LICENSE AGREEMENT GENERAL ELECTRIC CO. AND WESTINGHOUSE ELECTRIC & MANUFACTURING Co.

Agreement made this 30th day of June, 1921, between the General Electric Co., a New York corporation (herein called the General Co.) and the Westinghouse Electric & Manufacturing Co., a Pennsylvania corporation (herein called the Westinghouse Co.)

Witnesseth:

Whereas the General Co. is the owner of or has the right to grant and extend the licenses hereinafter agreed to be granted and extended under certain letters patent of the United States and various applications therefor, all of which relate to radio devices as herein defined, or to the manufacture thereof; and

Whereas the Westinghouse Co. is the owner of or has the right to grant and extend the licenses hereinafter agreed to be granted and extended under certain letters patent of the United States and various applications therefor, all of which relate to radio devices as hereinafter defined, or to the manufacture thereof; and

Whereas by a certain agreement, as evidenced by Exhibit A hereto attached, the General Co. has granted to the Radio Corporation of America, a Delaware corporation (herein called the Radio Corporation), certain rights to use and sell under all its patents, which agreement is not intended to be affected by this present agreement; and

Whereas by a certain agreement, evidenced by Exhibit D hereto attached, the Westinghouse Co. has granted to the International Radio Telegraph Co., a Delaware corporation (herein called the International Co.), certain of the rights to use and sell under all of its patents, and by certain agreements the Radio Corporation has secured from the International Co. the rights so granted to the International Co., which agreements are not intended to be affected by this present agreement; and

Whereas the parties hereto have in the past by other agreements granted to each other licenses and contracted in regard to patents, and it is not intended that such other agreements shall be affected by this agreement, or that any further patent agreements made between the parties shall be affected by this agreement, unless such later agreement shall expressly so state; and

Whereas the General Co. entered into certain agreements, dated July 1, 1920, with the American Telephone & Telegraph Co., a New York corporation (herein called the Telephone Co.), the Western Electric Co. (Inc.), a New York corporation (herein called the Western Co.), and the Radio Corporation whereby the General Co. secured from the Telephone and Western Cos. certain licenses which may be extended and whereby also it granted certain licenses to the Telephone and Western Cos., copies of which agreements are attached hereto as Exhibits B and C; and

Whereas by an agreement of even date herewith, as evidenced by Exhibits H and I hereto attached, the Telephone and Western Cos. have assented to the extension of licenses under its patents to the Westinghouse Co., and the Westinghouse Co. has granted certain licenses to the Telephone and Western Cos.; and

Whereas each of the parties hereto is desirous of acquiring from the other licenses under the said letters patent, and the patents to issue on said applications, and under other patents on radio devices to be acquired by the other as hereinafter specified.

Now, therefore, the parties hereto have agreed as follows:

Article I. Definitions

1. Radio purposes is defined as the transmission or reception of communications, telegraphic, telephonic, or other, by what are known as electromagnetic waves, but not by wire.

2. Radio devices are defined as comprising: (a) Devices useful only in radio purposes.

(b) Devices especially adapted to radio purposes but capable of other uses such, for example, as the Alexanderson alternator with accessories or the pliotron, except where the same are sold licensed only for uses other than radio uses, in which case the same are not to be regarded as radio devices hereunder.

3. The expression "devices" shall include apparatus, devices, systems, connections, and methods.

4. X-ray purposes are defined as the generation, control, and application of X rays.

5. X-ray devices are defined as comprising all apparatus, devices, systems, connections, and methods in so far as they are used for X-ray purposes.

X-ray devices comprise :

(a) Devices used only for X-ray purposes.

(b) Devices especially adapted for X-ray purposes, but capable of other uses except when the same are licensed only for purposes other than X-ray purposes, in which case the same are not to be regarded as X-ray devices hereunder.

6. "Wire telephony" is the art of communicating or reproducing sound waves (created, directly or indirectly, by the voice or by musical instruments) by means of electricity, magnetism, or electromagnetic waves, variations, or impulses conveyed or guided by wires, and includes all generating, measuring, switching, signaling, and other means or methods incidental to or involved in such communication.

7. "Wireless telephony" is to be taken as meaning the same as the above, except that the waves, variations, or impulses are radiated through space.

8. "Wire telegraphy" is the art of communicating messages by code signals (such as the Morse code, for example) by means of electricity, magnetism, or electromagnetic waves, variations, or impulses conveyed or guided by wires, and includes all generating, measuring, switching, signaling, and other means or methods incidental to or involved in such communication, but does not include such devices as annunciators, elevator signals, engine-room telegraphs, etc.

