exhibit10-19.htm


    FORM OF INTELLECTUAL PROPERTY LICENSE
AGREEMENT 

     

         This Intellectual Property License Agreement (“Agreement”) is entered into as of _____________, 2010
(the “Effective Date”), by and between Vishay S.A., a [______]
(“Licensee”), and Vishay Precision Group, Inc. a
Delaware corporation ("Licensor").

     

    RECITALS:

     

         WHEREAS, Licensor is the owner of certain intellectual property formerly
owned by Licensee and used in the manufacture of strain gages (“Licensed IP”);
and 

     

         WHEREAS, in order to effect and consummate the separation (the
“Separation”) contemplated by that certain Master
Separation and Distribution Agreement between Licensee and Licensor’s affiliate
dated ____, 2010 (the “Master Separation Agreement”), Licensee desires to secure a non-exclusive
license to the Licensed IP, to manufacture, use and sell Licensed Products (as
defined herein) to its customers. 

     

         NOW, THEREFORE, in consideration of the terms and provisions of this
Agreement and the Separation, and for other good and valuable consideration, the
receipt of which is acknowledged by the execution and delivery hereof, Licensor
and Licensee hereby agree as follows:

     

    
      	A.	        	Definitions.
	 
	
            	
            	1. “Licensed IP” shall have the meaning set forth in
      the Recitals.
	 
	
            	
            	2. “Licensed Products” shall mean the strain gages specified
      in Schedule A, that were manufactured by Licensee prior to the
      Separation.
	 
	B.	
            	License Grant. Subject to the terms and conditions
      set forth in this Agreement, Licensor hereby grants to Licensee, a
      non-exclusive, irrevocable, worldwide right and license to the Licensed IP
      to make, have made, use, sell, offer for sale, export and import Licensed
      Products. Licensee may only sell and offer for sale Licensed Products to
      its customers existing as of the Effective Date.
	 
	C.	
            	Improvements. Licensee acknowledges and agrees that
      any modification, change, development, enhancement, derivative or
      improvement (collectively, “Improvements”) made by, or on behalf of, Licensee to
      the Licensed IP or Licensed Product, shall be owned exclusively by
      Licensor, and to the extent that Licensee retains any rights therein,
      Licensee irrevocably assigns all right, title and interest therein to
      Licensor. All Improvements shall be deemed Licensed IP or Licensed
      Products, as appropriate, and shall be subject to the terms of this
      Agreement.
	 
	D.	
            	Sublicensing. This Agreement may be assigned, and
      the license may be sublicensed, by Licensee solely to a direct or indirect
      wholly-owned subsidiary of Licensee that succeeds Licensee in the
      manufacture and sale of the Licensed Products; provided that Licensee
      shall be responsible for the compliance by a subsidiary granted a
      sublicense with the terms of this Agreement. Except as provided above, the
      license and this Agreement shall be non-assignable and non-sublicensable
      without the written consent of Licensor. Any purported license or
      assignment in violation of this Agreement shall be void.
  


    


    

    
    



    
      	E.	        	License Fees. For the license and rights granted
      herein, Licensee shall pay Licensor 5% of the gross amount received from
      the sale of Licensed Products, less the amount of any refunds, credits and
      allowances actually given by Licensee, and taxes and shipping cost amounts
      invoiced and paid by Licensee’s customers.
	 
	F.	 	Payment. Licensee shall pay the license fees on
      a quarterly basis, within 60 days of the end of each calendar quarter
      during the term of the Agreement, for Licensed Products sold during such
      quarter, subject to subsequent adjustment for returns and allowances, and
      provided that payment of license fees for the first and last calendar
      quarter of the term shall be paid on those sales occurring in such
      calendar quarters, on and following the Effective Date for the initial
      quarter, and on or before the termination date in the quarter in which the
      Agreement is terminated.
	 
	G.	
            	Reporting. During the term of the Agreement,
      Licensee will keep and maintain current and accurate records regarding
      sales of Licensed Products and the calculation of the amounts paid or
      payable by the Licensee to Licensor under this Agreement. Licensor will
      submit quarterly sales and revenue reports for the Licensed Product with
      each license fee payment, and such other reports as the parties may agree
      from time time. Among such other items as the parties may agree, the
      quarterly sales reports shall include sufficient detail regarding the sale
      of Licensed Products to establish the accuracy of the License Fee
      payments.
	 
