[Trade Journal]
Publication: Verbatim Record of the Proceedings of the Temporary National Economic Committee
Washington , DC, United States
vol. 1, no. 13, p. 353-402, col. 1-3
VERBATIM RECORD
of the
Proceedings of the
TEMPORARY NATIONAL
ECONOMIC COMMITTEE
VOLUME 1
December 1, 1938 to January 20, 1939
CONTAINING
Economic Prologue
Automobile Patent Hearings
Glass Container Patent Hearings
Presentation on Patents by Department of Commerce
Published 1939 by
THE BUREAU OF NATIONAL AFFAIRS, INC.
WASHINGTON, D. C.
·
·
Appendix and
_______________
Cumulative Index
___________________
Dec. 12 Through Dec. 20.
__________________________
VERBATIM RECORD
of the Proceedings of the
Temporary National Economic Committee
Vol. 1, No. 13 WASHINGTON, D. C. Dec. 20, 1938
+ APPENDIX +
TUESDAY, DECEMBER 20 , 1938.
THE OFFICE OF THE TEMPORARY NATIONAL ECONOMIC COMMITTEE
MADE PUBLIC DECEMBER 20, 1938, TEXTS OF EXHIBITS
RECEIVED IN EVIDENCE IN THE HEARINGS IN THE WEEK BEGINNING
DECEMBER 12 , NOT HERETOFORE PUBLISHED. A SUMMARY
OF EXHIBITS INTRODUCED AT THE HEARINGS FOLLOWS:
A series of contracts between Owens-Illinois and Hartford-Empire, 1924 to 1935, referred to in the Verbatim Record, page 269, Dec. 14, and marked as Exhibits Nos. 135 to 141. These exhibits consisted of photostatic reproductions of the contracts, from two to sixteen pages each. Exhibit No. 139 was printed on Page 350 of the Dec. 19th issue. The others are printed in this issue as follows — Exhibit No. 135, Page 393; Exhibit No. 136, Page 402; Exhibit No. 137, Page 402; Exhibit No. 138, Page 354; Exhibit No. 140, Page 357; Exhibit No. 141, Page 358.
Letter dated Dec. 13, 1938 , signed G. S. Quay, Vice President of the Hartford-Empire Company, recapitulating the amounts paid to and received from the Hartford-Empire Company by the Hazel-Atlas Glass Company on royalties. Referred to in Verbatim Record, Page 272, marked Exhibit No. 142, and printed on Page 276 of the issue of Dec. 14th.
The "General Feeder License Agreement" between the Hartford-Empire Company and Ball Brothers, dated March 25, 1933, outlining an arrangement for patents on "Feeder" glass machines. A typewritten document of 44 pages. Referred to in Verbatim Record, Dec. 15, Page 278, as Exhibit No. 143, and printed on Page 374 of this issue.
Letter dated Sept. 1, 1932, from J. H. McNash, president, Hazel-Atlas Glass Company, Wheeling, W. Va., to William E. Levis, president, Owens-Illinois Glass Company, Toledo, discussing glass jar licenses to Ball Brothers. Referred to in Verbatim Record, Page 281, Dec. 15, as Exhibit No. 144. Printed on Page 281, of the Dec. 15 issue.
Hartford-Empire Company memorandum, dated Feb. 9, 1933, taken from the files of that company, on license negotiations with Ball Brothers. Exhibit No. 145. Referred to in Verbatim Record, Page 282. Printed on Page 282 of the Dec. 15 issue.
Photostatic reproduction of five pages of a memorandum dated Dec. 13, 1930, to President W. E. Levis, from Mr. Henry W. Carter, Vice President, Owens-Illinois Company, anent the general licensing agreement of that company with Hartford-Empire. Referred to in Verbatim Record, Page 283, Dec. 15, as Exhibit No. 146, and printed on Page 381 of this issue.
Letter from Hartford-Empire Company to the Hocking Glass Company, relevant to complaint from Ball Bros. of packers' jars entering domestic fruit jar field. Referred to in Verbatim Record, Page 285 as Exhibit No. 147. Printed on Page 285 of the Dec. 15th issue.
Correspondence between Ball Brothers and Hartford-Empire Company relative to competition from packers' ware. Referred to in Verbatim Record, Page 285, as Exhibit No. 148. Printed on Page 295 of the Dec. 15th issue.
Letter dated May 3, 1933, from Mr. Ball to Mr. Smith of Hartford-Empire Company relative to jars at cut rates. Received in evidence and marked Exhibit No. 149. Printed on Page 296 of the Dec.15th issue.
Photostatic copy, consisting of 30 pages, of agreement between Hartford-Empire Company and Lynch Corporation, dated August 23 , 1933. Referred to in Verbatim Record Page 297, Dec. 15, as Exhibit No. 150 and is printed in this issue on Page 382.
Letter from A. T. Safford, secretary and counsel, Hartford-Empire Company, to President Werbe of the Lynch Corporation, dated September 20, 1933, discussing terms for licenses of "forming" glass machines. Exhibit No. 151. Printed on Page 386 of this issue.
Photostatic reproduction of nine-page document entitled "Amended Agreement between Hartford-Empire Company and Lynch Corporation," dated Nov. 12, 1938. Referred to in Verbatim Record Page 298, Dec. 16 as Exhibit No. 152 and printed in this issue on Page 387.
Analysis of financial statements, Hartford-Empire Company. A mimeographed document of seven pages containing re-capitulation of income and profits of the company for more than twenty years. Referred to in Verbatim Record, Page 299, Dec. 16, as Exhibit No. 153. Printed in this issue on Page 388.
Photostatic copy of letter addressed to George Day, Detroit, Mich., written by an officer of the Hartford-Empire Company, dated Feb. 1, 1936, discussing proposed glass factory in Detroit. Exhibit No. 154 printed in the transcript text, Verbatim Record, Page 304, Dec. 16th issue.
Four letters exchanged between Lawrence C. Kingsland, patent attorney, Obear-Nester Glass Company of St. Louis, with the Lynch Corporation discussing licenses on glass machines. Referred to in Verbatim Record, Page 308, Dec. 16, and marked Exhibits Nos. 155 to 158. These letters were not set out in the extension of the record but were ordered filed by the committee.
Letter dated Nov. 20, 1937, to Amory Houghton, President Corning Glass Works, signed "Goodwin," discussing possible competition in heat resisting glass ware. Referred to in Verbatim Record as Exhibit No. 159 and printed on Page 314 of the Dec. 16th issue.
Copy of contract between the Owens-Illinois Glass Company and the Corning Glass Works for the formation of the Owens-Corning Fiberglass Corporation, October 28, 1938. A printed book of 40 pages certified as a true copy of the original. Referred to in Verbatim Record, Page 316, as Exhibit No. 160. Printed on Page 391 of this issue.
Copy of the contract between the Owens-Illinois Company and the Italian Modigliani Company, which set up provisions for control of re-import of materials made under Fiberglass patents. Document consists of nineteen typewritten pages. Referred to in Verbatim Record, page 318, as Exhibit No. 161. Printed on page 392 of this issue.
Photostatic reproduction of two-page letter to the Lynch Corporation from the Hartford-Empire Company, dated March 31, 1936, discussing opposing claims as to "forming machine" patents. Referred to in Verbatim Record, page 320, Dec. 16, as Exhibit No. 162. Printed on page 393 of this issue.
(Exhibit No. 138)
General License Agreement
between Hartford-Empire
Company and Owens-Illinois Glass
Company.
Agreement made and entered into as of the 1st day of July, 1932, between Hartford-Empire Company, a corporation of Delaware, having its principal place of business at Hartford, Connecticut (hereinafter called 'Hartford') and Owens-Illinois Glas [sic] Glass Company, a corporation of Ohio, having its principal place of business at Toledo, Ohio, (hereinafter called "Owens-Illinois").
Whereas Hartford is engaged in the manufacture of glassworking machinery and in the licensing of machinery and methods for the manufacture of glassware and Owens-Illinois is engaged in the manufacture of glassware and each respectively own many inventions, applications for letters patent and patents of the United States, relating to the manufacture of glassware, and
Whereas, Hartford and Owens-Illinois are desirous of avoiding patent litigation between themselves and desire further that Owens-Illinois be enabled to continue the use of its present machinery in the manufacture of glassware and to use other machinery developed by Hartford, and Hartford desires to obtain the right to extend to its other licensees, rights under the inventions and patents of Owens-Illinois;
Now, therefore, in consideration of the premises and of the mutual promises and covenants herein contained, it is agreed as follows:
Section 1. Definitions of Licensed Inventions: "Licensed Inventions" shall be defined as and held to include the following inventions and/or interests therein now owned or controlled, or hereafter and prior to January 3, 1945, owned, acquired or controlled by either party hereto, in so far as the same are included in the Inventions described below in this Section 1.
Inventions of apparatus for or methods of feeding mold charges of molten glass (hereinafter called "Feeders") from furnaces to forming machines, excluding, however, from this definition apparatus for, and methods of, drawing glass by suction into molds. Drawing glass by suction into a gathering cup (not a mold) and discharging the gather into a mold, shall be included in "Licensed Inventions."
Inventions of apparatus for or methods of forming glass by forming machines (hereinfater [sic] hereinafter called "Formers") if and so far as such inventions are used or usable with, but only for use with, apparatus for and/or methods of glass feeding, other than said drawing glass by suction into molds, and other than hand-manipulated punties, hand-manipulated blowpipes or other hand process.
Inventions relating to furnaces as such and other apparatus, and not being functional parts of the feeding or forming process, shall not be included in Licensed Inventions.
Section 2. Hartford's Release and License to Owens-Illinois. Hartford releases Owens-Illinois, its present subsidiaries and each of them, from any and all claims and demands by Hartford in law or equity for profits and/or damages arising from any past infringement of any and all patents, owned or controlled by Hartford, on any Licensed Inventions.
Hartford grants to Owens-Illinois a non-exclusive, non-assignable (except to its successors in business) and non-divisible (except to its subsidiaries in accordance with the provisions of Section 13 of this Agreement) license to make or have made for it, and to use, machines and/or methods embodying Licensed Inventions for the manufacture of glassware (and parts thereof or therefor) subject, however, to all the exclusions of Hartford enumerated in Schedule A attached hereto. Such license to Owens-Illinois shall be under all Licensed Inventions and under all United States patents now issued or hereafter issued thereon in so far as such patents cover any Licensed Inventions, such license to run to January 3, 1945, unless sooner terminated as hereinafter provided, and shall be evidenced by the issuance to Owens-Illinois by Hartford of an individual license, in substantially Hartford's standard form as illustrated in Schedule B attached hereto, covering each mechanism used and owned by Owens-Illinois embodying any Licensed Invention.
Owens-Illinois shall not sell or otherwise dispose of any feeder mechanism so licensed by Hartford, except to a subsidiary of Owens-Illinois and subject to the license thereon.
Section 3. Royalties Payable by Owens-Illinois. Owens-Illinois agrees to pay to Hartford royalties on all merchantable glassware manufactured by Owens-Illinois, during the life of this Agreement, by the use of any Licensed Invention, at Hartford's Lowest Rates as defined below in this Section 3.
A. Feeders. Schedule C attached hereto is a schedule of Hartford's Lowest Rates applying to Feeders now operated by Owens-Illinois, except Howard Feeders. Hartford shall promptly notify Owens-Illinois of any change therein.
In the event that Owens-Illinois shall use, in lieu of Licensed Inventions relating to Feeders, any apparatus or method (other than apparatus for or methods of drawing glass by suction in molds) not embodying any such Licensed Invention, Owens-Illinois shall pay royalties upon glassware so produced; be if, in any calendar year, such production of glassware by Owens-Illinois shall exceed one-fifth (1/5) of the total glassware produced during that year by Owens-Illinois (other than with apparatus for or methods of drawing glass by suction into molds), then the payment by Hartford to Owens-Illinois for that year under this Agreement shall be reduced by an amount equal to two-thirds (2/3) of the royalties which would have been payable (at the rates provided by Schedule C or any modification thereof) on such excess production if such excess production had been manufactured by the use of Licensed Inventions relating to Feeders.
B. Formers. For the purpose of this Agreement, Formers are of different types when they have features or methods of operation differentiating them from other Formers. Such differences are illustrated by the differences among the Formers known in the glass industry as Lynch 1, Lynch LA, Miller MA, O'Neill No Boy, Owens AW, Owens AY, Hartford IS, Hartford Narrow Neck, Hartford 12, Miller Press and Hartford Milk Bottle Machines
(a) As to the individual Formers of any particular type, except as provided in paragraphs (c) (d) and (e) hereof, acquired by Owens-Illinois prior to July 1, 1932, no royalties shall be payable by Owens-Illinois until such time as Hartford is receiving from one or more of its Feeder licensees, other than Hazel-Atlas Glass Company royalties upon one or more Formers of the same type acquired by such licensee or licensees prior to July 1, 1932, in which event Owens-Illinois shall, from such time, pay royalties for its use thereafter of a number of Formers equal to the number (but not to exceed the number so used by it), of the same type, so acquired, as to which Hartford is thus, from time to time, receiving royalties.
(b) As to the individual Formers of any particular type except as provided in paragraphs (c) , (d) and (e), hereof, acquired by Owens-Illinois subsequent to July 1, 1932, no royalties shall be payable by Owens-Illinois until such time as Hartford is receiving from one or more of its Feeder licensees, other than Hazel-Atlas Glass Company, royalties upon one or more Formers, of the same type, acquired by such licensee or licensees subsequent to July 1, 1932, in which event Owens-Illinois shall, from such time, pay royalties for its use thereafter of a number of Formers equal to the number (but not to exceed the number so used by it), of the same type, so acquired, as to which Hartford is thus, from time to time, receiving royalties.
(c) As to Formers of any particular type used by both Owens-Illinois and Hazel-Atlas Glass Company, but by no other Feeder licensee of Hartford, no royalties shall be payable by Owens-Illinois until such time as Hartford is receiving royalties upon one or more Formers, of the same type, from Hazel-Atlas Glass Company, in which event, Owens-Illinois shall
from such time, pay royalties for its use hereafter of a number of Formers equal to the number (but not to exceed the number so used by it), of the same type, as to which Hartford is thus, from time to time, receiving royalties.
(d) As to Formers hereafter acquired by Owens-Illinois otherwise than from Hartford and covered by any patent of Hartford relating to Licensed Inventions, out of a type not used by Hazel-Atlas Glass Company or by any other Licensee of Hartford, the question of whether or not royalty shall be payable by Owens-Illinois and the amount of royalty, if any, shall be determined by agreement, or in default thereof, by arbitration. In the event of such arbitration, no royalty shall be payable unless the arbitration decides that Hartford has made a substantial contribution, which is utilized in said Owens-Illinois Formers.
(e) As to Formers acquired hereafter by Owens-Illinois from Hartford, royalties shall be payable from the date of acquisition, and as to Formers heretofore so acquired, royalties shall be payable in accordance with existing contracts.
In case of any disagreement between the parties hereto regarding the foregoing provisions of (a), (b), (c) or (e) as to Formers, or as to whether the use of any particular method or apparatus by Owens-Illinois does or does not constitute a use of Licensed Inventions, the matter shall be settled by arbitration.
C. Hartford's Lowest Rates. This shall mean the lowest rates of royalty for any given ware (whatever form such royalty may take) which shall at the given time be charged by Hartford to any licensee in the United States for the production of the same class of ware by the same type of machine and/or process. If Hartford has no licensee for a given class of ware by a given type of machine and/or process, and if Owens-Illinois and Hartford are unable to agree upon such rates, the same shall be determined by arbitration with due consideration of the lowest rates under similar conditions charged others by Hartford for the manufacture of similar, but not necessarily identical, ware by the same machine and/or process, or the identical ware by other, but not identical, machine and/or process and the relative efficiency thereof.
D. All royalties shall be paid monthly, at Hartford's office, in New York funds, on or before the fifteenth (15th) day of each month, for and upon all merchantable glassware manufactured by Owens-Illinois under this Agreement during the preceding calendar month.
Section 4. Owens-Illinois Right to Lease or Buy Machinery from Hartford. Owens-Illinois shall have the right to take, on lease from Hartford, for the uses within the licenses herein granted to Owens-Illinois and at the Royalties provided in Section 3, such mechanisms embodying any of said Licensed Invention, as shall be built by or for Hartford, paying therefor a license fee as low as is charged any other licensee by Hartford for any such mechanism under similar conditions. The leasing of each such mechanism shall be evidenced by the issuance to Owens-Illinois by Hartford of a lease contract in substantially the same terms and conditions as are at the time of such leasing contained in Hartford's standard lease contract relating to similar mechanisms; provided, however, that the terms and conditions of such lease contract shall not conflict with any of the terms of this Agreement.
If Hartford sells any such mechanisms, Owens-Illinois shall have the right to purchase such mechanisms on the most favorable terms granted under similar conditions to any other.
Section 5. Owens-Illinois Release and License to Hartford. Owens-Illinois hereby releases Hartford, and Hartford's present licensees, from any and all claims and demands, in law or equity, for profits and/or damages arising from any past infringements of any and all patents, owned or controlled by Owens-Illinois, on any Licensed Inventions.
Owens-Illinois grants to Hartford, a non-exclusive, divisible and assignable license to make or have made for it, license, use, lease and/or sell machines and/or methods, under all the Licensed Inventions of Owens-Illinois as to which Owens-Illinois has or shall have the right to grant licenses, and under all United States patents now issued or hereafter issued thereon in so far as such patents may cover Licensed Inventions, such license to Hartford to run to January 3, 1945, and to be subject to the exclusions of Owens-Illinois set forth in Schedule D attached hereto. Owens-Illinois expressly reserves the right to grant to others licenses under all said Licensed Inventions as to which it has or may have the right to grant licenses."