9. "Wireless telegraphy" is to be taken as meaning the same as "wire telegraphy" except that the waves, variations, or impulses are radiated through space.

10. "Power purposes

are defined as including all prime movers and their accessories, and all generation, use, measurement, control, and application of electricity for light, heat, and power, but does not include any communication purposes.

11. "Household devices" are electric or electrically operated devices designated primarily for domestic use, but do not include devices for communication purposes.

12. "The United States Government" shall be understood to include not only the Federal Government but also the governments of the Philippines, Porto Rico, and other Federal possessions, present or future; but shall not include any municipal, county, or State govern

ment.

13. "Transoceanic" communication shall be understood to include all communication between two continents, or between a continent and an island more than 100 miles from its shores, islands within 100 miles of the shores of a continent being considered parts thereof, North America, including the Panama Canal Zone and all of Central America north thereof, is to be considered as one continent, and South America and all of Central America south of the Panama Canal as another. This definition does not include communication between ships or between ships and shore.

14. "Train dispatching" is telegraphic or telephonic conveyance of train orders or operating information between the office of a train dispatcher or similar official and way stations, or other points along the line of way, or railway vehicles (with or without incidental provision for operation at will in an emergency, and not automatically, signals, brakes, stops, and switches) for controlling the movements of trains or other automotive vehicles.

15. "Railway signaling is the operation of signals, switches, brakes, stops, etc., controlling the hovements of trains or other automotive vehicles, controlled by or in accordance with train or vehicle movements or track conditions, including block signaling, cab signals, and train stops. It does not include train dispatching as above defined. 16. "Submarine signaling" is the art of sending or receiving mechanical vibrations transmitted through water.

17. The terms "General Co." and " Westinghouse Co." as used herein relate to and include, respectively, for the General Co. and the Westinghouse Co., all controlled companies, branches, factories, and departments engaged in the manufacture or sale of radio devices, and the terms and conditions hereof shall apply to any individuals or corpora tions who may succeed to the business of either of them.

Article II. Exceptions

1. The following are excluded from the operations of this agreement: (a) Devices with respect to which exclusive licenses have been granted to others by the parties hereto as evidenced by Exhibits A, B, C, and D, and the following (some of which are included in the licenses granted evidenced by said exhibits):

(b) Radio devices.

(c) X-ray devices.

(d) Submarine signaling.

(c) Wire telephony.

(f) Wire telegraphy.

(g) Train dispatching.

(h) Transoceanic communication.

(i) All applications (for purposes other than power purposes, railway signaling, household devices as defined, distance actuation and control by wireless for other than communication purposes, scientific, experimental, and therapeutic apparatus and shop tools, shop appliances, and shop processes) of inventions pertaining or applicable to or to the use of vacuum tubes and to generating (directly or from other currents), modifying, amplifying, transmitting, or receiving electromagnetic waves, variations, or impulses, including instruments and their records for producing music and other sounds for amusement or artistic purposes, with the right to transmit the sound by wire telephony throughout a building.

(j) And in so far as the parties are now operating or may in the future operate under licenses granted or to be granted to one by the other, which licenses make no reference to this present agreement, the field of such license is excluded from the present agreement so long as such other license remains in force.

2. The right to make and sell (but not to lease) to electric light, electric power, and electric traction companies apparatus for so-called

"carrier current" telephone communication over wires, or partly over wires and partly across wireless gaps, but in each instance only for the use of such companies and not for the use of the public, nor for toll, nor for the operation of a selective train-dispatching system, nor in connection with any public service telephone system, being a General Electric right under paragraph (a) of section 5 of Article V of agreement B, is not, as between the General and Westinghouse Cos., included in the general language of any of the above exceptions.

Article III. Licenses to be granted

1. If at any time any radio devices covered by patents of the General Co. come to have a commercial use in a field outside the exclusions specified in article 2 hereof, the General Co. will grant and extend to the Westinghouse Co., at its request, a license in such field under the General Co.'s United States patents then existing and all patents to be issued to the General Co. on patent applications filed in the United States on inventions made or conceived by its employees up to January 1, 1945, and all United States patents which it now has or which it shall acquire or with respect to which it has or shall have the right to grant or extend licenses up to January 1, 1945 (except those acquired by purchase and referred to in article 9 of a contract of even date herewith known as agreement E) in so far as such patents are applied to the use of radio devices in such field. The licenses for such use are to be without royalty and on such terms as will permit the Westinghouse Co. to deal with its customers with respect to such devices for such use on equal terms with the General Co.; but the General Co. shall not be bound to license the Westinghouse Co. to do more than 40 per cent of the gross business of the two companies in dollars in any calendar year under any such license so granted in any such field except on payment of a royalty to be fixed by the General Co. The licenses herein provided for shall contain the usual provisions regarding exchange of technical and manufacturing information with respect to standard devices which at the time when the information is asked for are being manufactured commercially by the General Co., as distinguished from devices under development and devices designed for special order (said exchange to be without compensation except the actual cost of furnishing the information).