	H.	
            	Records and Audit. Not more than once in any twelve (12)
      month period of the term of the Agreement, upon written request by
      Licensor, Licensee will provide the Licensor and its representative’s
      access to its books and records during Licensee’s normal business hours in
      order to verify the accuracy of the sales reports, and computations of
      amounts due and owing to the Licensor pursuant to this Agreement. In the
      event any such audit reveals that the Licensee has underpaid any amounts
      due to the Licensor pursuant to this Agreement, Licensee will promptly pay
      the deficiency.
	 
	I.	
            	Enforcement. Licensee shall cooperate fully and
      promptly with Licensor in the protection of Licensor’s rights in the
      Licensed IP, in such manner and to such extent as Licensor may reasonably
      request, and at Licensor’s expense.
	 
	
            	
            	1. Each party
      shall promptly notify the other party in writing of any actual or
      potential infringement, or any other unauthorized use of or violation of
      the Licensed IP of which it becomes aware (each an “Infringement”). Licensor may take such action as it,
      in its sole discretion, deems necessary or advisable to stop any
      Infringement. Licensee may request in writing that Licensor institute an
      action to stop an Infringement affecting the Licensed Products. If
      Licensor receives such a written request and does not institute such
      action within thirty (30) days, Licensee shall be entitled to institute
      such action as it deems necessary or advisable to stop such Infringement,
      in which Licensor shall be entitled to join; provided that Licensee shall not compromise or
      settle any claim or action regarding the Licensed IP in any manner that
      would affect the rights of Licensor without the written consent of
      Licensor, which consent shall not be unreasonably withheld or delayed. The
      party not taking the lead in any action shall cooperate fully with the
      other party at the other party’s reasonable request and expense, including
      Licensor joining a suit instituted by Licensee in accordance with this
      Section to the extent necessary for Licensee to have
  standing.


    

     

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            	2. Any monetary
      recovery or sums obtained in settlement of any action to stop an
      Infringement shall be allocated between Licensor and Licensee as shall be
      fair and equitable, taking into account their actual out-of-pocket costs
      and expenses, including reasonable attorneys’ fees, and the damages
      sustained by each of them. Any dispute with respect to the allocation of
      recoveries shall be resolved in accordance with the resolution procedures
      referred to in Section L.16.
	 
	J.	        	Warranties of the
      Parties. Licensor
      warrants that it has the right and power to enter into this Agreement, and
      that there are no outstanding assignments, grants, licenses, encumbrances,
      obligations or agreements, either written or oral or implied, that prevent
      it from doing so. Licensee warrants that it has the right and power to
      enter into this Agreement, and that there are no outstanding assignments,
      grants, licenses, encumbrances, obligations or agreements, either written
      or oral or implied, that prevent it from doing so.
	 
	K.	
            	WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS
      AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATION, GUARANTEE OR
      WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, UNDER THIS AGREEMENT
      INCLUDING REPRESENTATIONS, GUARANTEES OR WARRANTIES AS TO THE RESULTS TO
      BE EXPECTED FROM USE OF ANY OF THE LICENSED IP, OR FROM MANUFACTURE OR
      SALE OF ANY LICENSED PRODUCT. EXCEPT AS EXPRESSLY SET FORTH IN THIS
      AGREEMENT, LICENSOR SHALL HAVE NO RESPONSIBILITY FOR THE ABILITY OR
      INABILITY OF LICENSEE TO USE THE LICENSED IP; FOR THE CLAIMS OF THIRD
      PARTIES RELATING TO ANY PRODUCTS MANUFACTURED OR SOLD BY LICENSEE; OR FOR
      ANY FAILURE IN PRODUCTION, DESIGN OR OPERATION OF ANY PRODUCT MANUFACTURED
      OR SOLD BY LICENSEE. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS
      AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTY’S BARGAIN
      HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH
      LIMITATIONS.
	 
	L.	
            	Term / Termination.
	 
	
            	
            	1. Term.
	
            	
            	 
	
            	
            	
              (a) This Agreement
      shall commence on the Effective Date, and, so long as this Agreement has not been terminated by its
      terms, continue in full force and effect until the earlier
      of:

            
	
            	
            	 
	
            	
            	
              (i) subject to clause (b) of this
      Section K.1, the date the five (5) year period beginning on the Effective
      Date expires;

               

              (ii) the date the call option exercised
      by Licensor to acquire the strain gage business of Licensee is
      consummated; and

               

              (iii) the date Licensee discontinues the
      use of the Licensed IP.