Section 6. Payments by Hartford. In consideration of said release and licenses granted by Owens-Illinois to Hartford, and licenses granted hereby agreeing to furnish Hartford the advantage and benefit, with respect to Licensed Inventions, of the knowledge and experience of Owens-Illinois' engineers and technically trained employees, obtained in the practical commercial use of Licensed Inventions, at the cost to Owens-Illinois of furnishing such advantage and benefit, and provided that such furnishing does not interfere substantially with Owens-Illinois' production, Hartford agrees to pay to Owens-Illinois one-third (1/3) of the Net Income of Hartford earned between the date hereof and the 3rd of January, 1945, and collected, and also one-half (1/2) of all moneys heretofore or hereafter recovered and actually received by Hartford (whether by way of damages, profits or settlements) on account of any infringement of Licensed Inventions occurring prior to the date of this present Agreement, and also one-half (1/2) of any amount by which Hartford's payments to Hazel-Atlas Glass Company (under the third paragraph of Section 3 of the General License Agreement between Hartford and Hazel-Atlas Glass Company, dated July 1, 1932) are reduced.
(a) In order to make the fiscal year under this Agreement correspond to the calendar year, the following method will be followed:
(b) For each quarterly period ending March 31st, June 30th and September 30th in each calendar year the Net Income of Hartford shall be computed by deducting Two Hundred Twelve Thousand Five Hundred Dollars ($212,500) from Hartford's Income from Licensed Inventions for said quarterly period, and then Hartford shall on that basis make payment on account.
(c) At the end of each calendar year, the Net Income of Hartford shall be re-computed for the year (but only for the last half year in the case of the year 1932), making due allowance for any payments on account made by Hartford. Payments shall be made by Hartford on or before May 1st, August 1st, November 1st and February 1st of each year on the Net Income for the preceding quarterly period.
(d) Hartford's Income from Licensed Inventions. This phrase shall be held to include, and be limited to, the total collected income of Hartford derived from (a) royalties, (b) net difference between license fees and cost of manufacturing of licensed machines, (c) profits on manufacturing, lease, or sale of machines, or parts, (d) settlements for damages and profits arising out of infringements of Licensed Inventions which infringements shall have Occurred subsequent to the date hereof, and (e) other revenues from the disposal of rights in Licensed Inventions, all of the aforesaid items being restricted to income arising from Licensed Inventions; provided, however, that there shall first be deducted from said total collected income for any year, all sums which Hartford may by judicial decree be compelled to pay during such year for settlements of damages or profits arising out of infringements by Hartford of the patents of others, or which Hartford may by judicial decree be compelled to pay by reason of any assumption or guarantee by Hartford of such damages or profits recovered from its licensees, all arising from the manufacture, use or sale of mechanisms and/or methods embodying Licensed Inventions, provided that any such deduction because of such assumption or guarantee on any given mechanism shall not exceed the equivalent of two years' royalties thereon.
(e) Net Income of Hartford. The net income of Hartford shall be calculated as follows:
From Hartford's yearly Income from Licensed Inventions there shall be deducted yearly the sum of Eight Hundred and Fifty Thousand Dollars ($850,000), which sum shall be retained by Hartford for its own use. The annual excess or remainder over and above such deduction shall constitute and be held to be the Net Income of Hartford.
(f) License Fees and Royalties. "License fee" shall be held to mean any initial payment, in installments or otherwise, made upon the leasing or licensing of any mechanism embodying any Licensed Invention. "Royalty" shall be held to mean any recurring periodical payment made inconsideration of the right to use such a mechanism or process.
Section 7. Manufacture by Hartford. In the event that Hartford, its successors in business, any subsidiary of Hartford, or any one or more of them shall prior to January 3, 1945, engage in the commercial manufacture of glassware using Licensed Inventions, Hartford shall thereupon, until such date, pay into its Income from Licensed Inventions, royalties at rates not less than those payable by Owens-Illinois for corresponding ware, made under similar conditions.
Section 8. Validity and Scope. During the life of this Agreement and while a party is enjoying the benefits of the Licensed Inventions it acknowledges within the scope of its license the validity and broad scope of all United States patents issued or to be issued on Licensed Inventions.
Section 9. Inventions by Employees. Each party hereto will use reasonable efforts to cause each of its present and future officers and employees engaged in the designing and/or development of ma-chines, processes, methods or inventions ,to sign an appropriate agreement with it to transfer and assign it to the full United States rights in and to any and all inventions, patents and patent rights de-signed, developed or discovered by him in the course of and during his such employment and coming within the definition of Licensed Inventions, to the end that such party hereto may be enabled to, and will license the same as contemplated by this Agreement.
Section 10. Disclosure of Inventions. Each party hereto agrees to disclose to the other all of its Licensed Inventions within a reasonable time after their acquisition.
Section 11. Accounting. Owens-Illinois shall keep proper books and records showing the length of time each day that ma-chines embodying any of the Licensed Inventions are operated by it and the location thereof, respectively, and the number, kinds and sizes of glassware produced to each machine and all other facts each day thereby, all stated separately as necessary or advantageous for carrying out the purpose of this Agreement, all in such form, within reasonable limits, as shall be specified by Hartford. Such books and records shall at all reasonable times be open to the inspection of Hartford or its duly authorized agents. Owens-Illinois and its subsidiaries shall on or before the 10th day of each month, furnish to Hartford, upon blanks provided by Hartford , de-tailed statements giving in itemized form all the data above mentioned, properly certified, as to their respective operations, so far as may be required by Hartford, for the preceding calendar month. Hartford shall likewise keep proper books and records showing its receipts of in-come from Licensed Inventions and such books and records shall at all reasonable times be open to the inspection of Owens-Illinois or its duly authorized agents. Hartford shall, on or before the 25th day of each month, render to Owens-Illinois a statement, properly certified, showing the receipts of income from Licensed Inventions during the preceding calendar month, showing separately the amounts received from the various sources of such income mentioned in Section 6 (d) hereof.
Section 12. Termination of Agreement by Owens-Illinois. Owens-Illinois may, on six months' written notice to Hartford terminate this agreement and the General License Agreement between Hartford and Illinois Glass Company dated May 9, 1924, as amended, and the General Agreement beween [sic] between Hartford and Berney-Bond Glass Company, dated February 15, 1926, and the Settlement Agreement between Hartford and Illinois Pacific Coast Company, dated October 18, 1930, and all the rights and obligations hereunder and thereunder, except (a) the releases provided in Sections 2 and 5 hereof, and (b) the non-exclusive, assignable and divisible license herein granted to Hartford by Owens-Illinois under Licensed Inventions acquired by Owens-Illinois prior to the date of such termination, and (c) the right of Hartford to extension of license to it under the provisions of Section 16 herein, and (d) the obligations to pay amounts due or accrued at the date of such termination, and (e) the obligation of Owens-Illinois and of Owens-Illinois Pacific Company) to return the leased machinery in accordance with the Sections of said agreements, and of the individual leases held in accordance with said agreements and/or this Agreement, entitled "Repossession of Machinery."
Section 13. Extension of Rights and Obligations to Subsidiaries of Owens-Illinois. All the rights and obligations acquired by and assumed by Owens-Illinois in this Agreement are hereby extended to each and every present and future subsidiary of Owens-Illinois, which rights and obligations are to continue only so longas it remains an Owens-Illinois subsidiary. Owens-Illinois shall be responsible for the performance by every such subsidiary, while it remains an Owens-Illinois subsidiary, of all obligations of this Agreement as assumed by Owens-Illinois herein.
Section 14. Arbitration. All matters for which arbitration is specifically provided for by this Agreement, or any dispute arising out of or relating to this Agreement, or as a result thereof, shall be settled by arbitration under the rules of the American Arbitration Association and judgment may be entered on the award in any Court having jurisdiction.
Section 15. United States Rights Only. This agreement covers rights under United States patents and does not extend to any rights in countries foreign to the United States or to income therefrom, or to income from machines sold or leased for foreign countries.
Section 16. Status After January 3, 1945. On January 3, 1945, Hartford, and Owens-Illinois if it has not theretofore exercised its option to terminate under Section 12, shall each have the option, by giving written notice at least six months prior thereto, to continue, for such period of time as specified by the party giving the notice, some or all of the license rights under Licensed Inventions granted to it hereunder. If such option be exercised, the amount of royalty and the conditions of such license shall be determined by agreement, or, in default thereof, by arbitration in accordance with the provisions of Section 14 hereof. All the rights and obligations provided by this Agreement, except those contained in this Section 16, and except the obligations to pay amounts due or accrued at that date, shall wholly cease and terminate on January 3, 1945.
Section 17. Definition of "Subsidiary". For the purpose of this Agreement, a "Subsidiary" of any corporation is any corporation or association of which such principal corporation owns over fifty per cent. (50%) of the voting capital stock or has equivalent ownership. The words "Owens Illinois" and "Hazel-Atlas Glass Company," when used in this Agreement shall include their respective subsidiaries
Section 18. Binding on Successor. This Agreement shall extend to and be binding upon the successors in business of each party to this Agreement. In witness whereof, the parties hereto have hereunto set their hands and seals acting herein by their respective afficers [sic] officers duly authorized therefor.
Hartford-Empire Company,
by F. GOODWIN SMITH,
President.
Attest:
ARTHUR T. SAFFORD, JR.,
Secretary.
Owens-Illinois Glass Company,
By WM. LEVIS,
President.
Attest:
LLOYD T. WILLIAMS,
Asst. Secretary.
Owens-Illinois Pacific Coast Company, a corporation of Delaware and a subsidiary of Owens-Illinois, hereby accepts, concurs in, and agrees to be bound by, all the provisions of the foregoing General License Agreement.
Owens-Illinois Pacific Coast Company,
By WM. LEVIS,
Chairman.
Attest:
LLOYD T. WILLIAMS,
Asst. Secretary.
SCHEDULE A
Annexed to General License Agreement between Hartford-Empire Company and Owens-Illinois Glass Company, Dated July 1, 1932.
EXCLUSIONS OF HARTFORD
The following articles are expressly excluded and shall not be produced under this General License Agreement.
(a) Bulbs and tubing and cane all when for use in the manufacture of incandescent electric lamps or for any other permanently sealed enclosure for electrical purposes.
(b) Signal and optical ware.
(c) Ware intended and adapted for use where its heat resistance, physical strength or chemical resistance or electrical proprieties in such ware is of substantial value, and made from glass having a linear coefficient or thermal expansion of less than .000006 per degree centigrade, or containing more than five per cent. boric oxide, or having a higher electric strength or higher thermal endurance or higher chemical resistance than a glass containing 80% silicia, 10% sodium oxide, 5% boric oxide and 5% calcium oxide.
(d) Ware intended and adapted for holding food in the process of cooking or sterilizing, other than ware intended and adapted for packages for storage and sale of goods or for transportation of goods.
(e) Hot mold or paste mold tumblers; lantern globes; gas globes; chimneys; drawn tube and cane.
(f) Marbles and lithographers' balls.
(g) Flat glass, that is to say, plate glass sheet glass, window glass, rough rolled and ribbed glass and also figured glass, colored and wire glass of the foregoing kinds in this paragraph (g).
(h) Glass vacuum bottles comprising any bottles, jars, jugs, and/or carafes containing or consisting of a glass filler constructed of an inner cylinder enclosed within an outer cylinder with a substantial vacuum between the two cylinders.
(i) All of the following ware when made on glass feeding machines or the Tucker and Reeves type which embody a swinging pressure cup in which gas is burned or embodying a swinging pressure cup in combination with an annular burner surrounding the outlet to wit:
1. Pressed tumblers and pressed jelly lasses, blown tumblers, blown stemware, pressed and blown tumblers and pressed and blown stemware.
2. Packers' ware, block mold type, with jelly rings thereon; all other ware which is pressed only, and not blown or pressed and blown-except vault lights; ointment jars; finger bowls; plates; nappies, salt shakers; individual salts; wax cups; stoppers, caps and covers for bottles and jars (not including fruit jar caps and covers); drawer pulls, furniture balls, (substitutes for casters); lenses for flash lights, bullseyes, headlights, etc.; mangin mirrors (for movie picture production); prism glass; novelties and toys (fuse cases; animals); all ware for the production of which Federal Glass Company has exclusive rights under existing contracts and not heretofore granted by Federal Glass Company to Capstan; paper weights; stem ware (example, wine and cocktail glasses); measuring glasses — packers’ jars adaptable for top seal, top side seal, and side seal caps of types such as American metal top side seal, or friction seal caps, or Anchor Cap and Closure caps, or Phoenix Hermetic “Cinch” or “Hermetic” caps, but of no other type of finish.
3. Glass insulators when made on glass feeding machines or said Tucker and Reeves type.
(j) Articles of glass which are especially adapted by reason of form or composition for electrical purposes when made on machines embodying rights controlled by Empire Machine Company on June 7, 1922 or which by reason of contracts then in force it should acquire.
(k) Milk bottles or cream bottles when made on the Hartford Paddle Needle Feeder and/or the Hartford Milk Bottle Machine.
All of the foregoing exclusions (except hot mold or paste mold tumblers, gas globes, chimneys, and flat glass as described in (g) above) are made because of the fact that Hartford has outstanding contracts granting exclusive rights on such eluded [sic] excluded ware. If, during the life of said General License Agreement, any such exclusive right, excepting those exclusions set out in the parenthesis above, shall cease to be excluded to any one concern, Hartford will remove said exclusion or exclusions from this Agreement and will so notify Owens-Illinois.
SCHEDULE B
Annexed to General License Agreement between Hartford-Empire Company and Owens-Illinois Glass Company, Dated July 1, 1932.
FORM OF INDIVIDUAL MACHINE
LICENSE
OWENS-ILLINOIS GLASS COMPANY
..............................Feeder (Former) License
No.............
This License No ........ made this ........... day of ........ 193.., between the Hartford-Empire Company, a corporation organized under the laws of Delaware and OWENS-ILLINOIS GLASS COMPANY a corporation organized under the laws of Ohio, in consideration of the mutual covenants herein set forth and referred to,
Witnesseth, That it is agreed between the parties hereto that a certain glass feeding (forming) machine described as follows:
(Number and description of machine) shall be held subject to all the provisions of a certain General License Agreement between the parties hereto dated July 1, 1932, which provisions are expressly made a part of this license.
HARTFORD-EMPIRE COMPANY
By..............................................
OWENS-ILLINOIS GLASS COMPANY
By..............................................
See attached letter dated Aug. 12, 1932, amending and interpreting this Schedule C.
SCHEDULE C
Annexed to General License Agreement between Hartford-Empire Company and Owens-Illinois Glass Company, dated July 1, 1932.
SCHEDULE OF LOWEST RATES NOW
APPLYING TO GLASS FEEDERS
OPERATED BY OWENS-ILLINOIS.
The weights below specified are the weights of the finished articles.
For glass brick and tile royalty rates, see H. E. letter of Mar. 14, 1933, herewith.
Owens-Illinois shall pay, while the said General License Agreement is in full force and effect, a minimum royalty of Fifteen Hundred Dollars ($1500.00) each year, upon each Feeder operated at some time during that year (and under whatever agreement or license held and operated) payable on or before the 15th day of January for the year last preceding, provided, however, that Owens-Illinois shall pay no minimum royalties for any calendar year in which Owens-Illinois shall pay to Hartford, in earned royalties on ware produced, a sum not less than the total of the number of Feeders, so operated and upon which royalties are payable hereunder, times Fifteen Hundred Dollars ($1500.00). For the purposes of this paragraph the Feeders operated by Owens-Illinois Pacific Coast Company shall be deemed held and operated by Owens-Illinois so long as Owens-Illinois Pacific Coast Company remains a subsidiary of Owens-Illinois.
No royalty shall be payable by Owens-Illinois upon stoppers, caps, lids and/or liners.
The royalty rates on milk and cream bottles shall be twenty (20) cents per gross for one quart size, and fifteen (15) cents per gross for one pint size, and twelve (12) cents per gross for one-half pint size, and ten (10) cents per gross for one-quarter pint size, and for other sizes a royalty proportioned by weight of product to the royalty for the nearest size.
Whenever Owens-Illinois in any one calendar year shall have produced, with Licensed Inventions, a total of five hundred thousand (500,000) gross of milk bottles, Hartford will, during the term of this Agreement, pay to Owens-Illinois, a refund upon the royalties paid by Owens-Illinois upon additional milk bottles thereafter produced, during such year, by Owens-Illinois. Such refund shall be equivalent to seven cents (7c) per gross upon such subsequent additional production, but shall not be paid upon more than a total additional production of five hundred thousand (500,000) gross. Such refunds shall be paid monthly within ten days after Hartford shall have received from Owens-Illinois the monthly royalty payable upon such additional production; provided that no milk bottles of a size smaller than one-half (12) pint shall be included or counted in such first total of five hundred thousand (500,000) gross or in any production additional thereto.
Exhibit No. 139. Suction invention license agreement between Hartford-Empire Company and Owens Illinois Glass Company, dated July 1, 1932, printed on Page 350 of the Dec. 19th issue.
(Exhibit No. 140)
Supplemental Agreement between
Hartford-Empire Company and
Owens-Illinois Glass Company.
Agreement, made and entered into as of the 1st day of July, 1932, between Hartford-Empire Company, a corporation of Delaware, having its principal place of business at Hartford, Connecticut (hereinafter called “Hartford”) and Owens-Illinois Glass Company, a corporation of Ohio, having its principal place of business at Toledo, Ohio, (hereinafter called “Owens-Illinois”).
