« ПретходнаНастави »
Licbnse Agreement — Oenkral Electric Co. And Webtinohocsb
Elkcthic & Manufactdhino Co.
Agreement made this 30th day of June, 1921, between the General
^r'herens the General Co. Is the owner of or baa the right to grant *"d extend the licenses hereinafter agreed to be granted and extended "Oder certain letters patent of the United States and various applications therefor, all of which relate to radio devices as herein defined, 01 to the manufacture thereof; and
Whereas the Westinghouse Co. Is the owner of or has the right to Kwnt 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, 01 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
.\iinTii--.i. a Delaware corporation (herein called the Radio Corporation),
certain rights to use and sell under all its patents, which agreement Ib
not /ntended to be nffected by this present agreement; and
Wlif-rcns by a certain agreement, evidenced by Exhibit D hereto attnctied. the Westinghouse Co. has granted to the International Radio T°^legr*»Ph Co., a Delaware corporation (herein called the International CV>_ ) r certain of the rights to use and sell under all of Its patents, and by certain agreements the Radio Corporation has secured from the Ix» tern** *loni»l Co. the rights so granted to the International Co., which are not Intended to be affected by this present agreement;
>ns the parties hereto have In the past by other agreements to each other licenses and contracted in regard to patents, and : Intended that such other agreements shall be affected by this or that any further patent agreements made between the shall be affected by this agreement, unless such later agreement pressly so state; and
ras the General Co. entered Into certain agreements, dated 1920, with the American Telephone & Telegraph Co., a New rporatlon (herein called the Telephone Co.), the Western Elec(Inc.), a New York corporation (herein called the Western id the Radio Corporation whereby the General Co. secured from cphone and Western Cos. certain licenses which may be exand whereby also It grunted certain licenses to the Telephone Cos., copies of which agreements are attached hereto as trs B and C; and
•*-«as by an agreement of even date herewith, as evidenced by *"*» H and I hereto attached, the Telephone and Western Cos. * Ssented to the extension of licenses under Its patents to the Co., and the Westinghouse Co. has granted certain licenses "Telephone and Western Cos.; and
£"^08 each of the parties hereto is desirous of acquiring from the • «enses under the said letters patent, and the patents to Issue applications, and under other patents on radio devices to be by the other as hereinafter specified. — therefore, the parties hereto have agreed as follows:
Article I. Definitions
purposes Is defined as the transmission or reception of comions, telegraphic, telephonic, or other, by what are known as
waves, but not by wire, ^dlo devices are defined as comprising: i~>evices useful only in radio purposes.
^Devices especially adapted to radio purposes but capable of other i. for example, as the Alexanderson alternator with accessories 1>llotron. except where the same are sold licensed only for uses n radio uses, In which case the same are not to be regarded **d devices hereunder.
expression "devices " shall Include apparatus, devices, systems, Ions, and methods.
— ray purposes are defined as the generation, control, and applicaX rays.
— Tay devices are defined as comprising all apparatus, devices, *, connections, and methods In so far as they are used for X-ray
^" devices comprise:
XfcTlces especially adapted for X-ray purposes, but capable of *-* »es except when the same are licensed only for purposes other U 3^^ -t -ray purposes, In which case the same are not to be regarded
<L ^"*-j devices hereunder.
xxir» rt AiVire telephony" Is the art of communicating or reproducing raves (created, directly or indirectly, by the voice or by musical ents) by means of electricity, magnetism, or electromagnetic fhidl^lT- variations, or impulses conveyed or guided by wires, and Inor t*! «11 generating, measuring, switching, signaling, and other means
* *»ods 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 meung 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 government.
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 tlie 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" 1* the operation of signals, switches, brakes, stops, etc., controlling the inovements of trains or other automotive vehicles, controlled by or ic 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 Westlnghousc 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.
Article 11. Exception*
1. The following are excluded from the operations of tbls 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 gald exhibits):
(b) Radio devices.
(c) X-ray devices.
(d) Submarine signaling, (c) Wire telephony.
(f) Wire telegraphy.
(g) Train dispatching.
(h) Transoceanic communication.
(1) 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 tbe 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 lense) 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 Westlnghouse 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 us 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 Westlnghouse 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 B), 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 GO 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. 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 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).
3. If either party shall have other Hiensees 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 hcreimder agreed to he 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, hut 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.
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 designate one arbitrator, and these two shall appoint a third arbitrator.