            


    

     

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            	(b)
      Notwithstanding the foregoing, Licensee shall have the right to continue
      to dispose of its inventory of strain gage products existing as of any
      termination for a period of up to two (2) years from the date of
      termination of this Agreement.
	 
	
            	
            	2. Termination by
      Licensor. This
      Agreement may be terminated by Licensor by written notice of termination
      if:
	 
	
            	
            	(a) Licensee
      files a petition in bankruptcy; files a petition seeking any
      reorganization, arrangement, composition or similar relief under any law
      regarding insolvency or relief for debtors; or makes an assignment for the
      benefit of creditors; 
	 
	
            	
            	(b) a receiver,
      trustee or similar officer is appointed for the Licensee’s business or
      property;
	 
	
            	
            	(c) any
      involuntary petition or proceeding under bankruptcy or insolvency laws is
      instituted against Licensee and not stayed, enjoined, or discharged within
      sixty (60) days; or
	 
	
            	
            	(d) Licensee
      adopts a resolution for, or undertakes to effect, a discontinuance of its
      business or dissolution.
	 
	
            	
            	3. Upon the
      termination of this Agreement, all rights of Licensee granted hereunder
      shall terminate, and Licensee shall return or destroy (and certify such
      destruction in writing to Licensor if requested), at Licensor’s election,
      all embodiments of the Licensed IP. Notwithstanding the foregoing,
      Licensee shall have the right to continue to dispose of its inventory of
      Licensee Products existing as of any termination for a period of up to six
      (6) months from the date of termination of this Agreement.
	 
	
            	
            	4. All rights and
      remedies of the parties in respect of any breach of this Agreement
      occurring prior to the effective date of its termination shall survive the
      termination of this Agreement. In addition, the following provisions of
      this Agreement shall explicitly survive its termination: Section F (“Reporting”), Section J (“WARRANTY DISCLAIMER”); Section K.3; and Section L
    (“Miscellaneous”).
	 
	M.	        	Miscellaneous.
	 
	
            	
            	1. Notices. All notices, demands and other
      communications required to be given to a party hereunder shall be in
      writing and shall be deemed to have been duly given if and when personally
      delivered; one business day after being sent by a nationally recognized
      overnight courier; when transmitted by facsimile and actually received; or
      five (5) days after being mailed by registered or certified mail (postage
      prepaid, return receipt requested) to such party at the relevant street
      address or facsimile number set forth below (or at such other street
      address or facsimile number as such party may designate from time to time
      by written notice in accordance with this
provision):


    

     

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      	If to
      Licensee:	With a copy
      to:
	 
	Vishay
      S.A.	Kramer Levin
      Naftalis & Frankel LLP
	c/o Vishay
      Intertechnology, Inc.	1177 Avenue of
      the Americas
	63 Lancaster
      Avenue	New York, New
      York 10036
	Malvern, PA
      19355-2120	Attn: Ernest
      Wechsler, Esq.
	Attention: Dr.
      Lior E. Yahalomi, Chief	Facsimile:
      (212) 715-8000
	Financial
      Officer	Confirm: (212)
      715-9100
	Telephone:
      610-644-1300	
            
	Facsimile:
      610-889-2161	
            
	 
	If to
      Licensor:	With a copy
      to:
	 
	Vishay
      Precision Group, Inc.	Pepper
      Hamilton LLP
	3 Great Valley
      Parkway	3000 Two Logan
      Square
	Malvern, PA
      19355-1307	Eighteenth and
      Arch Streets
	Attn: William
      M. Clancy, Chief Financial	Philadelphia,
      PA 19103-2799
	Officer	Attn: Barry
      Abelson, Esq.
	Facsimile:
      (484)-321-5300	Facsimile:
      (215) 981-4750
	Confirm:
      (484)-321-5300	Confirm: (215)
      981-4000


    


    
      	            
    	
              2. Further Assurances. In addition to the actions
      specifically provided for elsewhere in this Agreement, Licensor and
      Licensee agree to execute or cause to be executed and to record or cause
      to be recorded such other agreements, instruments and other documents, and
      to take such other action, as reasonably necessary or desirable to fully
      effectuate the intents and purposes of this Agreement.

               

              3. Relationship of the
      Parties. This
      Agreement shall not be construed to place the parties in the relationship
      of legal representatives, partners, joint venturers or agents of or with
      each other. No party shall have any power to obligate or bind the other
      party in any manner whatsoever, except as specifically provided herein.
      

