Intellectual Property. Thereafter,
each Licensor shall have no further obligation to deliver any Licensed Intellectual Property, or
copies thereof, to each Licensee under this License Agreement. Each Licensor shall have no further
access to, or any obligation to maintain or service, any electronic copies of such Licensed
Intellectual Property that is delivered to the Licensee.



     Section 2.6 Jointly Developed Intellectual Property. If either party or any of its Affiliates materially contributed to the development of any
Intellectual Property that is owned by the other party or any of the other party’s Affiliates as of
the Distribution, and such Intellectual Property does not constitute Licensed Intellectual Property
that is licensed



5









 







to such party and such party’s Affiliates hereunder, the other party agrees that,
if such party requests that it and its Affiliates be granted a license to use such Intellectual
Property within the scope of their Lines of Business existing as of the Distribution, the other
party will consider in good faith granting such requested license.



ARTICLE III

OWNERSHIP




     Section 3.1 Ownership. Each Licensee acknowledges that, as between the parties, each Licensor owns all right,
title and interest in and to its Licensed Intellectual Property. Each Licensee agrees that it
shall not, directly or indirectly, challenge the validity, enforceability or ownership of the
respective Licensor’s Licensed Intellectual Property.



     Section 3.2 Ownership of Improvements and Derivative Works. Each party or its applicable Affiliate will own exclusively all improvements and derivative
works created or developed by such party or its Affiliate that are derived from or based on any
Licensed Intellectual Property licensed from the other party hereunder, subject to the other
party’s retained ownership of the Licensed Intellectual Property on which such improvements and
derivative works are based or from which they are derived. Other than for Improved Software as
provided in Section 2.4, neither party (nor any Affiliate thereof) shall have any obligation to
disclose or license any such improvements or derivative works to the other party.



     Section 3.3 No Other License. Except as expressly provided in this License Agreement, nothing herein shall be construed
as granting to a party any license or other rights under any other Intellectual Property rights of
the other party whether by implication or estoppel. Nothing herein shall grant either party, in
selling or promoting the sale of products or services, the right to
directly or indirectly use or refer to the trademarks or trademark type rights of the other
party or trademarks or other marks and names similar thereto.



     Section 3.4 Prosecution and Maintenance. Each Licensor shall have the sole and exclusive right, but not the obligation, at its sole
cost and expense: (a) to file, prosecute, obtain and maintain, throughout the world, any patents,
patent applications and other registrations or applications for registration included in the
Licensed Intellectual Property owned by such Licensor, and (b) to conduct or participate,
throughout the world, in any interference, reexaminaton, opposition, cancellation, nullification
and other interpartes, ex partes or other types of proceedings before the U.S. Patent & Trademark
Office and similar authorities, registries or agencies, and all appeals thereof (regardless of
forum) involving or relating to such Licensed Intellectual Property. The manner in which any such
filing, prosecution, maintenance or any other action is conducted by such Licensor under this
Section 3.4 shall be in such Licensor’s sole control and discretion.




6











 





ARTICLE IV

CONFIDENTIALITY




     Section 4.1 Proprietary Information. For the purposes hereof, “Proprietary
Information” of a party (the “Disclosing Party”) means all business sensitive and/or
proprietary information of the Disclosing Party disclosed to, or in the possession of, the other
party (the “Receiving Party”), whether disclosed orally, verbally, visually,
electronically, in tangible form or otherwise, and regardless of whether marked, denoted or
otherwise indicated as “business sensitive,” “proprietary,” “private” or words of similar import.
Proprietary Information of Licensor shall include trade secrets and other business sensitive and
proprietary information included in the Licensed Intellectual Property.



     Section 4.2 Confidentiality.