In the event that one party appoints an arbitrator and the other party fails within 30 days, after receipt of written notice, to appoint a second, the decision of the first arbitrator shall be binding upon the parties hereto.
Article V.—Term and termination
This present agreement shall continue until January 1, 1945, at which date it shall expire. The licenses to be granted hereundcr shall continue until January 1, 1945, and thereafter to the date of expiration of the last patent owned by either party to which each such license, respectively, applies.
In witness whereof the parties hereto 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 on the day and year first above written.
General Electric Co.,
[seal.] (Signed) J. W. Elwood, Assistant Secretary.
Westinoiiocse Electric & Manufacturing Co.,
(Signed) By Guy E. Tmrp, Chairman.
(Signed) James C. Bennktt, Secretary.
License Agreement—Radio Corporation or America, General ElecTric Co., And Wbstinghouse 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.), nnd 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 ElcctricKadio agreement and of the said Westiughouse-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 la 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 Iladlo Corporation desires to use combine patented inventions of both the General and Wcstlnghonsc 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 be secured.
Now, therefore, to settle the conflict created by such acquisition and to further define the rights of the parties with respect to the manufacture of radio devices and to enable the Westlughouse 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:
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 Ra-llo Telegraph Co.
Except as provided hereinafter, the General Co. shall acquire no rights under the patents of the International Co. or the Westinghouge 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 Ihe General Co. by reason of the provisions of agreement D.
It Is agreed that the grants made by the Wcstinghouse Co. to International Co. and Badio 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.
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 acqnire 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 patent*.
The Westinghouse Co., In Us 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 purcha«c 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 Corporation and Its future licensees and customers and its -. licensees. To this end the Radio Corporation agrees that of which it shall place with the two manufacturing companies g the portion of the calendar year 1921 following the date of tion of this agreement and in each calendar year thereafter for fe of said agreements A and D, It will in placing orders with the .facturing companies for such patented apparatus as it Is licensed rchase only from the manufacturing companies order 60 per cent "c price to the Radio Corporation In each said period of the Co., and 40 per cent In such selling price in each said period Westlnghouse Co. Where an order is canceled by agreement parties concerned, the amount of the cancellation is to be allowed proper adjustment of the orders In the period in which the becomes effective. Any unavoidable excess of orders placed «ne company In any such period is to be adjusted by giving to the oompany more orders in the next period, except in so far as «"-x:<?pss Is due to the failure of the other manufacturing company devices of good quality and with reasonable business
y obligation to place orders with either manufacturing cornsubject to the obligation of sucb company to produce the devices of good quality, workmanship, and material with reasonable promptness.
one of the considerations to the manufacturing companies in into tills agreement and Into agreements A and D has been the information and experience which their engineering and **«:turing departments will acquire by designing and producing hereunder, it is agreed that tbe obligation of the Radio Corporaplace its orders In the ratio of 60 per cent and 40 per cent to each of the devices (which devices it Is licensed to only from the manufacturing companies covered by patents t» nder which are granted or agreed to be granted under agreements ) of the classes A, B, C, etc., of Schedule X attached hereto and n and domestic business In each of said classes separately, but Bufactnring companies may by arrangement between themselves the division of the business or its allocation In classes, either or permanently, by notice signed by the two manufacturing and served on the Radio Corporation.
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 licensee 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 IT
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.
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 fur 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.
It is agreed that each of tbe 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 snld agreements A and D.
On the termination of the said agreements A and D tbe 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 uncxpired 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 tbe manufacture or sale of radio devices, and tbe 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.
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 rase 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 BO per cent by the General Co. and 40 per cent by the Westirighouse 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 cither 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 Wostinghouse 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 excopted 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 rndlo 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 H 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.
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 rl«Irts 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 Shlelton (Ltd.), or the South American Rndlo Corporation, or the United Fruit Co., or anj other stranger to these agreements.
Section 9 of Article IV of agreements A and D are canceled, and sections 10 and 11 of each of sucb 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 Westlnghousc? 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.
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 tho 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 falls, 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 XT
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 Rndlo 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.
Radio Corporation Of Ambrica, (Signed) By Edward J. Nally, President.
[seal.] (Signed) Lewis Macconnach, Assistant Secretary.
General Electric Co.,
[sbal.] (Signed) J. W. Elwood, Assistant Secretary.
Westinghousb Elkctbic & Manufacturing Co.,
(Signed) By Gut E. Tripp, Chairman.