               

              4. Third Party
      Beneficiaries.
      Except for indemnification of any Indemnified Parties (as hereafter
      defined), the provisions of this Agreement are solely for the benefit of
      the parties hereto and their respective successors and permitted assigns,
      and are not intended to confer upon any person, except the parties hereto
      and their respective successors and permitted assigns, any rights or
      remedies hereunder. 

               

              5. Assignability. Subject to Section C, this Agreement shall be binding upon
      and inure to the benefit of the parties and their respective successors
      and permitted assigns.

               

              6. Press Releases; Public
      Announcements.
      Neither party shall issue any release or make any other public
      announcement concerning this Agreement or the transactions contemplated
      hereby without the prior written approval of the other party, which
      approval shall not be unreasonably withheld or delayed; provided, however, that either party shall be permitted
      to make any release or public announcement that in the opinion of its
      counsel it is required to make by law or the rules of any national
      securities exchange of which its securities are listed; provided further that it has made efforts that are
      reasonable in the circumstances to obtain the prior approval of the other
      party.

            


    

     

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              7. Waiver of Defaults. Waiver by any party hereto of any
      default by the other party hereto of any provision of this Agreement shall
      not be construed to be a waiver by the waiving party of any subsequent or
      other default, nor shall it in any way affect the validity of this
      Agreement or prejudice the rights of the other party thereafter to enforce
      each and every such provision. No failure or delay by any party hereto in
      exercising any right, power or privilege hereunder shall operate as a
      waiver thereof nor shall any single or partial exercise thereof preclude
      any other or further exercise thereof or the exercise of any other right,
      power or privilege. 

               

              8. Severability. If any provision of this Agreement is
      determined by a court of competent jurisdiction to be invalid, void or
      unenforceable, the remaining provisions hereof shall remain in full force
      and effect and shall in no way be affected, impaired or invalidated
      thereby, so long as the economic or legal substance of the transactions
      contemplated hereby, as the case may be, is not affected in any manner
      adverse to any party hereto or thereto. Upon such determination, the
      parties hereto shall negotiate in good faith in an effort to agree upon a
      suitable and equitable provision to effect the original intent of the
      parties hereto. 

               

              9. Indemnification. Each of the parties shall indemnify,
      defend and hold harmless the other party, each of its respective current
      and former directors, officers and employees, and each of their respective
      heirs, executors, successors and assigns (“Indemnified Parties”), from and against any and all
      liabilities relating to a claim by a third party arising out of or
      resulting from any breach of, or failure to perform or comply with, any
      covenant, undertaking or obligation of, this Agreement by the indemnifying
      party. In addition, Licensee shall indemnify, defend and hold harmless
      Licensor and Licensor’s other Indemnified Parties from and against any and
      all liabilities relating to a claim by a third party arising out of or
      resulting from the manufacture, sale, or use of to the Licensed Products
      manufactured or sold by Licensee, but only to the extent caused by such
      Licensed Products, and not to the extent such liabilities arise out of or
      result from the Licensed IP, or the use thereof, in or in the manufacture
      of, the Licensed Products. All indemnification procedures and payments
      shall be governed by Sections 5.6, 5.7 and 5.8 of the Master Separation
      Agreement, as applicable. The foregoing indemnification obligations shall
      survive any termination or expiration of this Agreement. 

               

              10. LIMITATION OF
      LIABILITY. IN NO
      EVENT SHALL LICENSOR OR LICENSEE BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,
      INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR
      FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND,
      ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING
      LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS
      WITH RESPECT TO THIRD PARTY CLAIMS.

               

              11. Confidential
      Information.
      Licensor and Licensee shall hold and shall cause each of their respective
      affiliates, directors, officers, employees, agents, consultants, advisors
      and other representatives to hold, in strict confidence and not to
      disclose or release without the prior written consent of the other party,
      any and all proprietary or confidential information, material or data of
      the other party that comes into its possession in connection with the performance by the
      parties of their rights and obligations under this Agreement. The
      provisions of Section 4.5 of the Master Purchase Agreement shall govern,
      mutatis mutandis, the confidentiality obligations of the
      parties under this Section.

            


    

     

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              12. Attorneys’ Fees. In any action hereunder to enforce the
      provisions of this Agreement, the prevailing party shall be entitled to recover its
      reasonable attorneys’ fees in addition to any other recovery
      hereunder.

               

              13. Governing Law. This Agreement and the legal relations
      between the parties shall be governed by and construed in accordance with
      the laws of the State of New York, without regard to the conflict of laws
      rules thereof to the extent such rules would require the application of
      the law of another jurisdiction. 

