(THE "PARENT"), ANY OTHER PERSON WHERE THE PARENT DIRECTLY OR
INDIRECTLY OWNS OR CONTROLS (I) MORE THAN FIFTY PERCENT (50%) OF THE AGGREGATE
VOTING POWER OF SUCH OTHER PERSON, OR (II) IN COUNTRIES WHERE THE PERCENTAGE
OWNERSHIP BY A FOREIGN PARENT IS LIMITED BY LAW TO NO MORE THAN FIFTY PERCENT
(50%), THE MAXIMUM PERCENTAGE OF THE AGGREGATE VOTING POWER PERMITTED UNDER
APPLICABLE LAW, BUT IN NO EVENT LESS THAN FORTY FIVE (45%).
A PERSON SHALL BE
DEEMED TO BE A SUBSIDIARY UNDER THIS AGREEMENT ONLY SO LONG AS SUCH OWNERSHIP OR
CONTROL EXISTS.
NOTWITHSTANDING THE FOREGOING, A SUBSIDIARY OF A PARTY SHALL
ONLY BE ENTITLED TO RECEIVE THE BENEFIT OF THE LICENSES AND COVENANTS GRANTED
UNDER THIS AGREEMENT TO ITS PARENT SO LONG AS SUCH PARTY ALSO HAS (AND HAS NOT
CONTRACTUALLY OR OTHERWISE FORFEITED) A PERCENTAGE ECONOMIC INTEREST IN SUCH
SUBSIDIARY AT LEAST EQUAL TO THE MINIMUM PERCENTAGE OF VOTING POWER REQUIRED
UNDER (I) OR (II) ABOVE, AS APPLICABLE ("MINIMUM ECONOMIC INTEREST").
IT IS
UNDERSTOOD THAT, WITH RESPECT TO A SUBSIDIARY, THE MINIMUM ECONOMIC INTEREST IS
ONLY REQUIRED FOR PURPOSES OF RECEIVING THE BENEFIT OF LICENSES AND COVENANTS
GRANTED UNDER THIS AGREEMENT TO ITS PARENT AND SHALL NOT BE CONSTRUED AS
RESTRICTING A SUBSIDIARY'S OBLIGATION TO GRANT LICENSES AND COVENANTS UNDER THIS
AGREEMENT.
1.14
"TANDBERG" SHALL HAVE THE MEANING GIVEN TO THIS
TERM IN THE RECITALS.
1.15
"TANDBERG LICENSED PATENTS" SHALL MEAN ALL
PATENTS AND PATENT APPLICATIONS AND ANY PATENTS ISSUING THERE FROM WORLDWIDE
THAT HAVE OR ARE ENTITLED TO THE BENEFIT OF A FILING DATE BEFORE, ON, OR WITHIN
TEN (10) YEARS AFTER THE EFFECTIVE DATE THAT ARE OWNED OR LICENSABLE BY TANDBERG
ASA, TANDBERG TELECOM, TANDBERG, INC. OR ANY OF THEIR SUBSIDIARIES WITHOUT THE
BONA FIDE PAYMENT OF ROYALTIES TO AN UNAFFILIATED THIRD PARTY.
1.16
"TANDBERG LICENSED PRODUCTS" SHALL MEAN
TANDBERG'S EXISTING PRODUCTS AND FOLLOW ON PRODUCTS, WHICH ARE SOLD BY TANDBERG
OR ITS SUBSIDIARIES, OR WHICH ARE MANUFACTURED FOR TANDBERG OR ITS SUBSIDIARIES
AND WHICH, ABSENT THE LICENSE GRANTED TO TANDBERG AND ITS SUBSIDIARIES
HEREUNDER, WOULD ALLEGEDLY INFRINGE, DIRECTLY OR INDIRECTLY, A CLAIM OF ANY OF
THE CPI LICENSED PATENTS.
FOR THE AVOIDANCE OF DOUBT, TO THE EXTENT THEY
ALLEGEDLY INFRINGE ANY CLAIM OF ANY OF THE
[***] Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed pursuant to Rule 24-b-2 promulgated under the
Securities Exchange Act of 1934, as amended, and the omitteed portions
represented by [***] have been separately filed with the Securities and Exchange
Commission.
4
CPI LICENSED PATENTS, TANDBERG LICENSED PRODUCTS INCLUDE EXISTING PRODUCTS AND
FOLLOW ON PRODUCTS THERETO.
1.17
"THIRD PARTY" MEANS A PERSON OTHER THAN A PARTY
OR A SUBSIDIARY OF A PARTY TO THIS AGREEMENT.
1.18
"VOTING POWER" MEANS THE RIGHT TO EXERCISE VOTING
POWER WITH RESPECT TO THE ELECTION OF DIRECTORS OR SIMILAR MANAGING AUTHORITY OF
A PERSON (WHETHER THROUGH DIRECT OR INDIRECT BENEFICIAL OWNERSHIP OF SHARES OR
SECURITIES OF SUCH PERSON OR OTHERWISE).
2.
GRANT OF RIGHTS
2.1
AVISTAR