In consideration of One Dollar ($1.00) by each of the parties to the other paid, receipt of which is hereby acknowledged. and of the mutual covenants hereinafter set forth, it is agreed between the parties as follows:
1. In the event and at the time that Owens-Illinois, prior to January 3, 1945, shall be deprived of its right under the General License Agreement between Hart-ford and Owens-Illinois dated July 1st, 1932, to receive one-third of the Net Income of Hartford, otherwise than through the default of Owens-Illinois or by reason of the termination by Owens-Illinois of the General License Agreement under the provisions of Section 12 thereof, Owens-Illinois shall then have and continue to enjoy such right to use and practice the Licensed Inventions of Hartford (paying royalties therefor, during the remaining life of the General License Agreement, to Hartford at Hartford's Lowest Rates), as is set forth in the General License agreement. It is estimated by the parties hereto that the value of the license rights granted by Owens-Illinois to Hartford by the General License Agreement, and of Owens-Illinois' engineering information and advice, is equal to the amount of said royalties, less an amount equal to Hartford's minimum royalties at any given time upon the Feeders and Formers from time to time operated by Owens-Illinois and upon which royalties are due to Hartford under the General License Agreement. Therefore, in said event, Hartford shall pay, as royalty and compensation, during the remaining life of the General License Agreement, to Owens-Illinois the amount received by it from Owens-Illinois, less an amount equal to the minimum royalties afore-said, calculated upon the following basis, to wit:
(a) For each Feeder or Former, subject to royalty, operated in any year more than nine months, the full minimum royalties shall be paid for that year.
(b) For each Feeder or Former, subject to royalty, operated in any year more than six months and not more than nine months, three-fourths of such minimum shall be paid for that year.
(c) For each Feeder or Former, subject to royalty, operated in any year less than six months, one-half of such minimum shall be paid for that year.
The minimum royalties for Feeders shall not exceed $1,500 per year. The minimum royalties for Formers shall not exceed $500 per year.
All other applicable terms and conditions of the General License Agreement shall remain in full force and effect.
2. Owens-Illinois may, at its option, terminate this Agreement at any time by giving Hartford six months' notice in writing of its intention so to terminate.
(Exhibit No. 141.)
(Received in evidence , Dec. 14, 1938.
Verbatim Record, Page 269).
Agreements between the Hartford-
Empire Company and the Owens-
Illinois Glass Company.
General License from Hartford-
Empire Company to Owens-
Illinois Glass Company
This Agreement made and entered into as of the first day of October, 1935, between Hartford-Empire Company, a corporation of Delaware, having its principal place of business at Hartford, Connecticut, hereinafter called "Hartford," and Owens-Illinois Glass Company, a corporation of Ohio, having its principal place of business at Toledo, Ohio, hereinafter called "Owens";
Witnesseth: That for and in consideration of One Dollar ($1.00) and other good and valuable considerations in hand paid by each of the parties to the other, receipt whereof is hereby acknowledged ,and of the mutual covenants herein contained, it is agreed by and between the parties, Hartford and Owens, as follows:
Section 1. Definitions.
(A) Licensed Inventions. "Licensed Inventions" shall be defined as and held to include the following inventions and/or interests therein, now owned or controlled, or hereafter owned, acquired or controlled by Hartford, prior to January 3, 1945, is so far as, and while, the same are covered by unexpired United States letters patent or by pending applications filed at any time on inventions so owned or controlled by Hartford prior to January 3, 1945, and in so far as the same are included in the inventions described below in this Section 1.
Inventions of apparatus for or methods of feeding mold charges of molten glass (hereinafter called "Feeders") from furnaces to forming machines, excluding, however, from this definition apparatus for, and methods of, drawing molten glass by suction into molds. Drawing molten glass by suction into a gathering cup (not a mold) and discharging the gather into a mold, shall be included in "Licensed Inventions."
Inventions of apparatus for or methods of forming glass by forming machines hereinafter called "Formers") if and so far as such inventions are used or usable with, but only for use with, apparatus for and/or methods of feeding molten glass, other than said drawing molten glass by suction into molds, and other than hand-manipulated punties, hand-manipulated blowpipes or other hand process; but any apparatus for, or methods of, assembling or treating glass blocks, or glass block sections, after such blocks or sections have been formed in the mold, shall not be considered Formers.
Inventions relating to furnaces as such, and to other apparatus and/or methods which are not functional parts of the feeding or forming process, shall not be included in "Licensed Inventions."
(B) Hartford's Lowest Rates. This shall mean the lowest rates of royalty for any given ware (whatever form such royalty may take) which shall at the given time be charged by Hartford to any licensee in the United States for the production of the same class of ware by the same type of machine and/or process. If Hartford has no licensee for a given class of ware by a given type of machine and/or process, and if Owens and Hartford are unable to agree upon such rates, the same shall be determined by arbitration with due consideration of the lowest rates under similar conditions charged others by Hartford for the manufacture of similar, but not necessarily identical, ware by the same machine and/or process, or the identical ware by another, but not identical, machine and/or process and the relative efficiency thereof. The rates payable by Corning Glass Works, a New York corporation, for the glassware listed in Schedule A, hereto annexed, shall not be considered in determining Hartford's Lowest Rates.
(C) Subsidiaries. A subsidiary of a party hereto is any corporation or associa [sic] association of which such party owns over fifty percent (50%) of the voting capital stock or has equivalent ownership.
Section 2. Hartford's License to Owens.
Hartford grants to Owens a nonexclusive, nonassignable (except to the successors to its entire glass container manufacturing business), and nondivisible (except to its subsidiaries) license to make, or have made for it, and to use, machines and/or methods embodying Licensed Inventions of Hartford for the manufacture of glassware (and parts thereof or therefor), subject, however, to all of the exclusions in Schedule B hereto attached, Said license shall extend to the expiration date of the latest expiring patent on any Licensed Invention of Hartford, unless said license is sooner surrendered and terminated as hereinafter provided.
As to each Feeder owned by Owens embodying any Licensed Invention of Hartford, an individual license, in the form used at the time by Hartford under similar conditions with others, shall be issued by Hartford to evidence such licensing; provided, however, that the terms and conditions of any individual license issued by Hartford to Owens under the provisions of this Section 2 shall not alter or set aside any of the terms of this agreement.
Section 3. Royalties Payable by Owens.
(A) While Owens holds the license granted to it by Section 2 hereof, Owens shall pay to Hartford royalties, at Hartford's Lowest Rates of royalty, on all merchantable glassware manufactured by Owens by the use of any Licensed Invention of Hartford.
Schedule C , attached hereto, contains Hartford's Lowest Rates applying to Feeders and to Hartford Formers now held under license and/or lease by Owens. Hartford shall promptly notify Owens of any change in said rates. As to the Formers now or hereafter owned by Owens and not acquired from Hartford, and covered by any patent of Hartford relating to Licensed Inventions, the question of whether or not royalties shall be payable by Owens and the amount of royalty, and other conditions, if any, shall be determined by agreement or, in default thereof, by arbitration. In making their award, the principal consideration of the arbitrators shall be whether other users of a substantial proportion of the same type of formers under like conditions in the United States are paying royalty to Hartford on account of such use, and the amount they are so paying.
In case of any dispute as to whether the use of any particular method or apparatus by Owens does or does not constitute a use of Licensed Inventions of Hartford, the matter shall be settled by arbitration
(B) Owens shall pay to Hartford minimum royalty of Five Hundred Thousand Dollars ($500.000) for each year during each of the first three years from the date hereof; that is to say, if the sum of the production royalties, plus any minimum royalties, paid by Owens under-the individual licenses and/or lease agreements provided for in Sections 2 and 4 hereof, shall be less than an average of Five Hundred Thousand Dollars ($500,000)for each of said three years, Owens shall pay the deficiency in cash at the end of the third year; provided, however, that any payments made during said three years in commutation of royalties upon surrender of any such individual licenses and/or lease agreements, shall not be considered in determining such minimum annual royalty.
Section 4. Lease and Sale of Machines by Hartford. Owens shall have the right to take, on lease from Hartford, for the uses herein granted to Owens under Section 2 above and at the royalties provided in Section 3 above, such mechanisms embodying any of said Licensed Inventions as shall be built by or for Hartford, for license fees as low as are charged, and upon terms and conditions as favorable to Owens as are granted at the time of such leasing, to any other licensee by Hartford for such mechanisms under similar conditions; provided, however; that the terms and conditions of any lease contract issued by Hartford to Owens under the provisions of this Section 4shall not alter or set aside any of the terms of this Agreement.
The leasing of each such mechanism shall be evidenced by the issuance to Owens by Hartford of a lease contract of substantially the same terms and conditions as are at the time of such leasing contained in Hartford's standard lease contract relating to similar mechanisms.
If, after any such lease or leases (or any licenses under Section 2 hereof) are issued to Owens and , before the expiration of the term thereof, more favorable terms or conditions under similar circumstances shall be granted to others by Hartford. such more favorable terms or conditions shall be included by way of amendment, in such existing leases and/or licenses to Owens.
If Hartford shell sell any mechanism embodying any of said Licensed Inventions, Owens shall have the right to purchase a like mechanism under the most favorable terms granted under similar conditions to any other.
Section 5. Surrender of Hartford's License to Owens. After three years from the date hereof, Owens may, on sixty days' written notice to Hartford, surrender and terminate its license from Hartford granted to it by Section 2 hereof, providing that Owens pays or has paid to Hartford, over and above the total minimum payments provided for in Section 3 (B) hereof for the first three years from the date hereof the further sum of not less than One Million Dollars in production royalties, minimum royalties, and/or commuted royalties under the individual license and/or lease agreements provided for in Sections 2 and 4 hereof.
Upon surrendering and terminating said license, Owens (1) shall surrender and deliver to Hartford all machines and mechanisms held by Owens under lease from Hartford, (2) shall pay any commuted royalties that shall be due on such surrendered machines and mechanisms, (3) shall pay such other commuted royalties as shall be payable on other machines and mechanisms licensed under Section 2 hereof, and (4) shall pay all other sums due under this Agreement to the date of such surrender and termination
Section 6. Extension of Rights and Obligations to Subsidiaries of Owens. The rights acquired by Owens under this Agreement are hereby extended to each and every present and future glassware manufacturing subsidiary of Owens, which rights, however, shall continue only so long as Owens holds such rights and such subsidiary remains a subsidiary of Owens. While any such subsidiary is enjoying such rights, it shall be bound to Hartford for the obligations arising from the exercise of such rights. Owens shall be responsible to Hartford for the performance by each such subsidiary, while it remains an Owens subsidiary, of all such obligations to Hartford of such subsidiary.
Section 7. Arbitration. All matters for which arbitration is specifically provided by this Agreement, or any controversy or claim arising out of or relating to this Agreement, or as a result thereof, shall be settled by arbitration under the rules, then obtaining, of the American Arbitration Association and judgment may be entered on the award in the highest court having jurisdiction.
In witness whereof, the parties hereto have hereunto set their hands and seals, acting herein by their respective officers duly authorized therefor.
Hartford-Empire Company, By F. Goodwin Smith, President.
Attest: Arthur T. Safford, Jr., Secretary.
(Signed October 14, 1935-10:05 a. m.)
Owens-Illinois Glass Company, By Wm. E. Levis, President.
Attest: John H. McNerney, Secretary.
Owens-Illinois Pacific Coast Company hereby accepts the rights extended to it by the foregoing Agreement as a glass manufacturing subsidiary of Owens and binds itself to Hartford for the obligations arising from its exercise of such rights; but upon the condition that it shall not be responsible for the acts or covenants of Owens or any other subsidiary of Owens.
Owens-Illinois Pacific Coast Company, By Harold Boeschenstein, Vice President.
Attest: E. F. Martin, Asst. Secretary.
SCHEDULE A
Annexed to General License from Hartford-Empire Company to Owens-Illinois Glass Company.
(Dated: October 1, 1935)
Glassware Excluded in Determining Hartford's Lowest Rates.
1. Ware Division A shall consist of bulbs to be made into incandescent electric lamps or other permanently sealed enclosures for electrical purposes, and of tubing and cane for use in the manufacture of incandescent electric lamps and of other permanently sealed enclosures for electrical purposes
Ware Division B shall consist of signal and optical glassware. This is ware whose form or composition is chiefly intended and adapted to refract or reflect light or absorb selected forms of energy, or to absorb light of selected wave lengths. Vault lights, bulls-eyes formed as integral parts of lantern globes, and actinic absorption glasses used in containers are excluded from this Division.
Ware Division C shall consist of glassware intended and adapted for use where its physical strength or heat resistance or chemical resistance or electrical properties in such ware is of substantial value, and made from glass having a linear co-efficient of thermal expansion of less than .000006 per degree Centigrade, or containing more than five per cent boric oxide, or having a higher electric strength, or higher thermal endurance, or higher chemical resistance than a glass containing 80% silica, 10% sodium oxide, 5%boric oxide and 5% calcium oxide.
Ware Division D shall consist of glassware intended and adapted for holding food in the process of cooking or sterilizing (excluding "containers" from this Division), and of articles not now made of glass, made from novel glasses developed by Corning Company and demanding for the successful use for such article properties not found in ordinary glasses.
Ware Division F shall consist of ware (a) in part of what is commonly known as laboratory ware, to-wit, ware intended and adapted especially for chemical and physical (including biological) testing or investigation, and ware intended and adapted especially for medical or surgical purposes and having a utility or value beyond the functions of a "container," and further consisting (b) in part of what is known as art glass, to-wit, ware which is colored, translucent or opaque, and which on account of the aethetic [sic] aesthetic value which on account of the aesthetic value the market at a price substantially in excess of that which similarly shaped ware in transparent colorless glass would bring.
Ware Division G shall consist of drawn tube and cane.
Ware Division H shall consist of paste mold ware, that is to say, any ware made by rotating either the gather or the mold in relation to each other during blowing.
2. Also Ware Division E, which shall consist of articles of glass which are especially adapted by reason of form or composition for electrical purposes when articles included therein are made on machines embodying rights controlled by Empire Machine Company on June 7, 1922 or which by reason of contracts then in force it should acquire.
SCHEDULE B
Annexed to General License from Hartford-Empire Company to Owens-Illinois Glass Company.
(Dated: October 1, 1935.)
EXCLUSIONS OF HARTFORD
The following articles are expressly excluded and shall not be produced under this General License Agreement.
(a) Bulbs and tubing and cane all when for use in the manufacture of incandescent electric lamps or for any other, permanently sealed enclosure for electrical purposes.
(b) Signal and optical ware.
(c) Ware intended and adapted for use where its heat resistance, physical strength or chemical resistance or electrical properties in such ware is of substantial value, and made from glass having a linear coefficient of thermal expansion of less than .000006 per degree Centigrade, or containing more than five per cent boric oxide, or having a higher electric strength or higher thermal endurance or higher chemical resistance than a glass containing 80% silica, 10% sodium oxide, 5% boric oxide and 5% calcium oxide.
(d) Ware intended and adapted forholding food in the process of cooking or sterilizing, other than ware intended and adapted for packages for storage and sale of goods or for transportation of goods.
(e) Hot mold or paste mold tumblers; lantern globes; gas globes; chimneys; drawn tubing and cane.
(f) Marbles and lithographers' balls.
(g) Flat glass, that is to say, plate glass, sheet glass, window glass, rough rolled and ribbed glass, and also figured glass, colored and wire glass of the foregoing kinds in this paragraph (g) but not including glass blocks or sections thereof.
(h) Glass vacuum bottles comprising any botles [sic] bottles, jars, jugs and/or carafes containing or consisting of a glass filler constructed of an inner cylinder enclosed within an outer cylinder with a substantial vacuum between the two cylinders.
(i) All of the following ware when made on glass feeding machines of the Tucker and Reeves type which embody a swinging pressure cup in which gas is burned, or embodying a swinging pressure cup in combination with an annular burner surrounding the outlet, to-wit:
1. Pressed tumblers and pressed jelly glasses, blown tumblers, blown stemware, pressed and blown tumblers and pressed and blown stemware.
2. Packers' ware, block mold type, with jelly rings thereon; all other ware which is pressed only, and not blown or pressed and blown-except vault lights; ointment jars; finger bowls; plates; nappies, salt shakers; individual salts; wax cups; stoppers, caps and covers for bottles and jars (not including fruit jar caps and covers); drawer pulls, furniture balls (substitutes for casters); lenses for flash-lights, bullseyes, head-lights, etc.; mangin mirrors (for moving picture production; prism glass; novelties and toys (fuse cases; animals); all ware for the production of which Federal Glass Company has exclusive rights under existing contracts and not heretofore granted by Federal Glass Company to Capstan; paper weights; stem ware (example, wine and cocktail glasses); measuring glasses-packers' jars adaptable for top seal, top side seal, and side seal caps of types such as American metal top side seal, or friction seal caps, Anchor Cap and Closure caps, Phoenix Hermetic "Cinch" or "Hermetic" caps, but of no other type of finish.
(j) Articles of glass which are especially adapted by reason of form or composition for electrical purposes when made machines embodying rights controlled by Empire Machine Company on June 7, 1922, or which by reason of contracts then in force it should acquire.
(k) Milk bottles or cream bottles when made on the Hartford Paddle Needle Feeder and/or the Hartford Milk Bottle Machine.
(l) "Fibers," that is, filaments of glass whether solid or hollow as distinguished from tubing and cane, as these terms are now generally understood in the trade.
All of the foregoing exclusions (except hot mold or paste mold tumblers, gas globes, chimneys, fibres and flat glass as described in (g) above) are made because of the fact that Hartford has outstanding contracts granting exclusive rights on such excluded ware. If, during the life of said General License, any such exclusive right, excepting those exclusions setout in parenthesis above, shall cease to be exclusive to any one concern, Hartford will remove said exclusion or exclusions from said General License and will so notify Owens.
SCHEDULE C
Annexed to General License from Hartford-Empire Company to Owens-Illinois Glass Company.
(Dated: October 1 , 1935)
RATES OF ROYALTY
The weights below specified are the weights of the finished article.
(1) The royalty on all fruit jars for domestic (household) use up to and including one-half gallon capacity shall be twelve cents (12c) per gross.
(2) No royalty shall be payable by Licensee upon stoppers, caps, lids and/or liners.