               

              14. Consent to
      Jurisdiction.
      Subject to the provisions referenced in Section L.16, each of the parties irrevocably
      submits to the jurisdiction of the federal and state courts located in
      Philadelphia, Pennsylvania for the purposes of any suit, action or other
      proceeding to compel arbitration, for the enforcement of any arbitration
      award or for specific performance or other equitable relief pursuant to
      Section L.16. Each of the parties further agrees
      that service of process, summons or other document by U.S. registered mail
      to such parties address as provided in Section L.1 shall be effective service of process
      for any action, suit or other proceeding with respect to any matters for
      which it has submitted to jurisdiction pursuant to this Section. Each of
      the parties irrevocably waives any objection to venue in the federal and
      state courts located in Philadelphia, Pennsylvania of any action, suit or
      proceeding arising out of this Agreement or the transactions contemplated
      hereby. 

               

              15. Specific Performance. The parties hereto agree that the
      remedy at law for any breach of this Agreement may be inadequate, and that
      any party hereto shall be entitled to specific performance in addition to
      any other appropriate relief or remedy. Such party may, in its sole
      discretion, apply to a court of competent jurisdiction for specific
      performance or injunctive or such other relief as such court may deem just
      and proper in order to enforce this Agreement. 

               

              16. Dispute Resolution. The procedures set forth in Article
      VIII of the Master Separation Agreement shall apply to the resolution of
      all disputes arising under this Agreement, except that all proceedings
      provided for therein shall be conducted in Philadelphia,
      Pennsylvania.

               

              17. Entire Agreement. This Agreement and the Schedules
      hereto, as well as any other agreements and documents referred to herein,
      constitute the entire agreement between the parties with respect to the
      subject matter hereof and supersede all previous agreements, negotiations,
      discussions, understandings, writings, commitments and conversations
      between the parties with respect to such subject matter. 

               

              18. Waiver of Jury Trial. SUBJECT TO SECTION L.16, EACH OF THE PARTIES HEREBY WAIVES TO
      THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY
      JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING
      OUT OF AND PERMITTED UNDER OR IN
      CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
      AGREEMENT.

            


    

     

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              19. Amendments. No provisions of this Agreement shall
      be deemed amended, modified or supplemented by any party hereto, unless
      such amendment, supplement or modification is in writing and signed by the
      authorized representative of the party against whom it is sought to
      enforce such amendment, supplement or modification. 

               

              20. Counterparts. This Agreement may be executed in any
      number of counterparts, including by facsimile or electronic signature,
      and each such counterpart shall be deemed an original instrument, and all
      of such counterparts together shall constitute but one agreement. A
      facsimile or electronic signature is deemed an original signature for all
      purposes under this Agreement. 

            


    


     

     

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         IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Agreement as of the Effective
Date.
 

     

    
      	
            	VISHAY S.A.
	 
	 
	 
	 
	By:       	 	 
	
            	Name:  	 	 
	
            	Title:	 	 
	 
	 
	 
	 
	
            	VISHAY PRECISION GROUP, INC.
	 
	 
	 
	 
	By:	 	 
	
            	Name:	 	 
	
            	Title:	 	 


    

     


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    SCHEDULE A
LICENSED PRODUCTS 

     

    
      	FAM DESIGNATION	PRODUCT
	JAUGES
      DE CONTRAINTE	JAUGE
      21L30 E V 1K N 13 G036
	JAUGES
      DE CONTRAINTE	JAUGE
      21L60 E P 1K R 24 G013
	JAUGES
      DE CONTRAINTE	JAUGE-G018
	JAUGES
      DE CONTRAINTE	JAUGE-G036
	JAUGES
      DE CONTRAINTE	JAUGE-G022
	JAUGES
      DE CONTRAINTE	JAUGE-G088
	JAUGES
      DE CONTRAINTE	JAUGE-G096
	JAUGES
      DE CONTRAINTE	JAUGE-G098
	JAUGES
      DE CONTRAINTE	JAUGE-G040
	JAUGES
      DE CONTRAINTE	JAUGE-G1020
	JAUGES
      DE CONTRAINTE	JAUGE-G1021
	JAUGES
      DE CONTRAINTE	JAUGE-G079
	JAUGES
      DE CONTRAINTE	JAUGE-G100
	JAUGES
      DE CONTRAINTE	JAUGE-G1004
	JAUGES
      DE CONTRAINTE	JAUGE-G1033
	JAUGES
      DE CONTRAINTE	JAUGE-G050