2. If at any time any radio devices covered by patents of the Westinghouse Co. come to have a commercial use in a field outside the exclusions specified in article 2 hereof, the Westinghouse Co. will grant and extend to the General Co., at its request, a license in such field under the Westinghouse Co.'s United States patents then existing and all patents to be issued to the Westinghouse Co. on patent applications filed in the United States on inventions made or conceived by its employees up to January 1, 1945, and all United States patents which it now has or which it shall acquire or with respect to which it has or shall have the right to grant or extend licenses up to January 1, 1945 (except those acquired by purchase and referred to in contract of even date herewith known as agreement E), in so far as such patents are applied to the use of radio devices in such field. The licenses for such uses are to be without royalty and on such terms as will permit the General Co. to deal with its customers with respect to such devices for such use on equal terms with the Westinghouse Co.; but the Westinghouse Co. shall not be bound to license the General Co. to do more than 60 per cent of the gross business of the two companies in dollars in any calendar year under any such license so granted, except on payment of a royalty to be fixed by the Westinghouse Co. licenses herein provided for shall contain the usual provisions regarding exchange of technical and manufacturing information with respect to standard devices which at the time when the information is asked for are being manufactured commercially by the Westinghouse Co., as distinguished from devices under development and devices designed for special order (said exchange to be without compensation except the actual cost of furnishing the information).

The

3. If either party shall have other licensees under its patents in any such field outside the exclusions specified in article 2 hereof, the business of such other licensees in such field under such licenses shall, for the purposes of the foregoing sections, be included as a part of the business in that field of the party granting such licenses. This shall not apply to the existing licenses granted under the Armstrong patents referred to in an agreement of even date herewith known as agreement K.

4. The licenses hereunder agreed to be granted shall be under the patents of the United States only. They shall authorize the manufacture, use, and sale in this country and the manufacture and sale in this country for export, but shall not imply nor shall any act performed under this agreement or said licenses imply any right or license to use or sell under any patent of a country foreign to the United States.

Article IV-Arbitration

If any controversy shall arise between the parties as to the performance of any obligation under this agreement, or as to the meaning of any definition, the matter in controversy shall be submitted, at the option of either party, to three arbitrators, who shall have the power to decide the matter in controversy, and whose decision shall be binding upon the parties hereto. Upon such contingency each party shall desig. nate one arbitrator, and these two shall appoint a third arbitrator.

LICENSE AGREEMENT-RADIO CORPORATION OF AMERICA, GENERAL ELECTRIC CO., AND WESTINGHOUSE ELECTRIC & MANUFACTURING CO. Agreement made this 30th day of June, 1921, between the Radio Corporation of America, a Delaware corporation (hereinafter referred to as the Radio Corporation), the General Electric Co., a New York corporation (hereinafter referred to as the General Co.), and the Westinghouse Electric & Manufacturing Co., a Pennsylvania corporation (hereinafter referred to as the Westinghouse Co.), the said General and Westinghouse companies being hereinafter collectively referred to as the manufacturing companies

By an agreement of November 20, 1919, between the General Co. and the Radio Corporation the General Co. granted certain patent licenses to the Radio Corporation and agreed to manufacture for it, and the Radio Corporation agreed to purchase exclusively from the General Co., all radio devices covered by patents, rights under which were granted or agreed to be granted in such agreement, which the General Co. should be from time to time in a position to supply with reasonable business promptness for use in, or which were used in, the business and operation of the Radio Corporation and its licensees and customers; and

An agreement of June 29, 1921, was entered into between the Westinghouse Co. and the International Radio Telegraph Co., a Delaware corporation, hereinafter referred to as the International Co., which agreement contained provisions similar to those in the General ElectricRadio agreement above referred to (copies of the said General ElectricRadio agreement and of the said Westinghouse-International Co. agreement being attached hereto as Exhibit A and Exhibit D, respectively, and hereinafter so referred to).

Subsequent to the execution of these two agreements the Radio Corporation has (by an agreement of even date herewith which is attached hereto as Exhibit J and hereinafter so referred to) acquired certain of the assets of the International Co.