(3) The royalty rates on milk and cream bottles shall be twenty (20) cents per gross for one quart size, and fifteen (15) cents per gross for one pint size, and twelve (12) cents per gross for one-half pint size, and ten (10) cents per gross for one-quarter pint size, and for other sizes a royalty proportioned by weight of product to the royalty for the nearest standard size.
Whenever Licensee in any one calendar year shall have produced, with Licensed Inventions, a total of five hundred thousand (500,000) gross of milk bottles, Hartford will, during the term of this Agreement, pay to Licensee, a refund upon the royalties paid by Licensee upon additional milk bottles thereafter produced, during such year, by Licensee. Such refund shall be equivalent to seven cents (7c) per gross upon such subsequent additional production, but shall not be paid upon more than a total additional production of five hundred thousand (500,000) gross. Such refunds shall be paid monthly within ten days after Hartford shall have received from Licensee the monthly royalty payable upon such additional production; provided that no milk bottles of a size smaller than one-half (1/2) pint shall be included or counted in such first total of five hundred thousand (500,000) gross or in any production additional thereto.
(4) The rate of royalty for the Hartford Individual Section Machine shall be two cents (2c) per gross; for the Hartford Press & Blow Machine it shall be six cents (6c) per gross for, ware other than fruit jars for domestic (household) use.
May 8 1936
Owens-Illinois Glass Co., Toledo, O.
Attention: John H. McNerney
Gentlemen: We have decided to make an adjustment of our standard Feeder Royalty Rates for Blown and Pressed and Blowng glassware in weights of One and One-half (1 1/2) Ounces or less as shown in the Schedule of your Feeder Royalties attached hereto.
This simply means that in lieu of the rates of royalty shown on Page 14, Schedule C of the General License from Hartford-Empire Company to Owen-Illinois Glass Company dated October 1, 1935, and the equivalent Schedule on Page 24, Schedule D annexed to License and Lease No. HSF — which is the first schedule of the Consolidated Feeder and Former License and Lease, the attached rates of royalty will be substituted. This does not change the royalties on the other types of ware.
This adjustment will become effective May 1, 1936.
Very truly yours,
HARTFORD-EMPIRE COMPANY,
A. T. Safford, Jr., Secretary.
Amendment to General License from Hartford-Emipre [sic] Empire Company to Owens-Illinois Glass Company.
This Agreement made and entered into as of the first day of January, 1936, between Hartford-Empire Company, a corporation of Delaware having its principal place of business at Hartford, Connecticut, hereinafter called "Hartford" and Owens-Illinois Glass Company, a corporation of Ohio having its principal place of business at Toledo, Ohio, hereinafter called "Owens";
Witnesseth that for and in consideration of one dollar and other good and valuable considerations in hand paid by each of the parties to the other, receipt of which is hereby acknowledged, and of the mutual covenants herein contained, it is agreed by and between the parties, Hartford and Owens, that Schedule "C" of the General License from Hartford-Empire Company to Owens-Illinois Glass Company, dated October 1, 1935, shall be amended by striking out Paragraph (3) thereof, the effect of said amendment being to make applicable to milk and cream bottles the royalty schedule set forth on Page 14 of said General License instead of the royalty rates specified in said Paragraph (3). In witness whereof, the parties hereto have hereunto set their hands and seals, acting herein by their respective offices duly authorized therefor.
Hartford-Empire Company: By F. Goodwin Smith, President. Attest: Arthur T. Safford, Jr., Secretary.
Owens-Illinois Glass Company: By C. B. Belknap, Vice President. Attest: John H. McNerney, Secretary.
December 23 1936.
Mr. C. B. Belknap, Executive Vice President, Owens-Illinois Glass Co., Toledo, Ohio.
Dear Mr. Belknap: It is our desire to assist our licensees to obtain to a greater degree the economic advantages of Hartford equipment.
We believe that a reduction in the initial investment required for Hartford equipment will materially aid in accomplishing this purpose.
Therefore, as of January 1, 1937, until further notice, we are pleased to quote you the revised license fees on the following Hartford equipment.
Single feeders, old license fee, $2,500; new license fee, $2,000.
An allowance of $500 will be made for any other make of Feeder now under license which a licensee might elect to trade in for a new Hartford Single Feeder.
Variable and spare parts for Feeders will be charged as extras as in the past.
GENERAL LICENSE FROM OWENS-
ILLINOIS GLASS COMPANY AND
OWENS-ILLINOIS PACIFIC COAST
COMPANY TO HARTFORD-EMPIRE
COMPANY.
This Agreement made and entered into as of the 30th day of September, 1935, between Owens-Illinois Glass Company, a corporation of Ohio, having its principal place of business at Toledo, Ohio, herein-after called "Owens," Owens-Illinois Pacific Coast Company, a corporation of Delaware, having its principal place of business at San Francisco, California, herein-after called "Owens-Pacific," and Hartford-Empire Company, a corporation of Delaware, having its principal place of business at Hartford, Connecticut, herein-after called "Hartford";
WITNESSETH;
That for and in consideration of One Dollar ($1.00) and other good and valuable considerations in hand paid by each of the parties to the other, receipt whereof is hereby acknowledged, and of the mutual covenants herein contained, it is agreed by and between the parties, as follows:
Section 1. Cancellations. All existing contracts, licenses and agreements between Owens and Hartford, and Owens-Pacific and Hartford, are hereby cancelled, but this cancellation does not bring into effect any contracts, licenses, or agreements heretofore existing between them. Owens and Hartford and Owens-Pacific and Hartford hereby acknowledge full satisfaction and settlement under all prior contracts, licenses, and agreements between them.
Section 2. Definitions. (A) "Licensed Inventions" shall be defined as and held to include the following inventions and/or interests therein, now owned or controlled, or hereafter owned, acquired, or controlled by Owens and/or by Owens-Pacific, prior to January 3, 1945, in so far as, and while, the same are covered by unexpired United States letters patent or by pending applications filed at any time on inventions so owned or controlled by Owens and/or by Owens-Pacific prior to January 3, 1945,and in so far as the same are included in the inventions described below in this Section 2:
Inventions of apparatus for or methods of feeding mold charges of molten glass(hereinafter called "Feeders") from furnaces to forming machines, excluding, however, from this definition apparatus for, and methods of, drawing molten glass by suction into molds. Drawing molten glass by suction into a gathering cup (not a mold) and discharging the gather into a mold, shall be included in "Licensed Inventions."
Inventions of apparatus for or methods of forming glass by forming machines (hereinafter called "Formers") if and so far as such inventions are used or usable with, but only for use with, apparatus for and/or methods of feeding molten glass, other than said drawing molten glass by suction into molds, and other than hand-manipulated punties, hand-manipulated blowpipes or other hand process; but any apparatus for, or methods of, assembling or treating glass blocks, or glass block sections, after such blocks or sections have been formed in the mold, shall not be considered Formers.
Inventions relating to furnaces as such, and to other apparatus and/or methods which are not functional parts of the feeding or forming process, shall not be included in "Licensed Inventions." (B) Subsidiaries. A subsidiary of a party hereto is any corporation or association of which such party owns over fifty per cent (50%) of the voting capital stock or has equivalent ownership.
Section 3. Owens' License to Hartford. Owens and Owens-Pacific severally grant to Hartford a non-exclusive, divisible, and assignable license (without royalty) to make, or have made, license, use, lease and/or sell machines and/or methods under all Licensed Inventions of Owens and of Owens-Pacific, respectively, subject, however, to the exclusion set forth in Schedule A hereto attached. Such license shall extend to the expiration date of the latest expiring patent on any Licensed Invention of Owens or of Owens-Pacific.
Section 4. Hartford's Payment to Owens. In consideration of the royalty-free license granted by Section 3 hereof, and the fact that the Licensed Inventions of Owens, rights under which are hereby acquired by Hartford, are of great value to Hartford and to Hartford's licensees, and some of said Licensed Inventions of Owens are essential to Hartford and to the operation by Hartford's licensees of Hartford Feeders; and in consideration of the further fact that Hartford expects that Owens will develop other Licensed Inventions which will be of further great value to Hartford and to Hartford's licensees. Hartford agrees to pay to Owens the sumo Two Million Five Hundred Thousand Dollars ($2,500,000) in quarterly installments of Two Hundred Fifty Thousand Dollars ($250,000) each, the first of which shall be due December 15, 1935.
Section 6. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or as a result thereof, shall be settled by arbitration under the rules, then obtaining, of the American Arbitration Association and judgment may be entered on the award in the highest Court having jurisdiction.
In witness whereof, the parties hereto have hereunto set their hands and seals, acting herein by their respective officers duly authorized therefor.
Owens-Illinois Glass Company, by Wm. E. Levis, President. Attest: John H. McNerney, Secretary.
Hartford-Empire Company, by F. Goodwin Smith, President. Attest: Arthur T. Safford, Jr., Secretary.
Signed October 14, 1935 — 10 a. m.
Owens-Illinois Pacific Coast Company, by Harold Boeschenstein, Vice President. Attest: E. F. Martin, Asst. Secretary.
SCHEDULE A
Annexed to General License from Owens-Illinois Glass Company and Owens-Illinois Pacific Coast Company to Hartford-Empire Company. Dated: September 30, 1935.
Exclusion of Owens: The following article is expressly excluded and shall not be produced under this General License:
"Fibers", that is, filaments of glass, whether solid or hollow, as distinguished from tubing and cane, as these terms are now generally understood in the trade.
Hartford-Empire Company, Hartford, Connecticut.
January 4, 1936.
Mr. C. B. Belknap, Executive Vice President, Owens-Illinois Glass Company, Toledo, Ohio.
Dear Bun: I have received your letter of December 28, 1935, with reference to the deferred payments due from Ball Brothers.
I have taken this matter up with my associates and we are glad to go along with you on this matter and permit you to participate in this account if and when payments are received.
Sincerely yours,
F. Goodwin Smith, President. Toledo, Ohio, October 11, 1935.
Wm. E. Levis and C. B. Belknap, as a Committee appointed by the Board of Directors of Owens-Illinois Glass Company at its meeting held at Toledo on September 27, 1935, and empowered to authorize amendments in the proposed agreements with Hartford-Empire Company which were at said meeting presented to the Board and approved by it, subject to such amendments as might be authorized by said Committee and approved by Lloyd T. Williams, of General Counsel of the Company, prior to execution thereof, hereby authorize the amendments proposed since September 27, 1935, and now embodied, in the said agreements as presented to the President and Secretary for execution, and hereby approve such agreements for execution.
Lloyd T. Williams hereby approves such amendments and said agreements as amended and now presented for execution.
Said agreements, as amended, are entitled "General License from Owens-Illinois Glass Company and Owens-Illinois Pacific Coast Company to Hartford-Empire Company," dated as of September 30, 1935; "General License from Hartford-Empire Company to Owens-Illinois Glass Company," "Consolidated Feeder and Former License and Lease between Hartford-Empire Company and Owens-Illinois Glass Company," "Consolidated Lehr Agreement between Hartford-Empire Company and Owens-Illinois Glass Company," "Consolidated Stacker and Conveyor Agreement between Hartford-Empire Company and Owens-Illinois Glass Company," and "Suction Inventions License Agreement between Hartford-Empire Company and Owens-Illinois Glass Company," all dated as of October 1, 1935; and an Agreement between Hartford-Empire Company and Owens-Illinois Glass Company with reference to their respective rights under inventions and patents to be acquired by Owens-Illinois Glass Company from The Libbey Glass Manufacturing Company, dated as of October 2, 1935.
Wm. E. Levis, C. B. Belknap, Committee.
Lloyd T. Williams.
December 28, 1935.
Mr. F. Goodwin Smith, President, Hart-ford-Empire Company, Hartford, Connecticut.
Dear Goodwin: With reference to the account receivable due in three deferred payments of $25,000.00 each payable March 1, 1936, 1937, and 1938, respectively, arising out of settlement prior to September 30, 1935, for infringement damages payable by Ball Brothers, you have our invoice, dated 9-30-35, covering the $75,000.00. At the time we acknowledged, in the new agreement of September 30, 1935, full satisfaction and settlement under all prior contracts, licenses and agreements, we realized that settlement for various items could not be made exactly on that date, and such items which accrued prior to October 1, 1935, have since been taken care of, but apparently we overlooked covering this particular item.
It is our understanding that this deferred account receivable for a settlement made prior to September 30, 1935, is not to be considered canceled by the agreement of September 30, 1935, and that you will agree, despite the cancelation clause in the contract, to pay these accounts receivable in the installments called for when and if they are paid by Ball Brothers Company.
If this is in accordance with your under-standing, kindly acknowledge this letter and your acceptance of this understanding.
Yours very truly,
C. B. Belknap, Executive Vice President.
BC — Mr. Lloyd Williams — Toledo
SUCTION INVENTIONS LICENSE
AGREEMENT BETWEEN HARTFORD-
EMPIRE COMPANY AND OWENS-
ILLINOIS GLASS COMPANY.
THIS AGREEMENT made and entered into as of the first day of October, 1935, between Hartford-Empire Company, a corporation of Delaware, having its principal place of business at Hartford, Connecticut, hereinafter called "Hartford," and Owens-Illinois Glass Company, a corporation of Ohio, having its principal place of business at Toledo, hereinafter called "Owens."
WITNESSETH: That for and in consideration of One Dollar ($1.00) and other good and valuable considerations in hand paid by each of the parties to the other, receipt whereof is hereby acknowledged, and of the mutual covenants herein contained, it is agreed by and between the parties, Hartford and Owens, as follows:
SECTION 1. DEFINITIONS. "Suction Inventions" shall be defined as and held to include the following inventions and/or interests therein, now owned or controlled, or hereafter owned, acquired or controlled by Hartford prior to January 3, 1945, in so far as, and while, the same are covered by unexpired United States letters patent or by pending applications filed at any time on inventions so owned or controlled by Hartford prior to January 3, 1945, and in so far as the same are included in the inventions described below in this Section 1:
Inventions of apparatus for or methods of drawing molten glass by suction into molds, excluding, however, drawing molten glass by suction into a gathering cup (not a mold) and discharging the gather into a mold.
Inventions of apparatus for or methods of forming glass by forming machines if and so far as such inventions are used or usable with, but only for use with, apparatus for and/or methods of drawing molten glass by suction into molds, excluding, however, drawing glass by suction into a gathering cup (not a mold) and discharging the gather into a mold.
Inventions relating to furnaces as such, and to other apparatus and/or methods which are not functional parts of the gathering or forming process, shall not be included in Suction Inventions.
Section 2. Hartford's License to Owens. Hartford hereby grants to Owens, royalty free, a non-exclusive, non-assignable (except to the successors to its entire glass manufacturing business) and non-divisible (except to its subsidiaries and/or to one other corporation and its subsidiaries) license to make or have made for it or them, and to use, machines and/or methods embodying all Suction Inventions of Hartford, for the manufacture of glassware, and parts thereof or therefor, subject, however, to all the exclusions in Schedule A hereto attached. Said license shall extend to the expiration date of the latest expiring patent on any Suction Invention of Hartford.
Section 3. Owens' License to Hartford. Owens hereby grants to Hartford a license to make, use and sell and to license others to make, use and sell machines and/or methods embodying the inventions of claims 11, 12 and 13 of Letters Patent of the United States to Kadow No. 1,894,100, but only in the production of glass bottles, jars, vacuum bottles or flasks and other containers. The license hereby granted is nonexclusive and nonassignable except to the successors to the business of Hartford. This license is royalty free and shall run for the life of the patent, but shall extend solely and only to Claims 11, 12 and 13 of said patent and shall not by implication be extended to any other claims of the patent or to the claims of any other patent.
Section 4. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or as a result thereof, shall be settled by arbitration under the rules, then obtaining, of the American Arbitration Association and judgment maybe entered on the award in the highest court having jurisdiction.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, acting herein by their respective officers duly authorized therefor.
HARTFORD-EMPIRE COMPANY
By F. Goodwin Smith, President.
Attest: Arthur T. Safford, Jr. , Secretary.
(Signed Oct. 14, 1935 — 10 :20 A. M.)
OWENS-ILLINOIS GLASS COMPANY
By Wm. E. Levis, President.
Attest: John H. McNerney, Secretary.
SCHEDULE A.
ANNEXED TO SUCTION INVENTIONS
LICENSE AGREEMENT BETWEEN
HARTFORD-EMPIRE COMPANY AND
OWENS-ILLINOIS GLASS COMPANY,
DATED OCTOBER 1, 1935.
EXCLUSIONS OF HARTFORD.
The following articles are expressly excluded and shall not be produced under this Suction Inventions License Agreement:
(a) Bulbs and tubing and cane all when for use in the manufacture of incandescent electric lamps or for any other permanently sealed enclosure for electrical purposes.
(b) Signal and optical ware.
(c) Ware intended and adapted for use where its heat resistance, physical strength or chemical resistance or electrical properties in such ware is of substantial value, and made from glass having a linear coefficient of thermal expansion of less than .000006 per degree Centigrade, or containing more than five percent. boric oxide, or having a higher electric strength or higher thermal endurance or higher chemical resistance than a glass containing 80% silica, 10% sodium oxide, 5% boric oxide and 5% calcium oxide.
(d) Ware intended and adapted forholding food in the process of cooking or sterilizing, other than ware intended and adapted for packages for storage and sale of goods or for transportation of goods.
(e) Drawn tubing and cane.
(f) Glass vacuum bottles consisting of any bottles, jars, jugs, and/or carafes containing or consisting of a glass filler constructed of an inner cylinder enclosed within an outer cylinder with a substantial vacuum between the two cylinders, for lunch kits, for factory, office and school uses; picnic containers, traveling and camping uses; office and home jug sets and carafes.
(g) Marbles and lithographers' balls.
Consolidated Stacker and Conveyor Agreement Between Hartford-Empire Company and Owens-Illinois Glass Company.