          (a) In maintaining the confidentiality of Proprietary Information of the Disclosing Party, the
Receiving Party shall exercise the same degree of care that it exercises with its own Proprietary
Information, but in no event less than a reasonable degree of care. Without limiting any of the
foregoing, the Receiving Party shall not disclose or give access to any such Proprietary
Information to any third party, other than its personnel, sublicensees or customers pursuant to
contract requirements, without the prior written consent of the Disclosing Party. The Receiving
Party shall restrict access to such Proprietary Information to those of its personnel and
sublicensees having a strict need for access thereto, and shall use commercially reasonable efforts
to ensure that each of its personnel and sublicensees holds in confidence the Proprietary
Information of the Disclosing Party in accordance with the terms and conditions hereof. The
Receiving Party shall, and shall cause its personnel and sublicensees to, make no use, directly or
indirectly, of any Proprietary Information of the Disclosing Party for any purpose other than as
authorized hereunder. The Receiving Party shall not copy or reproduce the Proprietary Information
or any portion thereof, or remove any tangible copies of the Proprietary Information or any portion
thereof from the Receiving Party’s facilities except as reasonably required in connection with
exercising the rights licensed hereunder or as expressly permitted by the Disclosing Party.




          (b) The confidentiality obligations contained in Section 4.2(a) shall not apply to any
information that contemporaneous written records of the Receiving Party demonstrate (a) was
lawfully disclosed to the Receiving Party without restriction by an unrelated third party who does
not have any obligations of confidentiality to the Disclosing Party, (b) the Receiving Party
independently developed such information prior to the Distribution without any use of or reference
to the Proprietary Information of the Disclosing Party or (c) is or becomes part of the public
domain through no fault of the Receiving Party, it being understood that if only a portion of any
such information is or becomes part of the public domain (including by way of issued patents or
published patent applications), the confidentiality obligations of the Receiving Party with respect
to the rest of the Proprietary Information shall remain intact without modification.







7









 








     Section 4.3 Limited Exception. The obligation of confidentiality and non-disclosure
contained in this License Agreement shall not apply to the extent that the Receiving Party is
required to disclose any Proprietary Information of the Disclosing Party by a valid subpoena, order
or regulation of a governmental agency or a court of competent jurisdiction having jurisdiction
over the Receiving Party; provided, however, that the Receiving Party shall not
intentionally make any such disclosure without (a) first notifying the Disclosing Party and
allowing the Disclosing Party a reasonable opportunity to prevent or limit such disclosure (either
by challenging or quashing any such subpoena, order or regulation or obtaining injunctive relief
from, or a protective order with respect to, the obligation to make such disclosure), and (b)
reasonably cooperating, at Disclosing Party’s expense, with the Disclosing Party’s efforts to
prevent or limit such disclosure.



     Section 4.4 Unauthorized Disclosure. The Receiving Party acknowledges and confirms
that the Proprietary Information of the Disclosing Party constitutes proprietary information and
trade secrets valuable to the Disclosing Party, and that the unauthorized use, loss or outside
disclosure of such Proprietary Information shall cause irreparable injury to the Disclosing Party.
The Receiving Party shall notify the Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of such Proprietary Information, and will cooperate with the
Disclosing Party in every reasonable way to help regain possession of such Proprietary Information
and to prevent its further unauthorized use. The Receiving Party acknowledges and agrees that
monetary damages may not be a sufficient remedy for unauthorized disclosure of Proprietary
Information of the Disclosing Party and that the Disclosing Party shall be entitled, without
waiving other rights or remedies, to such injunctive or equitable relief as may be deemed proper by
a court of competent jurisdiction. The prevailing party shall be entitled to recover reasonable
attorney’s fees incurred by it in connection with any action commenced by the Disclosing Party
against the Receiving Party arising out of or relating to any alleged disclosure of Proprietary
Information of the Disclosing Party by the Receiving Party in breach of this License Agreement.



ARTICLE V

REPRESENTATIONS; DISCLAIMER




     Section 5.1 Mutual Representations. Each party represents and warrants that (a) it
has the power and authority to enter into this License Agreement and has taken all necessary
corporate action to authorize its performance under this License Agreement; (b) this License
Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of
each such party, enforceable in accordance with its terms; (c) no consent or authorization of,
filing with, or notice to any governmental authority is required in connection with its performance
under this License Agreement; and (d) its entering into this License Agreement or performance by it
hereunder will not violate any federal, state or local licensing or other statute, rule or
regulation, or any contractual obligation of such party. Each party agrees to comply with all
applicable Laws, rules and regulations in connection with its activities under this License
Agreement.



