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2.2 This Exclusive License shall include, (i) the
right to sublicense to others the use and lease of [the
software] within the Territory, subject, however, to
the terms and conditions of this License; and (ii) this
License shall also include the right and, as
hereinafter provided, the obligation of [SDI USA], to
provide or to provide for the exclusive maintenance,
servicing and repair of [the software] within the
Territory. * * *
* * * * * * *
2.4 The Territory of this License shall mean and
be restricted to the continental United States, Hawaii
and Alaska.
Petitioner agreed not to license the software for use or to
compete directly or indirectly with SDI USA's exploitation of the
software in the United States during the term of its license to
SDI USA.5
Until February 1987, the agreement provided that SDI USA
would pay to petitioner "an annual royalty equal to fifty percent
(50%) of the annual gross revenues of [SDI USA] from leasing and
sublicensing of [the software], without any deductions therefrom
except rebates, discounts and sales or value added taxes."
The U.S. license agreement was modified in February 1987 to
provide that SDI USA would pay petitioner "a royalty equal to
(50%) fifty percent of the gross billable or invoiced revenues of
[SDI USA] with regard to all products licensed herein or further
5 In l986, these rights became exclusive only as between
petitioner and SDI USA and were otherwise subject to the
nonexclusive worldwide rights that petitioner acquired at that
time.
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Last modified: May 25, 2011