It is not practicable for the Radio Corporation to continue to carry out the terms of both agreements A and D in the form which they now stand; and this is particularly clear since radio devices which the Radio Corporation desires to use combine patented inventions of both the General and Westinghouse companies, and it is only by the use of the complementary patented devices of both companies in single instruments and sets of instruments that efficient radio communication can secured,

be

Now, therefore, to settle the conflict created by such acquisition and to further define the rights of the parties with respect to the manufac ture of radio devices and to enable the Westinghouse Co. to manufacture radio devices for the Radio Corporation under the patents of the General Co. and to enable the General Co. to manufacture radio devices for the Radio Corporation under the patents of the Westinghouse Co., the parties have agreed as follows:

Article I

As modified by this and other agreements of even date herewith, the parties agree that the Radio Corporation assumes all of the obligations (subject to the exceptions noted in the last sentence of paragraph 2 of this article) assumed by the International Radio Telegraph Co. in agreement D above mentioned, and becomes entitled to all of the benefits thereof as though it had been a party thereto in place of the International Radio Telegraph Co.

Except as provided hereinafter, the General Co. shall acquire no rights under the patents of the International Co. or the Westinghouse Co. by reason of the provisions of agreement A. Except as provided hereinafter, the Westinghouse Co. shall acquire no rights under the patents of the Radio Corporation or the General Co. by reason of the provisions of agreement D.

It is agreed that the grants made by the Westinghouse Co. to International Co. and Radio Corporation and by General Electric Co. to Radio Corporation, evidenced by agreements A and D, are made subject to grants heretofore made by such grantors to others.

Article II

Section 1 of article 4 of agreement A and section 1 of article 4 of agreement D are hereby canceled and the provisions and obligations of this Article II are substituted in place thereof.

1. It was the purpose and intent of the General Co. in entering into agreement A to retain the exclusive manufacturing rights under its patents for radio purposes and to acquire similar exclusive manufacturing rights under the patents of the Radio Corporation. This purpose was accomplished by granting to the Radio Corporation (except in case of failure of the General Co. to supply) no manufacturing rights whatever, but merely the exclusive rights for sale and use, as specified, of devices purchased of the General Co., and by acquiring from the Radio Corporation the exclusive manufacturing rights specified under its patents.

The Westinghouse Co., in its dealings with the International Co., evidenced by agreement D, was actuated by a similar motive and acted in a similar manner.

The present situation is such that the Radio Corporation thus finds itself obliged to purchase of the General Co. everything which is made under the patents of the General Co. or of the Radio Corporation, and of the Westinghouse Co. everything which is made under the patents of the Westinghouse Co. and of the International Co. It develops that if the Radio Corporation is to give the efficient service which it desires to give, important devices which the Radio Corporation desires to purchase must be manufactured under the patents of the two groups.

In the situation thus created the manufacturing companies have agreed that the licenses are extended as hereinafter specified to enable the Westinghouse Co. to manufacture for the Radio Corporation under patents of the General Co. and of the Radio Corporation, and to enable the General Co. to manufacture for the Radio Corporation under the patents of the Westinghouse Co. and of the International Co., to such an extent that the Radio Corporation in the manner and to the extent herein provided may purchase from time to time from the General Co. 60 per cent and from the Westinghouse Co. 40 per cent of all radio devices covered by patents, rights under which are granted or agreed to be granted in either agreement A or agreement D (provided however that the right of the Radio Corporation to use or dispose of said devices arises from the grants of agreements A and/or D) which either the General Co. or the Westinghouse Co. is from time to time in a position to supply with reasonable business promptness for use in, or which are or shall be used in, the business and operation of the Radio Corporation and its future licensees and customers and its -existing licensees. To this end the Radio Corporation agrees that of the orders which it shall place with the two manufacturing companies during the portion of the calendar year 1921 following the date of execution of this agreement and in each calendar year thereafter for the life of said agreements A and D, it will in placing orders with the manufacturing companies for such patented apparatus as it is licensed to purchase only from the manufacturing companies order 60 per cent in selling price to the Radio Corporation in each said period of the General Co., and 40 per cent in such selling price in each said period of the Westinghouse Co. Where an order is canceled by agreement of the parties concerned, the amount of the cancellation is to be allowed for by proper adjustment of the orders in the period in which the cancellation becomes effective. Any unavoidable excess of orders placed with one company in any such period is to be adjusted by giving to the other company more orders in the next period, except in so far as such excess is due to the failure of the other manufacturing company to supply devices of good quality and with reasonable business promptness.

2. Any obligation to place orders with either manufacturing company is subject to the obligation of such company to produce the devices ordered of good quality, workmanship, and material with reasonable business promptness.