     Section 5.2 Disclaimer. Except as expressly set forth in this License Agreement, each
of the licenses of Licensed Intellectual Property granted by a Licensor



8









 




hereunder are made “as-is” and “where-is.” Each Licensor hereby disclaims all representations
or warranties of any kind, either express or implied, including any warranty of merchantability,
fitness for a particular purpose, non-infringement or any other matter with respect to any Licensed
Intellectual Property licensed by such Licensor, whether used alone or combined with other products
or services.




     Section 5.3 Limitations on Liability. Except for any willful breach of Articles III
and IV, under no circumstances shall either party be liable to the other party for indirect,
incidental, consequential, punitive or exemplary damages (even if such other party has been advised
of the possibility of such damages) arising from a claim for breach of any provision of this
License Agreement. Notwithstanding the foregoing, the provisions of this Section 5.3 shall not
limit an Indemnifying Party’s indemnification obligations with respect to any Liability that any
Licensor Indemnitee may have to any third party that is not an Affiliate of any party.



     Section 5.4 Indemnification. Following the Distribution, each Licensee (an
“Indemnifying Party”) shall indemnify, defend and hold harmless the respective Licensor and
such Licensor’s Affiliates and its and their respective current, former and future directors,
officers and employees, and each of the heirs, executors, successors and assigns of any of the
foregoing (collectively, the “Licensor Indemnitees”), from and against any and all (a)
Third Party Claims (as defined in the Separation Agreement) asserted or brought against any of the
Licensor Indemnitees based on or relating to the exercise by the Indemnifying Party or any of its
Affiliates of the license to use the Licensed Intellectual Property that is granted to such
Licensee or any such Affiliates hereunder or otherwise relating to the Indemnifying Party’s or any
of its Affiliates’ use of the Licensed Intellectual Property licensed hereunder and (b) all
Liabilities relating to, arising out of or resulting from any such Third Party Claims. The notice
and other indemnification procedures set forth in Sections 5.4, 5.5 (other than Section 5.5(b)),
5.6, 5.7 and 5.8 of the Separation Agreement that apply to indemnification claims arising under
Article V of the Separation Agreement are hereby incorporated by reference and shall apply to any
indemnification claims arising under this Section 5.4.



ARTICLE VI

TERM




     Section 6.1 Term. The rights granted to each party under this License Agreement shall
be irrevocable and perpetual and shall not be terminable by either party, and such rights shall
continue in full force and effect notwithstanding any breach by the other party hereunder;
provided that, if any Licensee breaches any limitations or restrictions imposed on it in
Sections 2.1, 2.2 or 2.3 with respect to its use of any Licensed Intellectual Property licensed to
it hereunder, or materially breaches any confidentiality obligations set forth in Article IV with
respect to its use of any Licensed Intellectual Property licensed to it hereunder, then, effective
upon 30 days’ prior written notice by the Licensor to the Licensee, such Intellectual Property
thereafter shall be excluded from the Licensed Intellectual Property licensed to the Licensee
hereunder and, upon the expiration of such 30-day period, Licensee shall cease any and all use of
such Licensed Intellectual



9









 




Property unless, prior to expiration of such 30-day period, Licensee has fully cured such
breach.




ARTICLE VII

TRANSFERABILITY



     Section 7.1 Assignment. This License Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns. Neither party
may assign this License Agreement without the prior written consent of the other party.
Notwithstanding the foregoing, either party may freely assign or otherwise transfer this License
Agreement or its rights hereunder, in whole or in part, to any of its Affiliates or to a third
party in connection with the sale of all or substantially all of the assets of such party or any of
its Affiliates to which this License Agreement pertains or in connection with a merger,
consolidation, corporate reorganization or any change of control of such party or any of its
Affiliates or a sale or divestiture of any of the product lines, operating units or business
divisions of such party or any of its Affiliates; provided that (a) the assigning party
shall provide written notice to the other party of any such assignment, and (b) such assignee shall
agree to assume all applicable obligations of the assigning party hereunder, and to be subject to
the terms of this License Agreement. For the avoidance of doubt, any permitted assignee of any
license granted under Article II of this License Agreement is subject to the Field of Use and all
other limitations or restrictions imposed under this License Agreement with respect to such
license, including in particular the Field of Use limitation that limits use of Licensed
Intellectual Property to use by and in the Line of Business where and as the Licensed Intellectual
Property was used during the Relevant Usage Period prior to the Distribution.




