OF SUCH PARTY; OR (IV) THE DISSOLUTION OF A
PARTY AND THE ASSUMPTION OF ITS BUSINESS BY ANY PERSON THAT IS NOT, AS OF THE
EFFECTIVE DATE, AN AFFILIATE OF SUCH PARTY.
C.
"LAST LICENSE" SHALL MEAN (I) AN EXCLUSIVE AND SOLE LICENSE IN THE TABLE
GAMES FIELD OF USE OF ALL OF PGIC'S REMAINING RIGHTS IN AND TO THE LICENSED
PATENTS, SUBJECT TO ANY PREVIOUSLY GRANTED LICENSES; (II) THE RIGHT TO RECEIVE
ALL OF PAYMENTS, ROYALTIES AND OTHER BENEFICIAL INTERESTS UNDER ANY SUCH
PREVIOUSLY GRANTED LICENSES WITH RESPECT TO SUCH LICENSES IN THE TABLE GAMES
FIELD OF USE; AND (III) THE RIGHT TO DIRECT PGIC, FOR THE SOLE BENEFIT OF SHFL,
TO EXERCISE ANY RIGHTS OR REMEDIES IT MAY HAVE UNDER ANY SUCH PREVIOUSLY GRANTED
LICENSES IN THE TABLE GAMES FIELD OF USE (INCLUDING TO SEEK REDRESS FOR BREACH
OF SUCH LICENSES AND TO DECLARE SUCH LICENSES TERMINATED AND REVERTED TO SHFL IN
THE EVENT OF MATERIAL BREACH THEREOF).
D.
"LICENSED PATENTS" SHALL MEAN EACH PATENT OWNED BY, LICENSED TO (WITH THE
RIGHT TO GRANT SUBLICENSES), OR CONTROLLED BY PGIC, WHICH PATENT IS IN EXISTENCE
AS OF THE EFFECTIVE DATE, INCLUDING ANY PATENT HEREAFTER FILED THAT CLAIMS AN
INVENTION THAT WAS CONCEIVED AND BEING REDUCED TO PRACTICE ON OR PRIOR TO THE
EFFECTIVE DATE, EXCEPT FOR ANY PATENT THAT IS INCLUDED IN THE PURCHASED TABLE
GAMES INTELLECTUAL PROPERTY, AS DEFINED IN THE PURCHASE AGREEMENT.
WITHOUT
LIMITING THE FOREGOING, THE TERM LICENSED PATENTS SPECIFICALLY INCLUDES THE
PATENTS LISTED ON EXHIBITS A, B, C, D, AND E ATTACHED HERETO.
LICENSED PATENTS
SHALL NOT INCLUDE I) ANY RIGHTS TO ANY VALID RFID PATENTS OR TECHNOLOGY OWNED BY
PGIC, UNLESS OTHERWISE EXPRESSLY GRANTED IN ANY SEPARATE, WRITTEN AGREEMENT
BETWEEN THE PARTIES (E.G., THE SO-CALLED, 3-PARTY AGREEMENT FOR SMART TABLE
PRODUCTS); OR II) ANY RIGHTS TO U.S. PATENT NUMBERS 6,811,488 AND 6,508,710;
EXCEPT AS ANY OF SAME MAY COVER OR HAVE ANY CLAIMS IN THE TABLE GAMES FIELD OF
USE.
E.
"LICENSED PRODUCT" SHALL MEAN ANY PAST, CURRENT OR FUTURE GAMES SOLD,
LEASED, USED, MADE, EXPLOITED, DISTRIBUTED OR OFFERED BY SHFL, WHETHER NOW OR IN
THE FUTURE.
F.
"PGIC" SHALL MEAN PROGRESSIVE GAMING INTERNATIONAL CORPORATION AND ITS
PRESENT AND FUTURE AFFILIATES AND SUBSIDIARIES, INCLUDING WITHOUT LIMITATION,
ANY ACQUIRER OF PGIC OR PGIC'S BUSINESS.
G.
"PARTIES" SHALL MEAN PGIC AND SHFL.
H.
"PATENT" SHALL MEAN, INDIVIDUALLY AND COLLECTIVELY, ALL PATENTS ISSUED OR
ASSIGNED TO, AND ALL PATENT APPLICATIONS (WHETHER ISSUED OR APPLIED FOR IN THE
UNITED STATES OR ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION THEREOF),
TOGETHER WITH ANY AND ALL (I) RIGHTS AND PRIVILEGES ARISING UNDER APPLICABLE LAW
WITH RESPECT TO USE OF ANY PATENTS, (II) INVENTIONS AND IMPROVEMENTS DESCRIBED
AND CLAIMED THEREIN, (III) REISSUES, REEXAMINATIONS, DIVISIONALS, CONTINUATIONS,
RENEWALS, EXTENSIONS AND CONTINUATIONS-IN-PART THEREOF AND AMENDMENTS THERETO,
(IV) INCOME, FEES, ROYALTIES, DAMAGES, CLAIMS AND PAYMENTS NOW OR HEREAFTER DUE
AND/OR PAYABLE THEREUNDER AND WITH RESPECT THERETO INCLUDING DAMAGES AND
PAYMENTS FOR PAST, PRESENT OR FUTURE
infringements thereof, (v) rights corresponding thereto throughout the world,