3. As one of the considerations to the manufacturing companies in entering into this agreement and into agreements A and D has been and is the information and experience which their engineering and manufacturing departments will acquire by designing and producing devices hereunder, it is agreed that the obligation of the Radio Corporation to place its orders in the ratio of 60 per cent and 40 per cent shall extend to each of the devices (which devices it is licensed to purchase only from the manufacturing companies covered by patents rights under which are granted or agreed to be granted under agreements A and D) of the classes A, B, C, etc., of Schedule X attached hereto and to foreign and domestic business in each of said classes separately, but the manufacturing companies may by arrangement between themselves modify the division of the business or its allocation in classes, either temporarily or permanently, by notice signed by the two manufacturing companies and served on the Radio Corporation.

LXIX-529

4. The grants of licenses in agreements A and D to the Radio Corporation itself to manufacture when it is not able to obtain radio devices with reasonable promptness from the respective manufacturing companies are so modified that they shall not be operative except when both manufacturing companies have refused or failed to supply the devices with reasonable promptness as specified.

Article III

The licenses heretofore granted and agreed to be granted by the General Co. to the Radio Corporation and the licenses heretofore granted and agreed to be granted by the Westinghouse Co. to the International Co. and transferred or to be transferred to the Radio Corporation and licenses under the patents of the Radio Corporation, the General Electric Co. and the Westinghouse Co. are hereby extended to such extent as may be necessary to permit the General Co. and the Westinghouse Co. to manufacture for and sell radio devices to the Radio Corporation as above provided and to manufacture for their own use to the extent that such use is permitted by Article V hereof. Article IV

An arrangement may be made by the Radio Corporation with the two manufacturing companies whereby such companies may on equal terms as agents of the Radio Corporation sell for use in the United States of America radio devices purchased by the Radio Corporation as herein provided, or may otherwise acquire such selling rights as may be mutually agreed upon by the three parties hereto. Article V

The Radio Corporation grants to the Westinghouse Co. and to the General Co., and each manufacturing company grants to the other manufacturing company (so far as it has the right to do so), the following licenses under all patents, applications for patents, inventions, and rights of licenses under or in connection with patents which the Radio Corporation and manufacturing companies, respectively, now own or control, or which they may acquire during the term hereof, or under which they have or may have the right to grant such licenses, except those acquired by purchase and referred to below.

a. Nonexclusive licenses in the fields of wire and wireless telegraphy for its own communication, or for the purpose of convenience, or to save expense, but not for profit for transmission of messages for the public.

b. Nonexclusive licenses in the field of wireless telephony for its own communication but not for profit or for transmission of messages for the public, nor for toll, nor for the operation of a selective train dispatching system, and not for connection with any public service telephone system.

c. Nonexclusive licenses to establish, maintain, and operate, but not for pay and not to sell or lease, broadcasting wireless transmitting stations.

The grants of this article apply to the companies so controlled by the Westinghouse or General Co. as to subject them to the liabilities of the present agreement.

Article VI

It is agreed that each of the manufacturing companies shall have the right as against the other to enforce the obligations of section 10 (renumbered as section 9 per article 11 hereof) of article 4 of each of said agreements A and D.

Article VII

On the termination of the said agreements A and D the Radio Corporation shall be licensed under all patents of the manufacturing companies under which it was licensed in either of such agreements A and D so far as the manufacturing companies have or may hereafter acquire the right to grant such licenses, to the extent necessary to enable it to manufacture for its own use in accordance with the provisions of said agreements, but not for lease, resale, or other disposal, radio devices which it is unable to purchase of either of the manufacturing companies in accordance with the terms of article 4 of each of said agreements A and D, but only so long as it shall place its orders for devices covered by such patents in so far as they remain unexpired with the two manufacturing companies in general accordance with the provisions of article 2 hereof.

Each of the manufacturing companies is licensed under such patents to manufacture for and sell to the Radio Corporation radio devices in accordance with this article. The grants of article 5 hereof shall extend with respect to all patents, licenses under which are granted or agreed to be granted under agreements A and D. Except to this extent this agreement shall expire with the expiration of agreement A.

Article VIII

The terms "General Co." and "Westinghouse Co." as used herein relate to and include, respectively, for the General Co. and the Westinghouse Co. all controlled companies, branches, factories, and departments engaged in the manufacture or sale of radio devices, and the terms and conditions hereof shall apply to any individuals or corporations who may succeed to the business of either of them. The term "Radio Corporation" includes all of its controlled companies.