ARTICLE VIII

GENERAL PROVISIONS




     Section 8.1 Amendment and Modification. This License Agreement may not be amended,
modified or supplemented in any manner, whether by course of conduct or otherwise, except by an
instrument in writing specifically designated as an amendment hereto, signed on behalf of each
party.



     Section 8.2 Waiver. No failure or delay of any party in exercising any right or
remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such right or power,
or any course of conduct, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the parties hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have hereunder. Any agreement on the
part of any party to any such waiver shall be valid only if set forth in a written instrument
executed and delivered by a duly authorized officer on behalf of such party.



     Section 8.3 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if
by facsimile, upon written confirmation of receipt by facsimile, e-mail or



10









 




otherwise, (b) on the first Business Day following the date of dispatch if delivered utilizing
a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or
the fifth Business Day following the date of mailing if delivered by registered or certified mail,
return receipt requested, postage prepaid. All notices hereunder shall be delivered to the
addresses set forth below, or pursuant to such other instructions as may be designated in writing
by the party to receive such notice:




	 	 	 

	(i)

	 	if to NGSC prior to the date on which New NGC relocates its
corporate headquarters, to:
	 
	 	 
	 

	 	c/o Northrop Grumman Corporation
	 

	 	1840 Century Park East
	 

	 	Los Angeles, CA 90067-2199
	 

	 	Attention: General Counsel
	 

	 	Facsimile:                                                             
	 
	 	 
	(ii)

	 	if to NGSC after the date on which New NGC relocates its
corporate headquarters, to:
	 
	 	 
	 

	 	c/o Northrop Grumman Corporation
	 

	 	4101 Washington Avenue
	 

	 	Newport News, VA 23607
	 

	 	Attention: General Counsel
	 

	 	Facsimile:                                                             
	 
	 	 
	(iii)

	 	if to NGSB, to:
	 
	 	 
	 

	 	c/o Huntington Ingalls Industries, Inc.
	 

	 	4101 Washington Avenue
	 

	 	Newport News, VA 23607
	 

	 	Attention:                                                             
	 

	 	Facsimile:                                                             






     Section 8.4 Interpretation. When a reference is made in this License Agreement to a
Section, Article or Exhibit such reference shall be to a Section, Article or Exhibit of this
License Agreement unless otherwise indicated. The table of contents and headings contained in this
License Agreement or in any Exhibit are for convenience of reference purposes only and shall not
affect in any way the meaning or interpretation of this License Agreement. All words used in this
License Agreement will be construed to be of such gender or number as the circumstances require.
Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning
as defined in this License Agreement. All Exhibits annexed hereto or referred to herein are hereby
incorporated in and made a part of this License Agreement as if set forth herein. The word
“including” and words of similar import when used in this License Agreement shall mean “including,
without limitation,” unless otherwise specified. Where either party’s consent is required
hereunder, except as otherwise specified herein, such party’s consent may be granted or



11









 




withheld in such party’s sole and absolute discretion. The word “day” when used in this
License Agreement shall mean “calendar day,” unless otherwise specified.




     Section 8.5 Entire Agreement. This License Agreement, the Separation Agreement and
the Exhibits, Schedules and Appendices hereto and thereto constitute the entire agreement, and
supersedes all prior written agreements, arrangements, communications and understandings and all
prior and contemporaneous oral agreements, arrangements, communications and understandings among
the parties with respect to the subject matter hereof. This License Agreement shall not be deemed
to contain or imply any restriction, covenant, representation, warranty, agreement or undertaking
of any party with respect to the transactions contemplated hereby other than those expressly set
forth herein or in any document required to be delivered hereunder. Notwithstanding any oral
agreement or course of action of the parties or their representatives to the contrary, no party to
this License Agreement shall be under any legal obligation to enter into or complete the
transactions contemplated hereby unless and until this License Agreement shall have been executed
and delivered by each of the parties.