[seal.] (Signed) Jambs C. Bennett, Secretary.
For good and valuable consideration the receipt of which is hereby acknowledged, the International Radio Telegraph Co. consents to, ratifies, and confirms the above agreement and the transfer to the Radio Corporation of America of all of its rights under said agreement D.
Tit* International Radio Telegraph Co., (Signed) By Calvkbt Townley, Vice President.
[sbal.j (Signed) Warren II. Jones. Ansuitant Secretary.
A. Spark sets complete with accessories. .
B. Arc sets complete with accessories.
C. Alternator gets complete with accessories, but not including stand
ard power transformers or generating apparatus of standard types.
D. Tube sera complete with accessories—5 kilowatt output and above.
E. Tube sets complete with accessories—below 6 kilowatt output.
G. Tubes only 1 kilowatt rated output or leas.
H. Transmitting apparatus not otherwise specified.
JVI. Direction finders, wave meters, and similar auxiliary apparatus.
Agreement—Westinghousb Electric & Manufacturing Co.,
^rfeaaent made this 30th day of June, 1921, between the American 'X~*iVphone & Telegraph Co., a corporation of New York (hereinafter the Telephone Co.), the Western Electric Co. (Inc.), a cortion of New York (hereinafter called the Western Co.), and the Electric A Manufacturing Co., a corporation of Penn(herelnafter called the Westlnghouse Co.) x \ • j r i .- .'th that—
an agreement dated July 1, 1920, has been entered into the General Electric Co., a New York corporation (hereintrailed the General Co.), and the Telephone Co., under which » were exchanged between the two companies under their re7-e patents for operation In the respective fields of business of •«>mpanleg; a copy of which agreement Is attached hereto and c3 "Exhibit B"; and
- reas by virtue of an extension agreement dated July 1, 1920, a •f. which is hereto attached marked "Exhibit C," the General Co. so received, under the patents and inventions of the Western Kghts corresponding to those it received under the agreement *iit B "; and
?• reas, pursuant to the provisions of article 6, section 3, subdi(b), of said agreement, "Exhibit B," the General Co. desires to to the Weotiughouge Co., at Its request, certain of the rights the patents and Inventions of the Telephone and Western Cos. ^~d by the General Co. under the said agreements, and, at the « of the General Co., the Telephone Co., and the Western Co. asnented thereto, as shown by the assent attached hereto and c3 " Exhibit H "; and
?• reas the Telephone Co., the Western Co., and the Westlnghouse •<« desirous of extending to each other certain additional rights, «es. information, and assistance pertaining to the existing busiijjT the respective companies;
r, therefore, In consideration of the premises and the mutual i. nts herein contained. It is agreed as follows: ~"he Westlnghouie Co. hereby grants and agrees to grant to the » -one Co., and to the Western Co., under the present and future w of the Westinghouse Co. and rights to and under patents, in as It ha» or may have the right to do so, rights of the same -ter and scope, and for the same fields of operation, and subject f same limitations and conditions, as the rights granted by the ».! Co. to the Telephone Co. In and by the said agreement of L, 1920: Provided, however, That all rights, grauted and agreed granted under this paragraph, are subject to rights which the :»ghouse Co. hereby reserves for itself, for the General Co., and « Radio Co., and their several successors In business, and which 'the same character and scope, and for the same fields, and T to the same limitations and conditions, as the rights reserved General Co. in and by said agreement of July 1, 1920: Prodded ", That no rights are granted by the Westlnghouse Co. to the Mic Co. or the Western Co. pertaining to the fields covered in ^*~mt and the last items of section 9, article 5, of the agreement, Hilt B." The admission of validity implied In the acceptance of ij^a hereunder Is limited to the fields for which such licenses
e^. ~ J-B-"*c Telephone Co. agrees, In addition to giving its assent to the - — 3^»Jon of rights, under Its patents, to the Westinghouse Co., as Co *\°***iiu. and to the granting of the other rights and privileges herein .Ali *-~l~x~P<J, to pay to the Westinghouse Co. one-third of the sums paid !tlr_. K*IXJrable by the Westinghouse Co. to the Inventors under a certain *~**^tj.t known as the "Armstrong and Pupin agreement," dated *" 5, 1920, under which the Westlnghouse Co. acquired certain 8 and applications of said Inventors. One-third of the payments the Westlnghouse Co. to date under said agreement shall by the Telephone Co. hereunder upon the execution of this and one-third of future payments as they are due and paid ^Vestinghouse Co. under the terms of said agreement: Prodded, That in case the Westinghonse Co. does not prior to July -J2, acquire the rights relating to "wired, wireless, or so-called
multiplex telephony and telegraphy" covered by the "Russell a ments" referred to in paragraph 13 of said "Armstrong and P agreement," and the Westlnghouse Co. is not then In position to g to the Telephone Co. rights thereunder corresponding to those gra In paragraph 1 hereof, then the Westinghouse Co. will, upon dec of the Telephone Co., pay to the Telephone Co. a sum equal t< sums received by the Westlnghouse Co. under said "Armstrong Pupin agreements" for the rights disposed of under the Russell a: ments.