Article IX

Paragraph 7, Article II of agreement A, and paragraph 7, Article II of agreement D, are hereby canceled, and the following is substituted therefor:

In case the Radio Corporation shall acquire by purchase from others patents, patent applications, or rights or licenses under or in connection with patents, which have uses or applications outside of radio purposes, it shall disclose that fact to each of the manufacturing companies and shall offer to bring the same within the scope of this contract on payment by the manufacturing companies jointly of a fair proportion of the price actually paid or to be paid therefor, in which case the payment by the manufacturing companies (except as to any subsequent payments depending on the use of the invention) shall be made in the proportion of 60 per cent by the General Co. and 40 per cent by the Westinghouse Co. (with due allowance for any payments made by others and for such rights as do not pass from one company to the other). In case either the General Co. or the Westinghouse Co. shall decline the offer, the other manufacturing company may, nevertheless, acquire for itself (but not for the other manufacturing company) the same rights which it would acquire if the patents or rights in question were brought within the scope of this agreement, by paying to the Radio Corporation the same amount which in the first case would have been paid by the two manufacturing companies jointly.

In case either of the manufacturing companies shall acquire by purchase from others, patents, patent applications or rights or licenses under or in connection with patents useful for or applicable to radio purposes, it shall disclose that fact to the Radio Corporation and to the other manufacturing company. It shall offer to bring the same within the scope of this agreement on payment by the Radio Corporation to it of a fair proportion of the price actually paid or to be paid therefor, and shall also offer to the other manufacturing company to bring the same within the scope of a certain agreement of even date herewith, between the two manufacturing companies, known as agreement F, on payment by the other manufacturing company of its fair proportion of the purchase price unpaid by the Radio Corporation, it being agreed as between the two manufacturing companies that the proper proportion, unless otherwise agreed in any particular case (except as to any subsequent payments depending on the use of the invention), is 60 per cent for the General Co. and 40 per cent for the Westinghouse Co. (with due allowance for any payments made by others and for such rights as do not pass from one company to the other).

In case the other manufacturing company shall refuse to join, the patents or rights in question shall not be within the scope of the said agreement F but shall be specifically excepted therefrom. In case the Radio Corporation refuses to join and the other manufacturing company does join, the manufacturing company so joining shall have equal rights for radio purposes with the company making the purchase. But this, while releasing the manufacturing companies from all obligations not to sell so far as such particular patents or rights are concerned, shall in no way license or empower either manufacturing company to sell for radio purposes under any patents or radio rights which are owned by the Radio Corporation.

The expression "bring the same within the scope of this agreement' wherever used in this present Article IX shall for the purposes of this article be taken to include, among other things, that the Radio Corporation grants to the manufacturing companies licenses for purposes other than radio purposes which are exclusive to the two manufacturing companies jointly, so far as it is free under its existing contracts to grant such rights (except that they are not exclusive with respect to the reserved rights of the Radio Corporation for wire purposes), and in case where one manufacturing company refuses to join, said license shall be exclusive to the manufacturing company which makes the purchase or which joins in a purchase made by the Radio Corporation. Whether or not either or both of the manufacturing companies participate in a purchase made in accordance with this agreement offered to them by the Radio Corporation, the obligations of the Radio Corporation to purchase radio apparatus thereunder from the manufacturing companies as provided hereunder shall not be modified, and the two manufacturing companies are licensed exclusively to manufacture radio devices under patents so purchased to the same extent as though such patent were owned by the Radio Corporation at the date hereof.

Article X

The sentence beginning "But this action" in Article XI of agreement A is canceled.

If at any time in accordance with Article XI of agreement A, or in accordance with Article IX of agreement D above referred to, the Radio Corporation is taken over by any superior authority or its stations are taken over, as provided in such articles, the agreement that the rights of the Radio Corporation shall cease, be reassigned and revert shall not apply to any patents or rights of countries foreign to the United States which shall at that time have been assigned or agreed to be assigned to Marconi's Wireless Telegraph Co. (Ltd.), or Shielton (Ltd.), or the South American Radio Corporation, or the United Fruit Co., or any other stranger to these agreements.

Article XI

Section 9 of Article IV of agreements A and D are canceled, and sections 10 and 11 of each of such articles are renumbered as sections 9 and 10, respectively. At the end of section 10 of each of such articles (now renumbered as section 9) the following sentence is added: "The agreements contained in this section are conditions and limitations of the licenses heretofore granted and agreed to be granted." Article XII

The admission of validity implied in the acceptance of licenses and assignments under and in accordance with this agreement and under and in accordance with the agreements known as F, G, and K is limited to the territory and field of use for which such licenses respectively are and may be granted and to the periods thereof respectively.

Article XIII

It is agreed that the Radio Corporation and the General Co. may extend to the United Fruit Co. and to the Wireless Specialty Apparatus Co. rights under the patents of the Westinghouse Co. and of the International Co. for radio purposes to the same extent that they have agreed to extend rights under their own patents.