This Agreement made and entered into as of the first day of October, 1935, between Hartford-Empire Company, a corporation of Delaware, having its principal place of business at Hartford, Connecticut, hereinafter called "Hartford", and Owens-Illinois Glass Company, a corporation of Ohio, having its principal place of business at Toledo, Ohio, hereinafter called "Owens".
Witnesseth: That for and in consideration of One Dollar ($1.00) and other good and valuable considerations in hand paid by each of the parties to the other, receipt whereof is hereby acknowledged, and of the mutual covenants herein contained; it is agreed by and between the parties, Hartford and Owens, as follows:
Section 1. Existing Stackers. The Standard License and Lease form set forth in Schedule A annexed hereto constitutes the terms and conditions between Hartford and Owens relating to Hartford Lehr Stackers now owned by Hartford and in use at the plants of Owens and respectively identified by serial numbers as follows:
73 Stackers — 82, 83, 84, 85, 119, 120, 121, 122, 124, 141, 135, 4, 20, 21, 22, 27, 28, 75, 76, 77, 89, 91, 103, 104, 123, 18, 25, 26, 30, 33, 34, 23, 54, 55, 56, 57, 61, 65, 63, 64, 70, 71, 72, 142, 143, 144, 145, 146, 147, 138, 139, 152, 151, 153, 159, 160, 131, 155, 94, 95, 96, 106, 107, 108, 117, 118, 109, 110, 111, 105, 9, 81, 116.
Cancelled Stackers. (For cancellation Agreement, See O-I Section of Agreements, "Hartford-Empire — Stackers".)
Stacker Nos. 56, 120, cancelled 9-25-37; 111, 131, 142, 143, cancelled 3-5-38.
It is understood that receipt by Hartford of the "single sum" referred to is hereby acknowledged and Section 2 and Schedule B of said Standard License and Lease form are inapplicable to such stackers inasmuch as they are already installed.
Section 2. Existing Conveyors. The Standard License and Lease form set forth in Schedule A annexed hereto shall like-wise constitute the terms and conditions between Hartford and Owens relating to Hartford conveyors now owned by Hartford and in use in the plants of Owens and respectively identified by Serial numbers and type letters as follows:
Conveyors — RV — 36, 37, 38, 35, 48, 49, 50, 51, 53, 54, 63, 65, 52, 55, 56, 57; WVQ — 77, 82 ; ZUQ — 96, 101.
List of Licenses and Leases amending Oct. 1, 1935, Consolidated Stacker and Conveyor Agreement bet. Hartford-Empire and Owens-Illinois. (For License and Lease Agreements see O-I Section of "Hartford-Empire Agreements, — Conveyors.")
Conveyor No. Type Class Lic. & lease Date
126 NUQ 191 Aug. 25, 1936, O-I P.C. Licensed and leased in conjunction with I.S. No. 56.
164 KU - - - Feb. 26, 1937 O-I P.C. (156 NUQ 191 May 19, 1937 O-I Glass (Licensed and leased in conjunction with I.S. No. 75
172 KU - - - May 26 , 1937 O-I P.C. Cancelled Conveyors. (For cancellation Agreement, See O-I Section of Agreements, "Hartford-Empire-Conveyors".
Conveyor Nos. RV 36, RV 37, RV 38, cancelled 1-2-38.
To make Schedule A applicable to the Hartford Conveyor the words "Hartford Conveyor" shall be used instead of the words "Hartford Lehr Stacker" and Schedule B hereof shall constitute a further description of such conveyors. It is understood that receipt of the "single sum" referred to is hereby acknowledged and Section 2 Schedule A of said Standard License and Lease form are in applicable to such conveyors inasmuch as they are already installed.
Section 3 Licensing and leasing of Additional Stackers and Conveyors. Upon the acquisition by Owens of any additional Hartford Lehr Stackers or Hartford Conveyors from Hartford a brief description or identification of such stackers and/or conveyors shall be added to Schedule B of this agreement by an amendment signed by duly authorized officers of Hartford and Owens and such stackers and/or conveyors shall thereupon be taken, installed, held, leased, licensed, the terms set forth in Schedule A.
The amount payable for any such stacker and/or conveyor is not to be in excess of the lowest amount charged by Hartford to others under similar circumstances and shall be payable according to the Hartford then existing standard terms.
Section 4. Extension of License and Obligations to Subsidiaries of Owents [sic] Owens. A subsidiary of Owens is hereby defined as any corporation or association of which Owens owns over fifty per cent of the voting capital stock or has equivalent ownership. The right acquired by Owens hereunder are hereby extended to each and every present and future glassware manufacturing subsidiary of Owens, which rights, however, shall continue only so long as Owens holds such rights and such subsidiary remains a subsidiary of Owens. While any such subsidiary is enjoying such rights it shall be bound to Hartford for the obligations arising from the exercise of such rights. Owens shall be responsible to Hartford for the performance by every such subsidiary, while it remains an Owens subsidiary, of all such obligations to Hartford of such subsidiary.
In witness whereof the parties hereto have hereunto set their hands and seals, acting herein by their respective officers duly authorized therefor.
Hartford-Empire Company, by F. Goodwin Smith, President. Attest: Arthur T. Safford, Jr., Secretary.
(Signed October 14, 1935 — 10 :17 A. M.)
Owen-Illinois Glass Company, by Wm. E. Levis, President. Attest: John H. McNerney.
Owens-Illinois Pacific Coast Company hereby accepts the rights extended to it by the foregoing Agreement as a glassware manufacturing subsidiary of Owens and binds itself to Hartford for the obligations arising from its exercise of such rights, but upon the condition that it shall not be responsible for the acts or covenants of Owens or any other subsidiary of Owens.
Owens-Illinois Pacific Coast Company, by Harold Boeschenstein, Vice President. Attest: E. F. Martin, Asst. Secretary.
SCHEDULE A
Annexed to Consolidated Stacker and Conveyor Agreement Between Hartford-Empire Company and Owens-Illinois Glass Company
Dated: October 1, 1935
Hartford Lehr Stacker License and Lease No. H L S....
Preamble: This License and Lease made this ..... day of ......... 19... between the Hartford-Empire Company, a corporation organized under the laws of the State of Delaware and having a place of business at Hartford, Connecticut, hereinafter designated as Licensor, and ..... a corporation organized under the laws of the State of ....... and having a place of business at ...... hereinafter designated at Licensee,
Witnesseth: That in consideration of the covenants hereinafter set forth, and of the payment to the Licensor of the single sum of ...... the said sum being in full for royalties covering the entire term of this license and lease, to be paid by said Licensee to said Licensor in the following manner ..... to be paid upon the execution and delivery of this license and lease and the balance of ...... within sixty (60) days after the "Hartford Lehr Stacker" described in Schedule "A" annexed hereto, hereinafter termed the leased machinery, is ready for shipment to Licensee, it is hereby mutually agreed as follows:
Section 1. Extent of License and Lease. The Licensor hereby leases to the Licensee and hereby licenses the Licensee to use the said leased machinery. Provided, however, that this license and lease is limited (not absolute), and confers only the right to use said leased machinery in continental United States, and in the manner and for the purpose hereinafter set forth, and not otherwise.
Section 2. Delivery and Installation. The Licensor, as soon as reasonably possible after the provisions of Section 1 have been complied with, shall deliver said leased machinery f. o. b. at place of manufacture, and shall aid in installing said leased machinery as provided in Schedule "B" annexed hereto.
Section 3. Term. The term of this license and lease, unless sooner revoked or terminated as provided elsewhere here-in, shall run until the expiration of the latest United States patent owned by the Licensor and embodied in said leased machinery.
Section 4. Licensor Retains Title . Itis understood and agreed that the Licensor and its successors and assigns, retains, and at its own option, shall continue to retain throughout the term of this license and lease, complete title to said leased machinery.
Section 5. Place and Nature of Use.
(a) Said leased machinery shall be used only at plants owned by Licensee.
(b) The said leased machinery is designed, developed and adapted especially for use with glass-annealing lehrs controlled by the Licensor. The grant of rights herein to use such leased machinery and to use the said patent rights there-in embodied, is therefore restricted and limited as follows: In case the said leased machinery shall at any time be used by the Licensee for the handling of glassware, into, upon or in connection with any lehr or other glass annealing machinery not then controlled or under license from the Licensor, and such use shall continue after the Licensee shall have received from the Licensor written notice of objection to such use, then in such case the Licensor reserves the right, in its option, to revoke and cancel this license and lease.
Section 6. Prohibition of Assignment. Neither the said leased machinery nor this license and lease shall be transferred, assigned or sub-let by the Licensee, except to the purchaser of the entire business of the Licensee. If either be otherwise transferred, assigned or sub-let, this license and lease may, at the option of the Licensor, be terminated.
Section 7. Right of Revocation. In case the Licensee shall violate or fail to observe any of the conditions set forth in Sections 5, 6 and 9 of this license and lease, or shall cause the same to be violated, the Licensor shall have the right, at its option, to revoke and terminate absolutely, this license and lease upon giving written notice to the Licensee of said revocation at least thirty (30) days before the time when such revocation is to take effect.
Section 8. Re-possession of the Machinery. Upon the termination of this license and lease at the end of its term, or sooner as herein provided, the Licensee shall return to the Licensor the said leased machinery and all appurtenances thereof and all changes and additions made there-to, covered by this license and lease, in good condition, reasonable wear and use excepted, by delivering the same properly crated and packed f. o. b. cars at any convenient freight station near the plant of the Licensee. If said Licensee shall fail so to deliver the machinery, the Licensor is hereby authorized to enter upon any premises where the said leased machinery may be and take possession thereof and remove it.
Section 9. Inspection. Duly authorized agents or employees of the Licensor shall at all reasonable times be allowed access to the said leased machinery for the purpose of inspecting the same and its operation and use, and the Licensee shall afford all reasonable facilities therefor.
Section 10. Waiving the Conditions. None of the terms of this license and lease shall be held to have been waived or altered unless such waiver or alteration is in writing, signed by an officer of the Licensor, expressly authorized thereto.
SCHEDULE A
Annexed to License and Lease No. HL S....... Date .......
List of Machinery and Accessories Furnished. Stacker No.......
1. 1 Hartford Lehr Stacker, Class.....Type...... equipped with parts shown below:
2. 1 Ware Spotter.
3. 1 Timer Valve.
4. 3 Index Cams.
5. 12 Tong Blanks.
SCHEDULE B OF SCHEDULE A
Installation of Machinery.
1. The Licensor will furnish free of charge to the Licensee such general supervision as the Licensor may deem necessary in connection with the installation of the leased machinery set forth in Schedule "A" annexed hereto.
2. The Licensor will, if requested inwriting by the Licensee, furnish a competent machinist to direct and assist in the said installation.
3. The Licensor will, if requested inwriting by the Licensee, furnish a competent operator to instruct the Licensee's operators in the operation of the said machinery for a period not exceeding two weeks from the time the said machinery is installed.
4. The Licensee will pay to the Licensor the entire cost incurred by the Licensor under (2) and of instructions under (3), including the traveling and living expenses of the men furnished, plus 10% of the said entire cost.
SCHEDULE B
Annexed to Consolidated Stacker and Conveyor Agreement between Hartford-Empire Company & Owens-Illinois Glass Company. Dated: October 1, 1935.
List of Furnished. Machinery and Accessories Conveyor No. 1 Hartford Ware Conveyor, Class .... Type.... as identified by the following description:
Z—Silent chain.
Y—Universal silent chain.
X—Malleable iron chain.
W—Individual paddles or supports for ware.
R—Slats on roller chain.
V—Pneumatically controlled, intermittent Geneva drive.
U—Continuous drive.
T—Uphill run.
S—Downhill run.
Q-Dead plate with ware pusher.
CONSOLIDATED FEEDER AND
FORMER LICENSE AND LEASE.
It is agreed, as on the first day of October, 1935, between Owens-Illinois Glass Company, an Ohio corporation, hereinafter called "Owens" and Hartford-Empire Company, a Delaware corporation, hereinafter called "Hartford," as follows:
I. The attached License and Lease constitutes Hartford's present form of lease contract relating to the Hartford Single and other Feeders, and to Hartford Formers, enumerated below.
II. SERIAL NUMBER OF FEEDERS
(a) of Hartford Single Feeders (78)
64, 78, 126, 127, 128, 131, 132, 242, 243, 244, 312, 328, 329, 330, 331, 332, 336, 337, 107, 108, 109, 117, 124, 145, 146, 147, 148, 149, 227, 228, 229, 246, 65, 95, 96, 100, 133, 134, 135, 136, 137, 138, 139, 140, 141, 142, 143, 144, 165, 166, 168, 169, 171, 172, 177, 178, 179, 348, 322, 323, 324, 325, 327, 342, 343, 344, 345, 354, 355, 356, 357, 358, 218, 223, 150, 285, 291, 248.
(b) of Tucker, Reeves and Beatty Feeders (6)
60, 61, 64, 65, 69 and 70 (by letter amendment of 12-29-37, filed H-E — Tucker, Reeves & Beatty.)
(c) of Illinois Pacific Feeders (8)
1, 2, 3, 4, 9, 16, 15, 19.
Cancelled Illinois-Pacific Feeders. (For Cancellation Agreement, see O-I Section of Agreements, "Hartford -Empire — Feeders.")
Feeder No. Cancelled Feeder No. Cancelled
15 4-12-37
19 4-12-37
16 3-5-38
9 4-19-38
III. SERIAL NUMBERS OF FORMERS.
(a) of Individual Section Machines (4)
8, 23, 32, 36.
(b) of Press and Blow Machines (2)
List of License and Lease Agreements amending Section III (a) of Consolidated Feeder and Former License and Lease between Hartford-Empire and Owens-Illinois, dated Oct. 1, 1935. (For the License & Lease Agreements, see O-1 Section of Agreements, "Hartford-Empire — I.S. Machines.")
I.S. License & Total I.S. Machs.
Mach. Lease under License
No. Date & Lease
56 Aug. 25, 1936 5 (O-I Pac.
75 May 19, 1937 6 Coast.)
Amendment Dec. 28, 1936, cancels Section (b) of Article III. For Amendment and correspondence setting forth that this Amendment, does not affect O-I's future right to lease P. & B machines, see O-I section of agreements, "Hartford-Empire — PRESS & BLOW MACHINES."
List of License and Lease Agreements amending Section II of the Consolidated Feeder and Former License and Lease between Hartford-Empire and Owens-Illinois, dated October 1, 1935. (For the License and Lease Agreements, see O-I Section of Agreements, "Hartford-Empire-Feeders.")
IV. To make the attached form applicable to licensing and leasing of the Tucker, Reeves and Beatty Feeders and the Illinois Pacific Feeders referred to above, the words "Tucker, Reeves and Beatty" and "Illinois-Pacific" respectively shall be used in place of the words "Hartford Single."
Also, to the list of exclusions of Schedule C of the attached License and Lease shall be added the following:
(j) All of the following ware when made on glass feeding machines of the Tucker and Reeves type which embody a swinging pressure cup in which gas is burned, or embodying a swinging pressure cup in com-bination with an annular burner surrounding the outlet, to-wit:
1. Pressed tumblers and pressed jelly glasses, blown tumblers, blown stemware, pressed and blown tumblers and pressed and blown stemware.
2. Packers' ware, block mold type, with jelly rings thereon; all other ware which is pressed only, and not blown or pressed and blown — except vault lights; ointment jars, finger bowls; plates, nappies, salt shakers; individual salts; wax cups; stoppers, caps and covers for bottles and jars (not including fruit jar caps and covers);drawer pulls, furniture balls (substitutes for casters); lenses for flash-lights, bulls-eyes, headlights, etc.; mangin mirrors (for moving picture production); prism glass; novelties and toys (fuse cases; animals); all ware for the production of which Federal Glass Company has exclusive rights under existing contracts and not heretofore granted by Federal Glass Company to Capstan; paper weights; stem ware (example, wine and cocktail glasses); measuring glasses-packers' jars adaptable for top seal, top side seal, and side seal caps of types such as American metal top side seal, or friction seal caps, or Anchor Cap and Closure caps, or Phoenix Hermetic "Cinch" or "Hermetic" caps, but of no other type of finish.
V. To make the attached form applicable to licensing and leasing of the Hartford Individual Section Machine, the following changes shall be made:
(a) The words "Hartford Individual Section Machine" shall be used in place of the words "Hartford Single Feeder" and Schedule A shall read —
List of Machinery and Accessories Furnished. One 4 Section Hartford Individual Section Machine No. — , Type "D."
(b) The following clause shall be added as a second paragraph in Section 6.
"In order that said leased machinery may be most efficiently operated by the Licensee and that the Licensor's representations as to the same may be met in practical use and Licensor's name and reputation for service and quality in the industry be maintained, the grant of rights herein to use said leased machinery and to use the patent rights therein embodied is therefore restricted and limited as follows: In case the leased machinery shall at any time be used by Licensee in conjunction with any glass feeding machine not licensed by Licensor to Licensee and such use shall continue after the Licensee shall have received from the Licensor written notice of objection to such use, then in such case the Licensor reserves the right in its option to revoke and terminate this Li-cense and lease in the manner hereinafter provided.
(c) The rate of royalty in Schedule D shall be two cents (2c) per gross and the minimum royalty in Section 11 Five Hundred ($500) dollars per year.
VI. To make the attached form applicable to the Hartford Press and Blow Machine the following changes shall be made:
(a) the words "Hartford Press and Blow Machine" shall be used in place of the words "Hartford Single Feeder" and Schedule A shall read:
List of Machinery and Accessories
Furnished
1 Hartford Press & Blow Machine
No. — , Class 910.
(b) The rate of royalty in Schedule D shall be six cents (6c) per gross for ware other than fruit jars for domestic (household) use and there is no minimum royalty.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, acting herein by their respective officers duly authorized therefor.
HARTFORD-EMPIRE COMPANY
By F. Goodwin Smith, President.
Attest: Arthur T. Safford, Jr., Secretary.
(Signed Oct. 14, 1935-10:10 A. M.)
