OF LICENSED PRODUCTS THAT
PRACTICE ANY LICENSED PATENT.
THIS LICENSE GRANT SHALL CONTINUE THROUGH AND
UNTIL THE EXPIRATION OF ALL PATENTS IN THE LICENSED PATENTS.
B.
LIMITED TO THE USE OF THE LICENSED PRODUCTS WITHIN THE TABLE GAMES FIELD
OF USE, PGIC FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS HEREBY RELEASES, ACQUITS
AND DISCHARGES SHFL, ITS OFFICERS, DIRECTORS EMPLOYEES, AGENTS AND
REPRESENTATIVES AND ALL PURCHASERS AND USERS OF LICENSED PRODUCTS ACQUIRED FROM
SHFL AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS AND ACQUIRERS FROM ANY AND ALL
CLAIMS, DEMANDS, AND RIGHTS OF ACTION WHICH PGIC MAY HAVE FOR INFRINGEMENT OF
THE LICENSED PATENTS.
C.
SUBJECT TO SHFL'S RIGHTS HEREIN, NOTHING IN THIS AGREEMENT SHALL BE
INTERPRETED AS CONSTITUTING AN ASSIGNMENT OF THE OWNERSHIP OF ANY OF THE
LICENSED PATENTS FROM PGIC TO SHFL.
D.
PGIC SHALL NOT ABANDON ANY LICENSED PATENTS WITHOUT FIRST NOTIFYING SHFL
IN WRITING AT LEAST THIRTY (30) DAYS IN ADVANCE THAT PGIC HAS A BONA-FIDE INTENT
TO ABANDON A LICENSED PATENT.
ABANDONMENT SHALL INCLUDE FAILURE TO MAINTAIN AN
ISSUED LICENSED PATENT AND FAILURE TO CONTINUE PROSECUTION OF A PENDING LICENSED
PATENT UNTIL ISSUANCE THEREOF.
IN THE EVENT THAT PGIC ELECTS TO ABANDON ANY
LICENSED PATENT OR NOTIFIES SHFL THAT IS HAS AN INTENT TO ABANDON ANY LICENSED
PATENT, SHFL SHALL HAVE THE RIGHT TO PURCHASE SUCH LICENSED PATENT FOR $1, AND
PGIC HEREBY TRANSFERS ALL RIGHT, TITLE AND INTEREST IN SAID PROPOSED ABANDONED
LICENSED PATENT TO SHFL IN A TIMELY MANNER SO AS TO ENABLE SHFL TO AVOID SUCH
ABANDONMENT.
E.
AS OF THE EFFECTIVE DATE, PGIC AGREES AND COVENANTS THAT, UNTIL THE
EXPIRATION OF ALL PATENTS IN THE LICENSED PATENTS, PGIC SHALL CEASE TO EXERCISE
ANY RIGHTS IN THE TABLE GAMES FIELD OF USE UNDER THE LICENSED PATENTS OR
COMMERCIALLY EXPLOIT ANY OF THE LICENSED PATENTS WITHIN THE TABLE GAMES FIELD OF
USE, EXCEPT AS MAY BE DIRECTED, IN WRITING, OR PERMITTED, IN WRITING, BY SHFL.
THE RESTRICTIONS AND LIMITATIONS CONTAINED HEREIN ARE SEPARATE FROM AND SHALL IN
NO WAY REDUCE OR MODIFY OR BE REDUCED OR MODIFIED BY ANY NON-COMPETITION
OBLIGATIONS OF EITHER PGIC OR ANY ACQUIRER, AS SET FORTH IN THE PURCHASE
AGREEMENT.
III.
SUBLICENSING
A.
IN ADDITION TO SHFL'S OTHER SUBLICENSING RIGHTS AS SET FORTH IN THIS
AGREEMENT,
AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, AND WITHIN THE
TABLE GAMES FIELD OF USE, SHFL SHALL HAVE THE RIGHT TO (I) PROCURE MANUFACTURING
FROM THIRD PARTY CONTRACTORS; (II) DISTRIBUTE LICENSED PRODUCTS DEVELOPED BY OR
MADE BY SHFL THROUGH THIRD PARTIES THAT ADAPT THE LICENSED PRODUCTS TO SYSTEM
REQUIREMENTS (E.G., CLASS II GAMING); AND (III) DISTRIBUTE LICENSED PRODUCTS
DEVELOPED BY OR MADE BY SHFL UNDER THIRD PARTY BRAND NAMES (E.G., PRIVATE
LABELING). FOR THE SAKE OF CLARITY, NOTHING IN THE FOREGOING OR THIS AGREEMENT
SHALL BE DEEMED AN EXCEPTION TO THE EXCLUSIVITY PROVISIONS OF THE TECHNOLOGY
AGREEMENT.
IV.
ROYALTY PAYMENT
PGIC agrees and acknowledges that SHFL has made all royalty and other payments
of any kind to PGIC in order for SHFL to be granted this