Either manufacturing company may, however, from time to time authorized the Wireless Specialty Apparatus Co. to manufacture radio devices for the Radio Corporation. Any such devices so manufactured shall be regarded for all purposes under this agreement as manufactured by such manufacturing company, unless the other manufacturing company shall agree that the devices so manufactured shall not be regarded in computing the 60 per cent and 40 per cent under the provisions of Article II hereof.

Article XIV

If any controversy shall arise between any two of the parties as to the performance of any obligation under Article IX hereof or as to the amount of the proportions to be respectively paid under said article, or as to the performance of any obligation under this agreement, or as to the meaning of any definition, the matter in controversy shall be submitted, at the option of either such party, to three arbitrators who shall have the power to decide the matter in controversy, and whose decision shall be binding upon the parties so arbitrating. Upon such contingency each such party shall designate one arbitrator, and these two shall appoint a third arbitrator. In the event that one such party appoints an arbitrator and the other party fails, within 30 days after receipt or written notice, to appoint a second, the decision of the first arbitrator shall be binding upon such parties.

Article XV

No licenses are granted or extended hereby under patents of Canada, the United Kingdom of Great Britain and Ireland and Japan.

Article XVI

If at any time prior to January 1, 1923, the Radio Corporation and one of the manufacturing companies request, both manufacturing companies will grant to the Radio Corporation the manufacturing rights under their German patents for radio purposes to the extent that and for the term that they have agreed to transfer to the Radio Corporation the selling and using rights.

In testimony whereof the parties have caused these presents to be executed and their corporate seals to be hereunto affixed by their proper officers thereunto duly authorized, at New York City, the day and year first above written.

M. Direction finders, wave meters, and similar auxiliary apparatus. N. Miscellaneous radio devices not otherwise specified.

O. Standard power and lighting devices other than those included in class C.

LICENSE AGREEMENT-WESTINGHOUSE ELECTRIC & MANUFACTURING CO., AMERICAN TELEPHONE & TELEGRAPH CO., AND WESTERN ELECTRIC Co.

Agreement made this 30th day of June, 1921, between the American Telephone & Telegraph Co., a corporation of New York (hereinafter called the Telephone Co.), the Western Electric Co. (Inc.), a corporation of New York (hereinafter called the Western Co.), and the Westinghouse Electric & Manufacturing Co., a corporation of Pennsylvania (hereinafter called the Westinghouse Co.)

Witnesseth that

Whereas an agreement dated July 1, 1920, has been entered into between the General Electric Co., a New York corporation (hereinafter called the General Co.), and the Telephone Co., under which licenses were exchanged between the two companies under their respective patents for operation in the respective fields of business of said companies; a copy of which agreement is attached hereto and marked "Exhibit B"; and

Whereas by virtue of an extension agreement dated July 1, 1920, a copy of which is hereto attached marked "Exhibit C," the General Co. has also received, under the patents and inventions of the Western Co., rights corresponding to those it received under the agreement "Exhibit B"; and

Whereas, pursuant to the provisions of article 6, section 3, subdivision (b), of said agreement, "Exhibit B," the General Co. desires to extend to the Westinghouse Co., at its request, certain of the rights under the patents and inventions of the Telephone and Western Cos. received by the General Co. under the said agreements, and, at the request of the General Co., the Telephone Co., and the Western Co. have assented thereto, as shown by the assent attached hereto and marked "Exhibit H"; and

Whereas the Telephone Co., the Western Co., and the Westinghouse Co. are desirous of extending to each other certain additional rights, privileges, information, and assistance pertaining to the existing business of the respective companies;

Now, therefore, in consideration of the premises and the mutual covenants herein contained, it is agreed as follows:

1. The Westinghouse Co. hereby grants and agrees to grant to the Telephone Co., and to the Western Co., under the present and future patents of the Westinghouse Co. and rights to and under patents, in so far as it has or may have the right to do so, rights of the same character and scope, and for the same fields of operation, and subject to the same limitations and conditions, as the rights granted by the General Co. to the Telephone Co. in and by the said agreement of July 1, 1920: Provided, however, That all rights, granted and agreed to be granted under this paragraph, are subject to rights which the Westinghouse Co. hereby reserves for itself, for the General Co., and for the Radio Co., and their several successors in business, and which are of the same character and scope, and for the same fields, and subject to the same limitations and conditions, as the rights reserved by the General Co. in and by said agreement of July 1, 1920: Provided further, That no rights are granted by the Westinghouse Co. to the Telephone Co. or the Western Co. pertaining to the fields covered in the first and the last items of section 9, article 5, of the agreement, "Exhibit B." The admission of validity implied in the acceptance of licenses hereunder is limited to the fields for which such licenses exist.