3. The Westlnghouse Co. agrees that It will not terminate Its rl to and under the Armstrong and Pupiu patents, under the provit of paragraph 11 of the aforesaid "Armstrong and Puplu agreemi without first making such arrangements between the parties thet terested In said patents that the Telephone Co. shall continue to e the rights herein granted under said patents without the paymcn any consideration other than that herein provided.
4. The provisions of articles 6, 7, sections 1 and 3 of article. 9 tides 10, 11, 12, 13, 15, and 1G of Exhibit B contract, relating to licenses granted, the settlement of interferences, cooperation, and change of information, purchases between the parties, litigation, rele; arbitration, further assurances, and rights of successors, shall appl and govern the relations between the parties hereto, the same 6 copied in full herein, with the following exceptions:
(a) As to article 0, any extension of rights by the Westingh Co. under section 3, subdivision (b), can be made only upon consent of the General Electric Co., through whom the Westiugh Co. derives its rights.
The first sentence of section 6, »f article 6, is excepted from agreement, and notwithstanding the remaining provisions of said tlon 6, It is understood and agreed that the Westiughouse Co. be grants to the Telephone Co. nonexclusive licenses and the righ grant nonexclusive licenses to the foreign associated and allied panlea of the Telephone Co. and Western Co., under all foreign pat which the Westinghouse Co. acquires under the "Armstrong and P agreement" of October 5, 1920, so far as the Westinghouse Co. or may have the right to make such grants.
(b) As to article 9, the parties hereto shall be under the oh tlon to furnish Information and permit access to their respective lal torles only with respect to devices, apparatus, systems, and met as to which the development work Is substantially completed.
6. Unleos previously terminated by mutual consent, this agreei •hall continue in force until July 1, 1930, and automatically therei until canceled on three years' written notice given after July 1, 1 by either party to the other: Provided, however, That It shall no thus canceled by the Westinghonse Co. during the continuance of ai ments Exhibits B and C and Its enjoyment thereunder of rights u the patents of the Telephone Co. «nd Western Co. In the event agreements. Exhibits B and C, or either of them, are terminated i to the <eritiijiuiit.ii of this agreement, as above specified, the pa hereto shall continue, during the continuance of this agreement enjoy rights under each other's patents, and rights to and u patents, the same as prior to the termination of such agreemi If this agreement Is terminated by three years' written notice above specified, the then existing licenses of both parties shall cont during the lives of the several patents. For the purposes of paragraph, the Telephone Co. and the Western Co. shall be rega as one party and the Westinghouse Co. as the other party.
In witness whereof the parties hereto have caused this instrni to be executed in three originals, and their corporate seals to be tl unto affixed, the day and year first above written, by their pr officers thereunto duly authorized.
American Telephone & Telegraph O (Signet) By W. 8. Gifjtobo, Vice President.
[seal.] (Signed) A. A. Mahsters, Seeretai
Western Electric Co. (Ixc.) (Signed) By H. A. Ualligan, Vtre
(Signed) Geo. C. Pbatt, Beeretai
Westinohoube Electric & Manufacturing C By Guy E. Ttupp, Chairman.
[seal.] (Signed) James C. Bennett, 8ecrela>
Mr. DILL. Mr. President, there has also been much dis sion of the terms of the patent license agreements granted this Radio Trust to '25 so-called independent competitors manufacture tuned radio-frequency receiving sets under a alty of 7% per cent on their turnover, with a niinimnir. $100,000 a year from each of these companies. Therefore 1 ask to have printed in the Record the text of the patent Him agreement by which the Radio Corporation is illegally attei ing to control the sale of tubes, an agreement which has I declared illegal by the district court of the State of 1 Jersey.