     Section 8.6 No Third-Party Beneficiaries. Nothing in this License Agreement, express
or implied, is intended to or shall confer upon any Person other than the parties and their
respective successors and permitted assigns any legal or equitable right, benefit or remedy of any
nature under or by reason of this License Agreement.



     Section 8.7 Governing Law. This License Agreement and all disputes or controversies
arising out of or relating to this License Agreement or the transactions contemplated hereby shall
be governed by, and construed in accordance with, the internal laws of the State of New York,
without regard to the laws of any other jurisdiction that might be applied because of the conflicts
of laws principles of the State of New York (other than Section 5-1401 of the New York General
Obligations Law).



     Section 8.8 Submission to Jurisdiction. Each of the parties irrevocably agrees that
any legal action or proceeding arising out of or relating to this License Agreement brought by any
other party or its successors or assigns shall be brought and determined in any federal court
sitting in the Borough of Manhattan in the City of New York (or, if such court lacks subject matter
jurisdiction, in any appropriate New York State or federal court), and each of the parties hereby
irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with
respect to its property, generally and unconditionally, with regard to any such action or
proceeding arising out of or relating to this License Agreement and the transactions contemplated
hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto
except in the courts described above in New York, other than actions in any court of competent
jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as
described herein. Each of the parties further agrees that notice as provided in Section 8.3 shall
constitute sufficient service of process and the parties further waive any argument that such
service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and
agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or
proceeding arising out of or relating to this License Agreement or the transactions contemplated
hereby, (a) any claim that it is not personally subject to the



12









 




jurisdiction of the courts in New York as described herein, (b) that it or its property is
exempt or immune from jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or
proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit,
action or proceeding is improper or (iii) this License Agreement, or the subject matter hereof, may
not be enforced in or by such courts.




     Section 8.9 Enforcement. The parties agree that irreparable damage would occur in the
event that any of the provisions of this License Agreement were not performed in accordance with
their specific terms or were otherwise breached. Accordingly, each of the parties shall be
entitled to specific performance of the terms hereof, including an injunction or injunctions to
prevent breaches of this License Agreement and to enforce specifically the terms and provisions of
this License Agreement in any federal court sitting in the Borough of Manhattan in the City of New
York (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or
federal court), this being in addition to any other remedy to which such party is entitled at law
or in equity. Each of the parties hereby further waives (a) any defense in any action for specific
performance that a remedy at law would be adequate and (b) any requirement under any law to post
security as a prerequisite to obtaining equitable relief.



     Section 8.10 Severability. Whenever possible, each provision or portion of any
provision of this License Agreement shall be interpreted in such manner as to be effective and
valid under applicable Law, but if any provision or portion of any provision of this License
Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law
or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any
other provision or portion of any provision in such jurisdiction, and this License Agreement shall
be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision had never been contained herein.



     Section 8.11 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LICENSE AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 8.12 Counterparts. This License Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to
the other parties.



     Section 8.13 Facsimile Signature. This License Agreement may be executed by facsimile
signature and a facsimile signature shall constitute an original for all purposes.



13









 





     Section 8.14 Effect if Distribution Does Not Occur. If the Distribution does not
occur, then this License Agreement shall automatically be terminated and all actions and events
that are, under this License Agreement, to be taken or occur effective as of the Distribution, or
otherwise in connection with the Distribution shall not be taken or occur except to the extent
specifically agreed by the parties.



[The remainder of this page is intentionally left blank.]




14









 





     IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed as of the
date first written above by their respective officers thereunto duly authorized.



	 	 	 	 	 
	 	NORTHROP GRUMMAN SYSTEMS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NORTHROP GRUMMAN SHIPBUILDING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Intellectual Property License Agreement]