OWENS-ILLINOIS GLASS COMPANY,
By Wm. E. Levis, President.
Attest: John H. McNerney, Secretary.
Owens-Illinois Pacific Coast Company hereby accepts, as a glass manufacturing subsidiary of Owens, the rights granted to Owens by the foregoing Agreement, as to all Hartford Feeders and Formers held by said Owens-Illinois Pacific Coast Company, and binds itself to Hartford for the obligations arising from its exercise of such rights; but upon the condition that it shall not be responsible for the acts or covenants of Owens or any other subsidiary of Owens.
OWENS-ILLINOIS PACIFIC COAST COMPANY,
By Harold Boeschenstein, Vice President.
Attest: E. F. Martin, Asst. Secretary.
LICENSE AND LEASE NO. H S F — FROM HARTFORD-EMPIRE COMPANY TO OWENS-ILLINOIS GLASS COMPANY (Dated Oct. 1, 1935).
HARTFORD SINGLE FEEDER
LICENSE AND LEASE NO. H S F —
PREAMBLE. THIS LICENSE AND LEASE, made this 1st day of October, 1935, between the Hartford-Empire Company, a corporation organized under the laws of the State of Delaware and having a place of business at Hartford, Connecticut, hereinafter designated as Licensor, and Owens-Illinois Glass Company, a corporation organized under the laws of the State of Ohio, and having a place of business at Toledo, Ohio, hereinafter designated as Licensee.
WITNESSETH: That whereas the Licensor owns or controls certain Letters Patent of the United States and certain applications now pending for Letters Patent of the United States, relating to the manufacture of glassware, and
WHEREAS the Licensee is engaged in manufacturing glassware, having a plant for that purpose at —— , —— and desires to use machinery embodying inventions shown in said letters patent and patent applications in said business at said plant:
NOW, THEREFORE, in consideration of the covenants and royalties hereinafter set forth, and a license fee of —— , receipt of which is hereby acknowledged for the "Single Feeder" described in Schedule "A" annexed hereto, hereinafter termed the leased machinery, it is hereby mutually agreed as follows:
SECTION 1. EXTENT OF LICENSE AND LEASE. The Licensor hereby leases to the Licensee and hereby licenses the Licensee to use the said leased machinery. Provided, however, that this license and lease is limited (not absolute) and confers only the right to use said leased machinery in continental United States, and in the manner and for the purpose hereinafter set forth, and not otherwise.
It is agreed between the parties hereto that no obligation whatsoever rests upon or is assumed by the Licensor that other machinery and equipment of the Licensee or of others will operate successfully or efficiently in conjunction with the said leased machinery of the Licensor.
SECTION 2. PREPARATION FOR INSTALLATION. The Licensee agrees, upon receiving drawings and lists showing locations and dimensions of said leased machinery, to furnish and have ready proper floor space, foundations, connection between tank and forehearth, piping, shafting, tools, motor power and such other adjuncts and equipment as are required, to the complete satisfaction of the Licensor. (Not applicable — Machinery already installed.)
SECTION 3. DELIVERY AND INSTALLATION. The Licensor, as soon as reasonably possible after the provisions of Section 2 have been complied with, shall deliver said leased machinery f. o. b. rail shipment at place of manufacture, and shall aid in installing said leased machinery as provided in Schedule "B" annexed hereto.
The Licensee agrees to proceed diligently with the installation of said leased machinery as soon as the same is delivered, and to accept the machinery and pay royalties to the Licensor as called for by Sections 10 and 11 of this license and lease. (Not applicable-Machinery already installed.)
SECTION 4. TERM. The term of this license and lease, unless sooner revoked or terminated as provided elsewhere herein, shall be for an initial period of Eight (8) years from the date of this license and lease, with privilege, if claimed by the Licensee in writing before the expiration of the said initial period, of one renewal for a supplemental period of Eight (8) years, upon all the conditions hereof, except as to installation and further renewal, and without additional license fee for such renewal.
SECTION 5. LICENSOR RETAINS TITLE. It is understood and agreed that the Licensor and its successors and assigns, retain, and at its or their own option, shall continue to retain throughout the term of this license and lease, complete title to said leased machinery.
SECTION 6. PLACE AND NATURE OF USE. Said leased machinery and all improvements thereon shall be used only for manufacturing the glassware defined as "Permitted Ware" in Schedule "C" annexed hereto, and only at said plant of Licensee located at or at any other plant owned by the Licensee. Said leased machinery and all improvements thereon shall be used for delivering glass only to one forming machine, and not otherwise.
SECTION 7. PROHIBITION OF ASSIGNMENT. The said leased machinery shall be used only by the Licensee or its operatives. Neither the said leased machinery nor this license and lease shall be transferred, assigned or sub-let by the Licensee, except to the purchaser of the entire business of the Licensee. If either be otherwise transferred, assigned or sub-let, or if the Licensee discontinues for a period of more than one year the production of glassware under this license and lease, or is adjudicated bankrupt, or a receiver is appointed over it, of if the Licensee makes any general transfer or assignment for the benefit of creditors, then and in any such case this license and lease may, at the option of the Licensor, be terminated.
SECTION 8. CHANGES, ADDITIONSAND IMPROVEMENTS. No changes and no additions other than reasonable and necessary repairs and other than necessary or proper safety appliances, shall be made in or to said leased machinery except by consent of both parties to this license and lease, or except as provided in Section 16 hereof for the event of injunction, and except as provided in this Section for improvements; and all changes and additions when made, shall become the property of the Licensor.
The Licensee shall, during the term of this license and lease, be given the benefit, for the purposes set forth in Section 6, of any and all improvements for use in and upon said leased machinery, which maybe devised. developed or acquired by the Licensor, if and when said improvements shall, with the express consent of the Licensor, have been used commercially in the United States upon said leased machinery in the making of glassware or upon machinery of identical type used by other licensees of the Licensor. In such event the Licensor will, upon written request of the Licensee, furnish to the Licensee with reasonable promptness, such parts as may be needed to apply the said improvements to the said leased machinery and at prices similar to those charged by Licensor for such parts to other similar licensees. Such improvements shall be used by the Licensee only in or upon the said leased machinery, and only during the term of this license and lease. All parts displaced from said leased machinery by the said improvements shall be returned to the Licensor.
The word "improvements," when used in this license and lease, shall be held to mean only (1) substitution of new parts for old parts of said leased machinery; or (2) changing old parts thereof; or (3) addition of new devices which are intended and adapted to become integral portions of such machinery and to perform only one or more of the original functions of such machinery; and not otherwise.
SECTION 9. ACCOUNTING. The Licensee shall keep proper books of account during its entire operation under this license and lease, showing the length of time that said leased machinery is operated each day, and the number, kinds and sizes of glassware produced each day by said machinery, and all other facts necessary or advantageous for carrying out, the purpose of this license and lease, all in such form, within reasonable limits, as shall be specified by the Licensor.
Such books shall at all reasonable times be open to the inspection of the Licensor, or its duly authorized agents. The Licensor shall on or before the tenth day of each month, furnish to the Licensor upon blanks provided by the latter, properly certified detailed statements giving in itemized form all the data mentioned in this Section, so far as may be required by the Licensor, for the preceding calendar month.
SECTION 10. ROYALTIES. The Licensee shall pay to the Licensor during the term of this license and lease, royalties on all merchantable glassware produced by or with the aid of said leased machinery from the completion of its installation, at rates, for the respective items of ware, as provided in Schedule "D" annexed hereto.
All of said royalties shall be paid monthly, at the Licensor's office in New York funds, on or before the fifteenth day of each month, for and upon all merchantable glassware manufactured by the Licensee under this license and lease, during the preceding calendar month.
SECTION 11. MINIMUM ROYALTY. The said Licensee shall pay in royalties a minimum royalty under this license and lease of not less than Fifteen Hundred ($1,500) Dollars per year, to be payable in New York funds on or before the fifteenth day of January for the year last preceding, during the entire term of this license and lease, including the said supplemental period, if entered upon, of Eight (8) years, subject to the provisions of Section 18. The first and last payments here-under shall be prorated according to the number of months during which such minimum royalty shall have actually been accruing in the first and last calendar years respectively.
PROVIDED, FURTHER, that Licensee shall pay no minimum royalties for any calendar year until such time as the earned royalties on ware produced shall be less than the sum obtained from multiplying the number of feeders and formers under license and/or under license and lease by the minimum royalties required under each license and/or license and lease and at such time only to the extent that the total production royalties shall be less than said sum.
SECTION 12. INSURANCE — TAXES — LIABILITY FOR INJURY. The Licensee shall also at its own expense, procure and place in the hands of the Licensor good policies of insurance against fire to the amount of the full insurable value of said leased machinery, payable in case of loss to the Licensor; shall also pay all taxes assessed against said leased machinery, and shall hold and save the Licensor harmless against any and all damages and costs resulting from injury occurring to any of said Licensee's employees or others on account of or in connection with said leased machinery, subsequent to the installation thereof.
SECTION 13. OPERATION OF MACHINERY. The Licensee shall keep, use and operate said leased machinery and all parts thereof in a careful, safe, prudent, and proper manner; shall maintain the same in good order, damage by fire excepted as hereinafter set forth; shall not, without consent of the Licensor, add to or subtract from such leased machinery as supplied by the Licensor, excepting necessary or proper safety appliances, or allow changes to be made therein, or interfere with the proper operation thereof, or remove or deface any plates, dates, numbers or inscriptions placed thereon by the Licensor. The Licensee shall promptly notify the Licensor of the need of any repairs or renewals of said leased machinery, and the Licensee shall at its own expense effect such repairs and renewals, purchasing the necessary renewal parts from the Licensor. The Licensor agrees to furnish promptly such renewal parts at prices not in excess of the prices charged by responsible outside parties for parts of similar design, material and workmanship. If the Licensor declines or neglects so to furnish such parts, the Licensee may procure them elsewhere, but they shall not be installed on such machinery until they have been inspected and approved by a representative of the Licensor. The Licensee shall pay for the reasonable time and expenses of such representative.
SECTION 14. INHERENT DEFECTS. The Licensor shall remedy and make good without charge, any inherent defects appearing in the materials of said leased machinery, during one year from date of installation.
SECTION 15. ACKNOWLEDGING VALIDITY OF PATENTS.
(a) So long as this License remains in force, the Licensee agrees not to dispute the validity of the Letters Patent under which this License is granted, so far as these patents apply to the methods and machines which are hereby licensed to the Licensee.(b) In case a final decree shall declare to be void all or substantially all of the Licensor's patents embodied in and relating to the said leased machinery, so that the Licensee is thereby evicted from all or substantially all of the benefits of this license and lease, then and in that case the Licensee may at its option revoke and terminate this license and lease, in which event the Licensee shall thereupon restore to the Licensor all of the said leased machinery and its appurtenances as provided in Section 19 hereof, and shall there upon be relieved from paying further minimum royalties. Provided, however, that until such revocation and restoration the Licensee shall continue to be bound by all the covenants and provisions of this license and lease.
SECTION 16. PROTECTION OF LICENSEE FROM INFRINGEMENT CLAIMS — LIABILITY FOR NON-PERFORMANCE.
(a) The Licensor will at its own expense save and hold the Licensee harmless against damages and costs recovered in any suits or claims brought against the Licensee for alleged infringement of patents based on the use of the said leased machinery, but only to the extent of the royalties which shall have been paid by the Licensee during and for the period of infringement and before the judgment for such recovery, said period not to exceed, however, the twenty-four months immediately preceding such judgment. The Licensor shall, upon the written request of the Licensee, defend any such suits or claims, unless or until the Licensor shall elect to effect a settlement thereof. The Licensee shall promptly inform the Licensor of any such suit or claim, or any threat or probability thereof, coming to the knowledge of the Licensee, and shall, at the Licensor's expense, fully and freely aid the Licensor in defending the same; and shall further promptly inform the Licensor of any infringement of the Licensor's patents coming to the knowledge of the Licensee.
(b) The Licensor shall have the right to intervene in and defend, as a party thereto, any suit brought against the Licensee during the term hereof which involves any contention that the making, selling or use of such leased machinery, or any improvement or part thereof, constitutes an infringement of any patent.
(c) In case the Licensor shall be delayed in the performance of, or be rendered unable to perform all or any part of this license and lease, by reason of strikes, unavoidable accident, the non-arrival of machines or materials, or if the installation or operation of the said leased machinery shall be delayed or stopped by the process or order of any court of competent jurisdiction, the Licensor shall not be liable to the Licensee for any loss, delay or damage incurred thereby, except for damages recovered for infringement as set forth and limited above in this Section, Provided, however, that if the right of the Licensee to use the said leased machinery, or any part thereof, shall be suspended by reason of an order, decree or injunction issued by any court of competent jurisdiction, then during the continuance of restraint by such order, decree or injunction, or until the Licensor shall have substituted other machinery or parts as hereinafter set forth, which said Licensor agrees to do as promptly as reasonably possible, the minimum royalty as set forth in Section 11 hereof shall be waived.
(d) In the event of such an order, decree or injunction being issued against any part or parts of said leased machinery, the Licensor reserves the right to substitute with reasonable promptness other machinery or parts for those involved in the injunction and at no cost or charge to the Licensee. The part or parts so substituted shall be of an efficiency substantially equal to that of the part or parts so involved in said order, decree, or injunction and shall immediately become subject to all the provisions of this license and lease.
(e) In the event that such order, decree or injunction shall become permanent against any part or parts of said leased machinery, and no substitution of machinery or parts shall have been made with reasonable promptness as above stated, then in that event this license and lease shall cease and terminate in all its provisions, and if the said event occurs during the first Three (3) years of the term of this license and lease, the Licensee shall be entitled to receive back the said license fee paid by it, after deducting therefrom such proportion thereof as the elapsed time under this license and lease shall bear to the said three years.
SECTION 17. RIGHT OF REVOCATION.
In case the Licensee shall violate or fail to observe any of the conditions set forth in Sections 1, 6, 7, 8, 9, 10, 11, 12, 13, 15, 20 and 21 of this license and lease, or shall cause the same to be violated, the Licensor shall have the right at its option, to revoke and terminate absolutely, this license and lease upon giving written notice to the Licensee of said revocation at least thirty (30) days before the time when such revocation is to take effect. Except as provided in Sections 15, 16, 18 and 21, no termination or revocation whatsoever of this license and lease under any section hereof, nor the use of the remedy of injunction, accounting or repossession shall, however, affect or in anyway discharge the liability of the Licensee hereunder, to pay and to continue to pay to the Licensor, the minimum royalty provided by Section 11 hereof, for and during the entire term of this license and lease, including its supplemental eight-year period if entered upon, nor shall any royalties paid by said Licensee be returned.
SECTION 18. COMMUTATION OFMINIMUM ROYALTIES.
It is further agreed that in the event of such revocation set forth in Section 17, the Licensee, in lieu of said obligation therein provided to pay the said minimum royalties throughout said entire term, may at its option wholly discharge said obligation by paying to the Licensor within sixty days after said revocation, a lump sum equal to fifty (50) per cent. of the total minimum royalties which would under this license and lease be payable during the remainder of said term, including its said supplemental period if entered upon; and provided further, that the Licensee may at any time during said term, including said supplemental period, revoke and terminate this license and lease in its option, by giving written notice to the Licensor sixty (60) days beforehand of its intention so to revoke and by paying to the Licensor within said sixty days a lump sum in dis-charge calculated as above set forth in this Section.
SECTION 19. RE-POSSESSION OF THE MACHINERY.
Upon the termination of this license and lease at the end of its initial or supplemental period, or sooner as herein provided, the Licensee shall return to the Licensor the said leased machinery and all appurtenances thereof, covered by this license and lease, in good condition, reasonable wear and use excepted, by delivering the same properly crated and packed f.o.b. cars at any convenient freight station near the plant of the Licensee. If said Licensee shall fail so to deliver the machinery, the Licensor is hereby authorized to enter upon any premises where the said leased machinery may be and take possession thereof and remove it.
SECTION 20. INSPECTION.
Duly authorized agents or employees of the Licensor shall at all reasonable times be allowed access to the said leased machinery for the purpose of inspecting the same and its operation and use, and the Licensee shall afford all reasonable facilities therefor.
SECTION 21. FIRE LOSS.
(a) In the event that the said leased machinery shall be damaged by fire so as to cause a suspension of production therewith the Licensee shall immediately give written notice to the Licensor as to the extent and nature of the damage to the said leased machinery and as to the plans and intentions of the Licensee relative to repairing the damage and resuming operations under this license and lease.
(b) In the event of such damage by fire, the Licensor, if so requested in the said notice, shall at its own expense and to an extent not exceeding the amount of insurance received, provide the Licensee with the machinery or parts thereof necessary to repair or replace the damaged machinery or parts. The Licensee shall at its own expense promptly and diligently proceed to install the said machinery or parts thereof. From the time when said notice is received by the Licensor and thereafter during only such time, not exceeding six months, as may be necessary for providing and installing the said machinery or parts, the minimum royalty set forth in Section 11 hereof shall be waived.
(c) If the Licensee shall not within six (6) months after the occurrence of the fire rebuild or otherwise repair the damage and resume operation under this license and lease, or if the Licensee shall fail to resume payment of royalties when due, then in any of these cases the Licensor shall have the right at its option to revoke and cancel this license and lease.
SECTION 22. WAIVING OF CONDITIONS.
None of the terms of this license and lease shall be held to have been waived or altered unless such waiver or alteration is in writing, signed by an officer of the Licensor, expressly authorized thereto.
IN WITNESS WHEREOF each of the parties hereto has caused this license and lease to be executed in duplicate , in its name and behalf, as of the day and year first above written,
SCHEDULE A.
Annexed to License and Lease No. H S F _____ , Dated ______,
LIST OF MACHINERY AND ACCESSORIES FURNISHED. SINGLE FEEDER NO. _____.
