exhibit10-17.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 [______], as
licensee (“Vishay S.A.”), and Vishay Advanced Technology, Ltd. an
Israeli
[             ], as
licensor (“VAT”). 

     

    RECITALS:

     

         WHEREAS, VAT is the owner of certain intellectual property formerly owned
by Vishay S.A. and used in the manufacture of finished RCK foil resistor
products (“Licensed IP”); and 

     

         WHEREAS, in order to effect and consummate the
separation (the “Separation”) contemplated
by that certain Master Separation and Distribution Agreement between Vishay S.A.
and VAT’s affiliate dated as of even date herewith (the “Master Separation Agreement”), VAT desires to grant to Vishay S.A. a non-exclusive license to the
Licensed IP to manufacture, use and sell Licensed Products (as defined herein)
on behalf of Vishay Precision Foil GmbH (“VPG GmbH”); and 

     

         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, VAT and
Vishay S.A. hereby agree as follows:

     

    Article I

     

    Definitions 

     

         Terms used but not otherwise defined herein shall have the meanings given
to them in this Article I. 

     

    
      	A.	        	“Licensed Products” shall mean the finished RCK foil
      resistor products specified in Schedule A, that were manufactured by
      Vishay S.A. prior to the Separation.
	 
	B.	
            	“Manufacturing
      Agreement” shall
      refer to that certain Manufacturing Agreement dated as of _____, 2010
      between Vishay S.A. and VPG Gmbh.


    

     

    Article II

     

    Intellectual Property
License

     

    
      	A.	        	License Grant. Subject to the terms and conditions
      set forth in this Agreement, VAT hereby grants to Vishay S.A., 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. Vishay S.A. may only sell and offer for sale Licensed Products
      pursuant to the Manufacturing Agreement to customers of VPG GmbH or as
      otherwise approved in writing by VAT.
	 
	B.	
            	License Fees. For the license and rights granted
      herein, Vishay S.A. shall pay VAT
USD10.


    


    

    
    



    
      	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.	
            	Enforcement. Vishay S.A. shall cooperate fully and
      promptly with VAT in the protection of VAT’s rights in the Licensed IP, in
      such manner and to such extent as VAT may reasonably request, and at VAT’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”). VAT may take such action as it, in
      its sole discretion, deems necessary or advisable to stop any
      Infringement. Vishay S.A. may request in writing that VAT institute an
      action to stop an Infringement affecting the Licensed Products. If VAT
      receives such a written request and does not institute such action within
      thirty (30) days, Vishay S.A. shall be entitled to institute such action
      as it deems necessary or advisable to stop such Infringement, in which VAT
      shall be entitled to join; provided that Vishay S.A. shall not compromise or
      settle any claim or action regarding the Licensed IP in any manner that
      would affect the rights of VAT without the written consent of VAT, 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 VAT joining
      a suit instituted by Vishay S.A. in accordance with this Section to the
      extent necessary for Vishay S.A. to have standing.
	 
	
            	
            	2. Any monetary
      recovery or sums obtained in settlement of any action to stop an
      Infringement shall be allocated between VAT and Vishay S.A. 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 Article V-P.



    

     

    Article III

     

    Warranties

     

    
      	A.	        	Warranties of the
      Parties. VAT
      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. Vishay S.A. 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.


    

     

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      	B.	        	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, VAT
      SHALL HAVE NO RESPONSIBILITY FOR THE ABILITY OR INABILITY OF VISHAY S.A.
      TO USE THE LICENSED IP; FOR THE CLAIMS OF THIRD PARTIES RELATING TO ANY
      PRODUCTS MANUFACTURED OR SOLD BY VISHAY S.A.; OR FOR ANY FAILURE IN
      PRODUCTION, DESIGN OR OPERATION OF ANY PRODUCT MANUFACTURED OR SOLD BY VISHAY S.A. 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.



    

     

    Article IV

     

    Term

     

    
      	A.	        	Term. This Agreement shall remain in full
      force and effect for so long as Vishay S.A. is obligated to manufacture
      and deliver finished RCK products under the Manufacturing
    Agreement.
	 
	B.	
            	Upon the
      termination of this Agreement, all rights of Vishay S.A. granted hereunder
      shall terminate, and Vishay S.A. shall return or destroy (and certify such
      destruction in writing to VAT if requested), at VAT’s election, all
      embodiments of the Licensed IP.
	 
	C.	
            	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: Article III (“Warranties”); Article IV-B; and Article
      V (“Miscellaneous”).


    

     

    Article V

     

    Miscellaneous

     

    
      	A.	        	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 Vishay
      S.A.:	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
      VAT:	With a copy
      to:
	 
	Vishay
      Advanced Technology, Ltd.	Pepper
      Hamilton LLP
	c/o Vishay
      Precision Group	3000 Two Logan
      Square
	3 Great Valley
      Parkway	Eighteenth and
      Arch Streets
	Malvern, PA
      19355-1307	Philadelphia,
      PA 19103-2799
	Attn: William
      M. Clancy, Chief Financial	Attn: Barry
      Abelson, Esq.
	Officer	Facsimile:
      (215) 981-4750
	Facsimile:
      (484)-321-5300	Confirm: (215)
      981-4000
	Confirm:
      (484)-321-5300	
            


    


    
      	B.	        	Further Assurances. In addition to the actions
      specifically provided for elsewhere in this Agreement, VAT and Vishay S.A.
      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.
	 
	C.	
            	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.
	 
	D.	
            	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. 
	 
	E.	
            	Assignability. This Agreement shall be binding upon
      and inure to the benefit of the parties and their respective successors
      and permitted assigns.
	 
	F.	
            	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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      	G.	        	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.
	 
	H.	
            	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.
	 
	I.	
            	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. 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.
	 
	J.	
            	LIMITATION OF
      LIABILITY. IN NO
      EVENT SHALL VAT OR VISHAY S.A. 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.
	 
	K.	
            	Confidential
      Information. VAT and
      Vishay S.A. 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. 
	 
	L.	
            	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.


    

     

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      	M.	        	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.
	 
	N.	
            	Consent to
      Jurisdiction.
      Subject to the provisions referenced in Article V-P, 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
      Article V-P. 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 Article V-A 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.
	 
	O.	
            	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.
	 
	P.	
            	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.
	 
	Q.	
            	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.
	 
	R.	
            	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.
	 
	S.	
            	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.


    

     

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      	T.	        	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.


    

     

     

     

     

    [SIGNATURE PAGES
FOLLOW]

     

     

     

     

     

     

     

     

     

     

     

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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 ADVANCED TECHNOLOGY, LTD.
	 
	 
	 
	 
	By:	
            	 
	
            	Name:	 	 
	
            	Title:	 	 


 


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    SCHEDULE A
LICENSED PRODUCTS

     

    RCKHR02LEVB

     

    RCKHR02LEVC

     

    RCKHR02ALEVB

     

    RCKHR02ALEVC