and (vi) rights to sue for past, present or future infringements thereof.
I.
"PERSON" MEANS ANY INDIVIDUAL, SOLE PROPRIETORSHIP, PARTNERSHIP, JOINT
VENTURE, TRUST, UNINCORPORATED ASSOCIATION, CORPORATION, LIMITED LIABILITY
COMPANY, ENTITY OR GOVERNMENTAL ENTITY (WHETHER FEDERAL, STATE, COUNTY, CITY OR
OTHERWISE AND INCLUDING ANY INSTRUMENTALITY, DIVISION, AGENCY OR DEPARTMENT
THEREOF).
J.
"SHFL" SHALL MEAN SHUFFLE MASTER INC. AND ITS PRESENT AND FUTURE
AFFILIATES AND SUBSIDIARIES, INCLUDING WITHOUT LIMITATION, ANY ACQUIRER OF SHFL
OR SHFL'S BUSINESS.
K.
[INTENTIONALLY OMITTED]
L.
"TABLE GAMES FIELD OF USE" SHALL MEAN ANY GAME (LIVE OR OTHERWISE AND IN
ANY FORMAT) AND/OR ELECTRONIC METHODS OF PLAYING OR SIMULATING ANY GAME, AS WELL
AS PAY TABLES AND METHODS OF PLAY (WHETHER PROPRIETARY OR IN THE PUBLIC DOMAIN)
FOR ANY GAME, AND SHALL INCLUDE WITHOUT LIMITATION:
1.
POINT-TO-POINT COMMUNICATIONS DEVICES SUCH AS CELLULAR PHONES AND OTHER
COMMUNICATIONS DEVICES THAT USE TELEPHONE, WIDE AREA NETWORK, OR CELLULAR PHONE
COMMUNICATIONS TECHNOLOGY AND INCLUDES COMMUNICATIONS DEVICES THAT MAY
COMMUNICATE USING ANY VERSION OF IEEE 802.11 BASED LOCAL AREA NETWORK PROTOCOLS.
2.
MOBILE GAMING AS IDENTIFIED IN A.B. 471 (NEVADA 2005) AND SIMILAR
LEGISLATION AS MAY BE ADOPTED FROM TIME TO TIME IN OTHER JURISDICTIONS,
INCLUDING, WITHOUT LIMITATION, GAMBLING AND WAGERING ON CASINO-STYLE GAMES
THROUGH MOBILE DEVICES THAT ARE CAPABLE OF BEING PORTABLE.
3.
TABLE GAMES WHICH USE RADIO FREQUENCY IDENTIFICATION ("RFID") IN GAMING
CHIPS OR TOKENS.
4.
THE RIGHT TO PLACE OR USE A SIDE BET ( EITHER FIXED OR VARIABLE) IN: A) A
FIXED AMOUNT JACKPOT OF ANY AMOUNT; B) A ODDS PAYOUT IN ANY AMOUNT; OR C) ALL OR
A PORTION OF A PROGRESSIVE PAY-OUT AMOUNT, INCLUDING WITHOUT LIMITATION, ON: W)
A LIVE TABLE GAME, EITHER WITH OR WITHOUT ELECTRONIC MONITORING DEVICES; X)
VIDEO GAMING PLATFORMS USING EITHER SINGLE OR CONTINUAL PLAY; Y) WIRELESS GAMING
DEVICES; OR Z) "PRACTICE-PLAY" DEVICES (I.E., A DEVICE THAT OFFERS PLAY FOR FUN
GAMING WITHOUT ACTUAL WAGERING).
5.
TABLE GAMES FIELD OF USE SHALL NOT INCLUDE: 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), AND EXCEPT TO THE EXTENT, IF ANY, THAT ANY
SUCH RFID PATENTS INCLUDES A TABLE GAMES FIELD OF USE APPLICATION.
M.
ANY OTHER CAPITALIZED TERMS NOT EXPRESSLY DEFINED ANYWHERE IN THIS
AGREEMENT SHALL HAVE THE SAME MEANING AS IN THE PURCHASE AGREEMENT.
II.
LICENSE GRANT
A.
EFFECTIVE UPON THE EFFECTIVE DATE, PGIC GRANTS TO SHFL, LIMITED TO THE
TABLE GAMES FIELD OF USE, A PERPETUAL, NON-CANCELABLE, NON-TERMINABLE,
NON-RESCINDABLE, FULLY PAID-UP, ROYALTY-FREE, FULLY TRANSFERABLE, FULLY
ASSIGNABLE AND/OR FULLY SUB-LICENSABLE, WORLDWIDE, EXCLUSIVE AND SOLE (INCLUDING
TO THE EXCLUSION OF PGIC EXCEPT ONLY THAT PGIC MAY PRACTICE ANY LICENSED PATENT,
ONLY TO THE EXTENT AND SUBJECT TO THE LIMITATIONS SET FORTH IN THE PURCHASE
AGREEMENT, AS NECESSARY TO SELL A SYSTEM) LAST LICENSE, FREE AND CLEAR AND NOT
SUBJECT TO ANY LIENS, TO DEVELOP, MAKE, HAVE MADE, USE, SELL, DISTRIBUTE, OFFER
FOR SALE, LEASE, IMPORT, EXPORT, OR OTHERWISE DISPOSE