1. 1 Hartford Single Feeder equipped with parts shown below adapted to cover range of ware specified elsewhere in this contract ............................Class 144
Sear Cam, Plunger Cam, Drop Guide, Ring Holder, Tube Holder, Orifice Support, Plunger Lever, Spout Casing, Tube Clamp, Needle Chuck, Shear Shanks,
Not including the following parts: Spout, Orifice Ring, Tube, Spout Cover, Arch Blocks, Needle, Shear Blades.
Class 144 —1 Plain Sub-Base, 1 Set Metal Parts for Forehearth, 1 Set Clay Parts for Forehearth, 1 Interceptor Mechanism, 1 Drive Mechanism excepting Motor, but including Chains and Sprockets adapted to cover range of fare specified elsewhere in this contract; 1 Machine Synchronizer, 1 Set Single Feeder Operating Tools.
SCHEDULE B.
Annexed to License and Lease No. H S F_______, Dated _______.
INSTALLATION OF MACHINERY.
1. The Licensor will furnish free of charge to the Licensee such general supervision as the Licensor may deem necessary in connection with the installation of the leased machinery set forth in Schedule "A" annexed hereto.
2. The Licensor will, if requested in writing by the Licensee, furnish a competent machinist to direct and assist in the said installation.
3. The Licensor will, if requested inwriting by the Licensee, furnish a competent operator to instruct the Licensee's operators in the operation of the said machinery for a period not exceeding two weeks from the time the said machinery is installed.
4. The Licensee will pay to the Licensor the entire cost incurred by the Licensor under (2) and of instructions under (3), including the traveling and living expenses of the men furnished, plus 10% of the said entire cost.
(Not applicable to machinery already installed.)
SCHEDULE C.
Annexed to License and Lease No. H S F ______, Dated ______.
SPECIFICATION OF GLASSWARE
WHICH MAY BE MADE.
PERMITTED WARE. Glassware (parts thereof and therefor).
EXCLUSIONS.
The following articles are expressly excluded and shall not be produced under this license:
(a) Bulbs and tubing and cane all when for use in the manufacture of incandescent electric lamps or for any other permanently sealed enclosure for electrical purposes.
(b) Signal and optical ware.
(c) Ware intended and adapted for use where the heat resistance, physical strength, chemical resistance or electrical properties of such ware are of substantial value, provided such ware is made from glass having a linear coefficient of thermal expansion of less than .000006 per degree Centigrade, or containing more than five per cent boric oxide, or having an electric strength or thermal endurance or chemical resistance higher than a glass containing 80% silica, 10% sodium oxide, 5% boric oxide and 5%, calcium oxide.
(d) Ware intended and adapted forholding food in the process of cooking or sterilizing, other than ware intended and adapted for packages for storage and sale of goods or for transportation of goods.
(e) Hot mold or Paste Mold Tumblers; lantern globes; gas globes; chimneys; drawn tube and cane.
(f) Marbles and Lithographers' balls.
(g) Flat glass, that is to say, plate glass, sheet glass, window glass, rough rolled and ribbed glass and also figured glass, colored and wire glass of the foregoing kinds in this paragraph (g) not including glass blocks or sections thereof.
(h) Glass vacuum bottles comprising any bottles, jars, jugs and/or carafes containing or consisting of a glass filler constructed of an inner cylinder enclosed within an outer cylinder with a substantial vacuum between the two cylinders.
(i) Fibers, that is, filaments of glass, whether solid or hollow, as distinguished from tubing and cane, as these terms are now generally understood in the trade.
SCHEDULE D.
Annexed to License and Lease No. H S F ______, Date______.
RATES OF ROYALTY.
The weights below specified are the weights of the finished articles.
(1) The royalty on all fruit jars for domestic (household) use up to and including one-half gallon capacity shall be twelve cents (12c) per gross.
(2) No royalty shall be payable by Licensee upon stoppers, caps, lids and/or liners.
(3) The royalty rates on milk and cream bottles shall be twenty (20) cents per gross for one quart size, and fifteen (15) cents per gross for one pint size, and twelve (12) cents per gross for one-half pint size and ten (10) cents per gross for one-quarter pint size, and for other sizes a royalty proportioned by weight of product to the royalty for the nearest standard size.
Whenever Licensee in any one calendar year shall have produced, with Licensed Inventions, a total of five hundred thousand (500,000) gross of milk bottles, Hartford will, during the term of this Agreement, pay to Licensee, a refund upon the royalties paid by Licensee upon additional milk bottles thereafter produced, during such year, by Licensee. Such refund shall be equivalent to seven cents (7c) per gross upon such subsequent additional production, but shall not be paid upon more thana total additional production of five hundred thousand (500.000) gross. Such refunds shall be paid monthly within ten days after Hartford shall have received from Licensee the monthly royalty payable upon such additional production; Provided that no milk bottles of a size smaller than one-half (½) pint shall be included or counted in such first total of five hundred thousand (500,000) gross or in any production additional thereto.
May 8 , 1936.
Owens-Illinois Glass Company,
Toledo, Ohio.
Attention: John H. McNerney
Gentlemen: We have decided to make an adjustment of our standard Feeder Royalty Rates for Blown and Pressed and Blown glassware in weights of One and One-half (1 ½) Ounces or less as shown in the Schedule of your Feeder Royalties attached hereto.1
This simply means that in lieu of the rates of royalty shown on Page 14, Schedule C of the General License from Hartford-Empire Company to Owens-Illinois Glass Company dated October 1, 1935, and the equivalent Schedule on Page 24, Schedule D annexed to License and Lease No. HSF — which is the first schedule of the Consolidated Feeder and Former License and Lease, the attached rates of royalty will be substituted. This does not change the royalties on the other types of ware. This adjustment will become effective May 1, 1936.
Very truly yours,
HARTFORD-EMPIRE COMPANY,
A. T. Safford, Jr., Secretary.
March 15 , 1938.
Owens-Illinois Glass Company
Toledo, Ohio.
Attention: John H. McNerney, Secretary.
Gentlemen: Although you have accepted our proposal that we carry fire insurance at our expense on the machinery which you hold under lease from us and we have provided for such insurance, there are contracts outstanding between us under which you remain obligated to procure such insurance at your expense.
Therefore, it seems desirable to release you from such obligation and to accomplish this we have prepared, a revision of the insurance section of your contracts entitled "Insurance — Taxes — Liability for Injury" as shown on the printed form attached to this letter. We have listed on this form the sections of the contracts for which the revised section should be substituted.
The revised insurance section transfers to us the obligation to carry fire insurance at our expense on leased machinery in an amount which we believe to be adequate. Although you probably will wish us to continue to carry the insurance throughout the life of the contracts, the revised section has been so worded as to permit you to take over this obligation if you should desire to do so.
Notice has been given that we also will carry insurance on Hartford Stackers and Conveyors which are now leased or which may be leased in the future although the contracts covering such equipment do not provide for insurance. However, it is thought to be unnecessary to modify such contracts in this respect but we will notify you in advance if we decide to discontinue insurance on any Stacker or Conveyor which you may then have under lease.
If you will be good enough to sign and date both copies of this letter in the spaces provided below and return one copy to us, this letter will serve to amend the con-tracts in the manner set forth on the attached form.
Very truly yours,
HARTFORD-EMPIRE COMPANY,
A. T. Safford, Jr., Secretary.
April 22, 1938. — Owens-Illinois Glass Company hereby accepts and concurs in the foregoing. OWENS-ILLINOIS GLASS COMPANY. By John H. McNerney, Secretary.
REVISION OF INSURANCE SECTION
ENTITLED — "INSURANCE — TAXES — LIABILITY FOR INJURY."
The Licensor shall, at its own expense carry good policies of insurance against fire on said leased machinery in amounts believed adequate by the Licensor. The Licensee may, by giving written notice to the Licensor, assume the responsibility for such insurance; thereupon Licensee shall, at its own expense, carry such insurance in such amounts. Licensee shall pay all taxes assessed against said leased machinery and shall hold and save the Licensor harmless against any and all damages and costs resulting from injury occurring to any of the said Licensee's employees or others on account of or in connection with said leased machinery, subsequent to the installation thereof.
The above paragraph is to be substituted for Section 12 — Insurance — Taxes — Liability for Injury of form attached to Consolidated Feeder and Former License and Lease between Hartford-Empire Company and Owens-Illinois Glass Company (accepted by Owens-Illinois Pacific Coast Company as a subsidiary of Owens-Illinois Glass Company) dated October 1st, 1935.
The above paragraph is also to be substituted for Section 10 — Insurance — of Schedule B annexed to Consolidated Lehr Agreement between Hartford-Empire Company and Owens-Illinois Glass Company (accepted by Owens-Illinois Pacific Coast Company as a subsidiary of Owens-Illinois Glass Company) dated October 1st, 1935.
CONSOLIDATED LEHR AGREEMENT
BETWEEN HARTFORD EMPIRE
COMPANY AND OWENS-ILLINOIS
GLASS COMPANY
This Agreement made and entered into as of the first day of October, 1935, between Hartford-Empire Company, a corporation of Delaware, having its principal place of business at Hartford, Connecticut(hereinafter called "Hartford"), and Owens-Illinois Glass Company, a corporation of Ohio, having its principal place of business at Toledo, Ohio (hereinafter called "Owens");
Witnesseth That
Whereas Owens has held certain lehrs of Hartford under License and Lease:
Whereas Owens and Hartford each had certain licenses from the other under the respective patents of Owens and Hartford relating to lehrs; and
Whereas all said Licenses and Leases and said licenses were cancelled as of September 30, 1935, and the parties desire to enter into a new agreement with respect to the licensing and leasing of said lehrs of Hartford, and with respect to said licenses under the respective lehr patents of the parties;
Now, Therefore, in consideration of the premises and the covenants and royalties hereinafter set forth, the parties agree as follows:
ARTICLE I
Licensing and Leasing of Hartford Lehrs
Section 1. Existing Lehrs. The License and Lease set forth in Schedule B annexed hereto constitutes the terms and conditions between Hartford and Owens relating to each one of the following Hartford lehrs (more specifically described in Schedule A annexed hereto) with all accessories therefor and furnished by Hartford, to-wit: Nos. 22, 31, 41, 42, 43, 44, 45, 46, 47, 48, 49, 67, 73, 74, 75, 95, 112, 128, 129, 130, 131, 140, 14 , 143, 144, 145, 146, 147, 163, 175, 194, 201, 202, 204, 205, 206, 207, 208, 209, 210, 211, 212, 220, 252, 255, 262 — (46 lehrs).
Cancelled Lehrs. (For Cancellation Agreements, see folder: "Hartford-Lehrs")
Lehr No. Cancelled Lehr No. Cancelled
73 10-8-36
144 10-8-36
48 3-16-37
It is understood that receipt by Hartford of the "license fee", provision for which is made in the second paragraph of page 11 of Schedule B, is hereby acknowledged and that Sections 2 and 3 and Schedule B of said License and Lease are inapplicable to such lehrs inasmuch as they are already installed.
Section 2. Acquisition by Owens of Additional Lehrs. Hartford agrees that it will furnish and lease to Owens and license Owens to use such number of the glass annealing devices known as the "Hartford Lehr" and more particularly de-scribed in Schedule A annexed hereto, as Owens shall from time to time request. The license fee payable for any such Lehr shall not be in excess of the lowest amount charged by Hartford to others under similar circumstances and shall be payable according to Hartford's then existing standard terms. Upon the acquisition by Owens of any additional Lehr under the provisions hereof, there shall be added to Schedule A of this agreement a brief description or identification of such Lehr, by an amendment signed by duly authorized officers of Hartford and Owens, and such Lehr shall thereupon be taken, installed, held, leased, licensed, used, operated and returned subject to all the terms and conditions set forth in the license and lease form in Schedule B.
Section 3. Spread of Minimum Royalties. Owens shall be entitled to "spread" the minimum royalties on all Lehrs; that is to say, the total minimum royalties for any one calendar year payable by Owens to Hartford for the use of any Lehrs, whether leased in accordance with the provisions of Article I or licensed in accordance with the provisions of Section 4 of Article II shall not exceed Four Hundred Dollars ($400.00) (or a lesser amount prorated in accordance with Section 9 of Schedule B) times the number of Lehrs which at the given time are held under Lease and License or under license under Section 4 of Article II.
Section 4. Extension of Rights and Obligations to Subsidiaries of Owens. The term subsidiary as used in this Agreement shall mean every corporation of which Owens owns over fifty per cent (50%) of the voting capital stock or has equivalent ownership. The rights acquired by Owens under this Agreement are hereby extended to each and every present and future glassware manufacturing subsidiary of Owens, which rights, however, shall continue only as long as Owens holds such rights and such subsidiary remains a subsidiary of Owens. While any such subsidiary is enjoying such rights, it shall be bound to Hartford for the obligations arising from the exercise of such rights. Owens shall be responsible to Hartford for the performance by every such subsidiary, while it remains an Owens subsidiary, of all such obligations to Hartford of such subsidiary.
ARTICLE II
Licensing of Lehrs Other Than
Hartford Lehrs
Section 1. Additional License Rights. It is understood and agreed that the rights hereby granted under this Article II shall be in addition to those provided for in Article I of this Agreement.
Section 2. Release of Owens by Hartford. Except as to those lehrs heretofore furnished by Hartford, Hartford hereby releases Owens from any and all claims by Hartford for infringement, both past and future, with respect to any and all lehrs heretofore built and now in the possession of Owens.
Section 3. License to Owens-Electric Lehrs. Hartford hereby grants to Owens a nonexclusive license running for the life of the patents under which this license is granted, without royalty. to make and/or have made for it, and to use in any and all factories now owned or hereafter acquired by Owens, any and all inventions covering lehrs and/or methods of operating lehrs which, or the right to grant the use of which, is now owned and/or is hereafter acquired by Hartford prior to July 1, 1941, for use only in connection with lehrs in which the heat used (apart from that introduced by the glassware itself) is produced substantially entirely by electricity. The license granted by this Section 3 shall not cover lehrs licensed by Hartford to and others subsequently acquired by Owens.
Section 4. License to Owens — Oil and Gas Fired Lehrs.
Hartford, in so far as it has the right to do so, hereby grants to Owens a non-exclusive, nonassignable (except to the successors to its entire glass container manufacturing business) and nondivisible (except to its subsidiaries) license running to July 1, 1941, to make and have made for it and to use gas and/or oil fired lehrs under any and all inventions covering lehrs and/or methods of operating lehrs which, or the right to grant the use of which, is now owned and/or is hereafter owned by Hartford prior to July 1, 1941, and Owens agrees to pay to Hartford for the use of such inventions, when embodied in gas and/or oil fired lehrs, hereafter built by or for and used by it, royalties at Hartford's lowest standard rates effective during the given time for the given type of lehr embodying such inventions and under similar terms and conditions.
The rates specified in Section 9 of Schedule B annexed hereto, constitute Hartford's present lowest standard rates. If more favorable terms or conditions shall be granted to others by Hartford, such more favorable terms or conditions shall be included by way of amendment to this license.
The following gas and/or oil fired decorating lehrs owned by Owens are now used under the terms of Sections 2 and 4 of Article II of this Agreement:
Col. No. 1 Cla. No. 1
Col. No. 2 L. A. No. 1
The licensing of any additional lehrs hereunder shall be evidenced by the addition to Schedule A hereof of a brief de-scription or identification of such lehr by amendment signed by duly authorized officers of Hartford and Owens.
Section 5. License to Hartford. Owens hereby grants to Hartford a nonexclusive license running for the life of the patents under which this license is granted, to make, use and/or sell under, and to grant sub-licenses to others under, all patents of Owens upon inventions relating to lehrs and/or methods of operating lehrs now owned or hereafter acquired by Owens prior to July 1, 1941. The right hereby granted to Hartford can be assigned to the successor to substantially the entire business of Hartford.
Section 6. Dixon Lehrs. It is agreed that as to the Five (5) Dixon Lehrs heretofore acquired from Atlantic Bottle Company and located at Brackenridge, Pennsylvania, Owens will pay to Hartford royalties, at Hartford's lowest standard rates, effective during the given time for similar types of lehrs embodying such inventions under similar circumstances, upon Hartford's establishing, by decree of a court of final jurisdiction, or by decree of a lower court from which no appeal has been taken, that Dixon lehrs embodying the same features as the above mentioned Dixon lehrs of Owens infringe one or more patents owned by Hartford, said royalties to begin at the date of such adjudication.
Section 7. Arbitration. In the event that any question shall arise as to whether such gas and/or oil fired lehrs as mentioned in Article II, Section 4 above, embody one or more features covered by patents owned by Hartford and/or if any other dispute shall arise falling within the general scope of this Agreement, the same shall be determined by arbitration under the rules, then obtaining, of the American Arbitration Association and judgment may be entered on the award in the highest court having jurisdiction.
Section 8. Hartford hereby grants to Owens without royalty a nonexclusive, nondivisible license for the United States, to make and have made for it and to use in the factories of Owens and its subsidiaries the inventions set forth in the last four (4) claims 19, 20, 21, and 22 of Amsler patent No. 1,837,311, and in claims 24 and 25 of Mulholland patent No. 1,833,090. Said license shall run for the full term of said patents.
In witness whereof the parties have hereunto set their hands and seals, acting herein by their respective officers duly authorized therefor.
HARTFORD-EMPIRE COMPANY, By F. Goodwin Smith, President. Attest: Arthur T. Safford, Jr., Secretary.
(Signed October 14, 1935-10:13 A. M.)
OWENS-ILLINOIS GLASS COMPANY By Wm. E. Levis, President. Attest: John H. McNerney, Secretary.
Owens-Illinois Pacific Coast Company hereby accepts the rights extended to it by the foregoing Agreement as a glassware manufacturing subsidiary of Owens and binds itself to Hartford for the obligations arising from its exercise of such rights, but upon the condition that it shall not be responsible for the acts or covenants of Owens or any other subsidiary of Owens.