2. The Telephone Co. agrees, in addition to giving its assent to the extension of rights, under its patents, to the Westinghouse Co., as aforesaid, and to the granting of the other rights and privileges herein conferred, to pay to the Westinghouse Co. one-third of the sums paid and payable by the Westinghouse Co. to the inventors under a certain agreement known as the "Armstrong and Pupin agreement," dated October 5, 1920, under which the Westinghouse Co. acquired certain patents and applications of said inventors. One-third of the payments made by the Westinghouse Co. to date under said agreement shall be paid by the Telephone Co. hereunder upon the execution of this agreement, and one-third of future payments as they are due and paid by the Westinghouse Co. under the terms of said agreement: Provided, however, That in case the Westinghouse Co. does not prior to July 10, 1922, acquire the rights relating to wired, wireless, or so-called

multiplex telephony and telegraphy" covered by the "Russell agreements referred to in paragraph 13 of said "Armstrong and Pupin agreement," and the Westinghouse Co. is not then in position to grant to the Telephone Co. rights thereunder corresponding to those granted in paragraph 1 hereof, then the Westinghouse Co. will, upon demand of the Telephone Co., pay to the Telephone Co. a sum equal to all sums received by the Westinghouse Co. under said "Armstrong and Pupin agreements" for the rights disposed of under the Russell agreements.

3. The Westinghouse Co. agrees that it will not terminate its rights to and under the Armstrong and Pupin patents, under the provisions of paragraph 11 of the aforesaid "Armstrong and Pupin agreement," without first making such arrangements between the parties then interested in said patents that the Telephone Co. shall continue to enjoy the rights herein granted under said patents without the payment of any consideration other than that herein provided.

4. The provisions of articles 6, 7, sections 1 and 3 of article 9, articles 10, 11, 12, 13, 15, and 16 of Exhibit B contract, relating to the licenses granted, the settlement of interferences, cooperation, and exchange of information, purchases between the parties, litigation, releases, arbitration, further assurances, and rights of successors, shall apply to and govern the relations between the parties hereto, the same as if copied in full herein, with the following exceptions:

(a) As to article 6, any extension of rights by the Westinghouse Co. under section 3, subdivision (b), can be made only upon the consent of the General Electric Co., through whom the Westinghouse Co. derives its rights.

The first sentence of section 6, of article 6, is excepted from this agreement, and notwithstanding the remaining provisions of said section 6, it is understood and agreed that the Westinghouse Co. hereby grants to the Telephone Co. nonexclusive licenses and the right to grant nonexclusive licenses to the foreign associated and allied companies of the Telephone Co. and Western Co., under all foreign patents which the Westinghouse Co. acquires under the "Armstrong and Pupin agreement" of October 5, 1920, so far as the Westinghouse Co. has or may have the right to make such grants.

(b) As to article 9, the parties hereto shall be under the obliga tion to furnish information and permit access to their respective laboratories only with respect to devices, apparatus, systems, and methods as to which the development work is substantially completed.

5. Unless previously terminated by mutual consent, this agreement shall continue in force until July 1, 1930, and automatically thereafter until canceled on three years' written notice given after July 1, 1930, by either party to the other: Provided, however, That it shall not be thus canceled by the Westinghouse Co. during the continuance of agreements Exhibits B and C and its enjoyment thereunder of rights under the patents of the Telephone Co. and Western Co. In the event that agreements, Exhibits B and C, or either of them, are terminated prior to the termination of this agreement, as above specified, the parties hereto shall continue, during the continuance of this agreement, to enjoy rights under each other's patents, and rights to and under patents, the same as prior to the termination of such agreements. If this agreement is terminated by three years' written notice, as above specified, the then existing licenses of both parties shall continue during the lives of the several patents. For the purposes of this paragraph, the Telephone Co. and the Western Co. shall be regarded as one party and the Westinghouse Co. as the other party.

In witness whereof the parties hereto have caused this instrument to be executed in three originals, and their corporate seals to be thereunto affixed, the day and year first above written, by their proper officers thereunto duly authorized.

Mr. DILL. Mr. President, there has also been much discussion of the terms of the patent license agreements granted by this Radio Trust to 25 so-called independent competitors to manufacture tuned radio-frequency receiving sets under a royalty of 71⁄2 per cent on their turnover, with a minimum of $100,000 a year from each of these companies. Therefore I also ask to have printed in the RECORD the text of the patent license agreement by which the Radio Corporation is illegally attempting to control the sale of tubes, an agreement which has been declared illegal by the district court of the State of New Jersey.