OWENS-ILLINOIS PACIFIC COASTCOMPANY, By Harold Boeschenstein, Vice President. Attest E. F. Martin, Asst. Secretary.
SCHEDULE A
Annexed to Consolidated Lehr Agreement Between Hartford-Empire Company and Owens-Illinois Glass Company. Dated: October 1, 1935.
Description of Lehrs Covered by Agreement. Hartford Lehr, Class 133, Types "D" and "E"; also, Types "F", "G", "H" and "K" all equipped to anneal or treat ware specified elsewhere in this contract and including the following equipment:
1. Motors to suit Licensee's current characteristics.
2. Motor Drive and suitable speed change mechanism.
3. Control system including —
(a) Built-in Pyrometer System
(b) Draft Gauges Burner Equipment for oil or gas (city or natural).
5. Bottle Spacers.
The difference between the "D" and "E" Lehr generally is that of width, the "D" lehr being approximately 3" and the "E” lehr 42" in width. The standard length is 60 with a 15' platform but the length can be varied to meet particular conditions. Type "F" wide decorating, "G" narrow hand, "H" wide hand and "K" narrow decorating lehrs generally speaking are of approximately the same construction as the "D" and "E" lehrs referred to above with the addition of a top fire-box and heating-up zone.
Amendments to Schedule "A" of the Consolidated Lehr Agreement between Hartford-Empire Company and Owens-Illinois Glass Company, dated October 1, 1935: (See folder "Hartford-Lehrs")
(1) Decorating Lehr Cla. No. 2. Jan. 1, 1936
(2) Hartford Lehr No. 280, Type F — July31, 1936 — O-I Pacific
(3) Decorating Lehr (Fmt.) No. 6 — Aug. 26, 1936
(4) Hartford Lehr No. 286, Type L — Feb. 26, 1937 V O-I Pacific
(5) Hartford Lehr No. 351, Type "LD" Class 51, Sept. 15, 1937 — O-I Pacific
SCHEDULE B
Annexed to Consolidated Lehr Agreement Between Hartford-Empire Company and Owens-Illinois Glass Company. Dated: October 1, 1935.
LICENSE AND LEASE NO. HU..........
Preamble.
This License and Lease, made this.............day of..................19......between the Hartford-Empire Company, a corporation organized under the laws of the State of Delaware and having a place of business at Hartford, Connecticut, hereinafter designated as Licensor, and...............a corporation organized under the laws of the State of...........................and having a place of business at..................hereinafter designated as Licensee,
Witnesseth: That whereas the Licensor is the owner of certain methods, designs and plans for machinery for the manufacture of glassware , and builds such machinery, and is the owner of Letters Patent of the United States and of certain applications now pending for Letters Patent of the United States, all relating to the machinery herein leased, or to the methods or processes performed by said leased machinery, and
Whereas the Licensee is engaged in manufacturing glassware, having a plant for that purpose at......................and desires to use machinery embodying inventions shown in said letters patents and patent applications in said business at said plant:
Now, Therefore, in consideration of the covenants and royalties hereinafter set forth, and a license fee of........... to be paid by said Licensee to said Licensor in the following manner........................to be paid upon the execution and delivery of this license and lease; and the balance of................within sixty (60) days after the "Hartford Lehr" described in Schedule "A" annexed hereto, hereinafter termed the "leased machinery", is ready for shipment to Licensee; and in consideration of the covenants of the parties hereinafter set forth, it is hereby mutually agreed as follows:
SECTION 1.
Extent of License and Lease.
The Licensor hereby leases to the Licensee and hereby licenses the Licensee to use the said leased machinery. Provided, However, that the license and lease is limited (not absolute) , and confers only the right to use said leased machinery in continental United States, and in the manner and for the purpose hereinafter set forth, and not otherwise.
It is agreed between the parties hereto that no obligation whatsoever rests upon or is assumed by the Licensor that other machinery and equipment of the Licensee or of others will operate successfully or efficiently in conjunction with the said leased machinery of the Licensor.
SECTION 2.
Preparation and Installation.
The Licensee agrees, upon receiving drawings and lists showing locations and dimensions of said leased machinery, to furnish and have ready proper floor space, foundations, controlled air and fuel pressure, piping, tools, power and such other adjuncts and equipment as are required, to the complete satisfaction of the Licensor.
SECTION 3.
Delivery and Installation.
The Licensor, as soon as reasonably possible after the provisions of Section 2 have been complied with, shall deliver said leased machinery f.o.b. rail shipment at place of manufacture, and shall aid in installing said leased machinery as provided in Schedule "B" annexed here to. The Licensee agrees to proceed diligently with the installation of said leased machinery as soon as the same is delivered, and to accept the machinery and pay royalties to the Licensor as called for by Section 9 of this license and lease.
SECTION 4.
Term.
The term of this license and lease, unless sooner revoked or terminated as provided elsewhere herein shall run as an initial period until October 1, 1943, including a privilege, if claimed by the Licensee in writing before the expiration of the said initial period, of one renewal for a supplemental period of eight (8) years, upon all the conditions hereof, except as to installation and further renewal, and without additional license fee for such renewal.
SECTION 5.
Licensor Retains Title.
It is understood and agreed that the Licensor and its successors and assigns, retains, and at its own option shall continue to retain throughout the term of this license and lease, complete title to said leased machinery.
SECTION 6.
Place and Nature of Use.
(a) Said leased machinery and all improvements thereon shall be used only for the annealing or treatment of the glassware defined as "Permitted Ware" in Schedule "C" annexed hereto, and only at said plant of Licensee located at...............or at any other plant owned by the Licensee.
SECTION 7.
Prohibition of Assignment.
The said leased machinery shall be used only by the Licensee or its operatives, and only at the plant or plants aforesaid. Neither the said leased machinery nor this license and lease shall be transferred, assigned or sublet by the Licensee, except to the purchaser of the entire glassware manufacturing business of the Licensee. If either be otherwise transferred, assigned or sub-let, or is adjudicated bankrupt, or a receiver is appointed over it, or if the Licensee make sany general transfer or assignment for the benefit of creditors, then and in any such case this license and lease may, at the option of the Licensor, be terminated.
SECTION 8.
Changes, Additions and Improvements.
No changes and no additions other than reasonable and necessary repairs and other than necessary or proper safety appliances, shall be made in or to said leased machinery except by consent of both parties to this license and lease, or except as provided in Section 14 hereof for the event of injunction, and except as pro-vided in this Section for improvement; and all changes and additions when made shall become the property of the Licensor.
The Licensee shall, during the term of this license and lease, be given the benefit, for the purposes set forth in and permitted by Section 6, of any and all improvements for use in and upon said leased machinery, which may be devised, developed or acquired by the Licensor, if and when said improvements shall, with the express consent of the Licensor, have been used commercially in the United States upon said leased machinery in the making of glassware, or upon machinery if identical type used by other licensees of the Licensor. In such event the Licensor will, upon written request of the Licensee, furnish to the Licensee with reasonable promptness, such parts as may be needed to apply the said improvements to the said leased machinery and at prices similar to those charged by Licensor for such parts to other similar licensees. Such improvements shall be used by the Licensee only in or upon the said leased machinery, and only during the term of this license and lease. All parts displaced from said leased machinery by the said improvements shall be returned to the Licensor.
The word "improvements," when used in this license and lease, shall be held to mean only (1) substitution of new parts for old parts of said leased machinery; or (2) changing old parts thereof; or (3) addition of new devices which are intended and adapted to become integral portions of such machinery and to perform only one or more of the original functions of such machinery; and not otherwise. Furthermore, the said word "improvements" shall not be held to include machinery of size or capacity greater than said leased machinery, even though of similar or identical function or functions.
SECTION 9.
Royalties-Minimum Royalty-Reports.
(a) The Licensee shall pay to the Licensor during the term of this license and lease a royalty of Two and One-half Dollars ($2.50) for each day, or any part there of, during which said leased machinery is used. Such royalty shall be paid monthly at the Licensor's office in New York funds on or before the fifteenth day of each month for the use of said leased machinery during the preceding calendar month.
(b) The Licensee shall pay a minimum royalty under this license and lease of not less than Four Hundred Dollars ($400) per year, payable in New York funds at the Licensor's office on or before the fifteenth day of January for the year last preceding during the entire term of this license and lease. Such minimum royalty shall begin to accrue on the first day of the calendar month next succeeding the date when said leased machinery shall commence to operate, and not later than the first day of the calendar month next succeeding Thirty (30) days after the date of shipment of the leased machinery to Licensee and the first and last payments hereunder shall be prorated according to the number of months during which such mini-mum royalty shall have actually been accruing in the first and last calendar years respectively.
(c) The Licensee shall, on or before the tenth day of each month, furnish to the Licensor, upon blanks provided by the latter, a properly certified statement showing the number of days that the leased machinery was operated during the preceding calendar month.
SECTION 10.
Insurance.
The Licensee shall also at its own expense procure and place in the hands of the Licensor good policies of insurance against fire upon such leased machinery to the amount of the full insurable value thereof, payable in case of loss to the Licensor; shall also pay all taxes assessed against said leased machinery, and shall hold and save the Licensor harmless against any and all damages and costs resulting from injury occurring to any of the said Licensee's employees or others on account of or in connection with said leased machinery, subsequent to the installation thereof.
SECTION 11.
Operation of Machinery.
The Licensee shall keep, use and operate said leased machinery and all parts thereof in a careful, safe, prudent, and proper manner; shall maintain the same in good order, damage by fire excepted as hereinafter set forth; shall not, without consent of the Licensor, add to or subtract from such leased machinery as supplied by the Licensor, excepting necessary or proper safety appliances, or allow changes to be made therein, or interfere with the proper operation thereof, or remove or deface any plates, dates, numbers or inscriptions placed thereon by the Licensor. The Licensee shall promptly notify the Licensor of the need of any repairs or renewals of said leased machinery, and the Licensee shall at its own expense effect such repairs and renewals, purchasing the necessary renewal parts from the Licensor. The Licensor agrees to furnish promptly such renewal parts at prices not in excess of the prices charged by responsible outside parties for parts of similar design, material and workmanship, If the Licensor declines or neglects so to furnish such parts, the Licensee may procure them elsewhere, but they shall not be installed on such machinery until they have been inspected and approved by a representative of the Licensor. The Licensee shall pay for the reasonable time and expenses of such representative.
SECTION 12.
Inherent Defects.
The Licensor shall remedy and make good without charge any inherent defects appearing in the materials of said leased machinery during one year from date of installation.
SECTION 13.
Acknowledging Validity of Patents.
So long as this license and lease remains in force, the Licensee agrees not to dispute the validity of the Letters Patent under which this license and lease is granted, so far as these patents apply to the methods and machine which are hereby licensed to the Licensee.
In case a final decree shall declare to be void all or substantially all of the Licensor's patents embodied in and relating to the said leased machinery, so that the Licensee is thereby evicted from all or substantially all of the benefits of this license and lease, then and in that case the Licensee may at its option revoke and terminate this license and lease, in which event the Licensee shall thereupon restore to the Licensor all of the said leased machinery and its appurtenances as provided in Section 17 hereof, and shall there-upon be relieved from paying further royalties. Provided, however, that until such revocation and restoration the Licensee shall continue to be bound by all the covenants and provisions of this license and lease.
SECTION 14.
Suits for Infringement.
(a) The Licensor will at its own expense defend any suits or claims brought against the Licensee for alleged infringement of patents based on the use of said leased machinery, unless or until the Licensor shall elect to effect a settlement there of The Licensee shall promptly inform the Licensor of any such suit or claim, or any threat or probability thereof, coming to the knowledge of the Licensee, and shall, at the Licensor's expense, fully and freely said the Licensor in defending the same; and shall further promptly inform the Licensor of any infringement of the Licensor's patents coming to the knowledge of the Licensee.
(b) The Licensor shall have the right to intervene in and defend, a party hereto, any suit brought against the Licensee during the term hereof which involves any contention that the making, selling or use of such leased machinery, or any improvement or part thereof constitutes an infringement of any patent.
(c) In case the Licensor shall be delayed in the performance of, or be rendered unable to perform all or any part of this license and lease, by reason of strikes, unavoidable accident, the non-arrival of machines or materials, or if the installation or operation of the said leased machinery shall be delayed or stopped by the process or order of any court of competent jurisdiction, the Licensor shall not be liable to the Licensee for any loss, delay or damage incurred thereby, Provided, however, that if the right of the Licensee to use the said leased machinery, or any part thereof, shall be suspended by reason of an order, decree or injunction issued by any court of competent jurisdiction, then during the continuance of restraint by such order, decree or injunction, or until the Licensor shall have substituted other machinery or parts as hereinafter set forth, which said Licensor agrees to do as promptly as reasonably possible, all the royalties set forth in Section 9 hereof shall be waived.
(d) In the event of such an order, decree or injunction being issued against any part or parts of said leased machinery, the Licensor reserves the right to substitute with reasonable promptness other machinery or parts for those involved in the injunction. The part or parts so substituted shall be of an efficiency substantially equal to that of the part or parts so involved in said order, decree or injunction and shall immediately become subject to all the provisions of this license and lease.
(e) In the event that such order, decree or injunction shall become permanent against any part or parts of said leased machinery, and no substitution of machinery or parts shall have been made with reasonable promptness as above stated, then in that event this license and lease shall cease and terminate in all its provisions, and if the said event occurs during the first three (3) years of the term of this license and lease, the Licensee shall be entitled to receive back the said license fee paid by it, after deducting there from such proportion thereof as the elapsed time under this license and lease shall bear to the said three years.
SECTION 15.
Right of Revocation.
In case the Licensee shall violate or fail to observe any of the conditions set forth in Sections 1, 3, 6a, 7, 8, 9, 10, 11, 18 and 19 of this license and lease, or shall cause the same to be violated, and such violation shall continue for a period of sixty (60) days in the aggregate in any one calendar year after notice has been given by Licensor to Licensee, the Licensor shall have the right at its option, to revoke and terminate absolutely this license and lease upon giving written notice to the Licensee of said revocation at least thirty (30) days before the time when such revocation is to take effect.
Except as provided in Sections 13, 14, 16 and 19, no termination or revocation whatsoever of this license and lease under any section hereof, nor the use of the remedy of injunction , accounting or re-possession shall, however, affect or in anyway discharge the liability of the Licensee hereunder, to pay and to continue to pay to the Licensor, the minimum royalty provided by Section 9 hereof, for and during the entire term of this license and lease, including its supplemental period if entered upon , nor shall any royalties paid by said Licensee be returned.
SECTION 16.
Commutation of Royalties.
It is further agreed that in the event of such revocation set forth in Section 15, the Licensee, in lieu of said obligation therein provided to pay the said royalties throughout said entire term, may at its option wholly discharge said obligation by paying to the Licensor within sixty days after said revocation a lump sum equal to fifty (50) per cent. of the minimum royalties (provided by Section 9) which would under this license and lease be payable during the remainder of said term, including its said supplemental period if entered upon; and provided further, that the Licensee may at any time during said term, including said supplemental period, revoke and terminate this license and lease in its option, by giving written notice to the Licensor sixty (60) days beforehand of its intention so to revoke and by paying to the Licensor, within said sixty days a lump sum in discharge calculated as above set forth in this Section .
SECTION 17.
Re-possession of the Machinery.
Upon the termination of this license and lease at the end of its initial or supplemental period, or sooner as herein provided, the Licensee shall return to the Licensor the said leased machinery and all appurtenances thereof, covered by this license and lease, in good condition, reasonable wear and use excepted, by delivering the same properly crated and packed f.o.b. cars at any convenient freight station near the plant of the Licensee. If said Licensee shall fail to deliver the machinery, the Licensor is hereby authorized to enter upon any premises where the said leased machinery may be and take possession thereof and remove it.
SECTION 18.
Inspection.
Duly authorized agents or employees of the Licensor shall at all reasonable times be allowed access to the said leased machinery for the purpose of inspecting the same and its operation and use, and the Licensee shall afford all reasonable facilities therefor.
SECTION 19.
Fire Loss.
(a) In the event that the said leased machinery shall be damaged by fire so as to cause a suspension of production there-with the Licensee shall immediately give written notice to the Licensor as to the extent and nature of the damage to the said leased machinery, and as to the plans and intentions of the Licensee relative to repairing the damage and resuming operations under this license and lease.
(b) In the event of such damage by fire, the Licensor, if so requested in the said notice, shall at its own expense and to an extent not exceeding the amount of insurance received, provide the Licensee with the machinery or parts thereof necessary to repair or replace the damaged machinery or parts. The Licensee shall at its own expense promptly and diligently proceed to install the said machinery or parts thereof. From the time when said notice is received by the Licensor and thereafter during only such time, not exceeding six months, as may be necessary for providing and installing the said machinery or parts, all the royalties set forth in Section9 hereof shall be waived.
(c) If the Licensee shall not within (6) months after the occurrence of the fire rebuild or otherwise repair the damage and resume operation under this license and lease; or if the Licensee shall fail to resume the payment of royalties when due, then in any of these cases the Licensor shall have the right at its option to revoke and cancel this license and lease.
SECTION 20.
Waiving the Conditions.
None of the terms of this license and lease shall be held to have been waived or altered unless such waiver or alteration is in writing, signed by an officer of the Licensor, expressly authorized thereto.
SCHEDULE A.
Annexed to License and Lease No. HL............; Dated ........
LIST OF MACHINERY AND ACCESSORIES FURNISHED.
Lehr No. .........
One Hartford Lehr, Class.........Type............equipped to anneal or treat ware specified elsewhere in this contract.
Including:
1. Motors to suit licensee's current characteristics.
2. Motor Drive and suitable speed change mechanism.
3. Control system including
(a) Built-in Pyrometer System.
(b) Draft Gauges.
4. Burner equipment for oil or gas (city or natural).
5. Bottle spacers suitable for hand setting-in to give any three rankings across Lehr. 8, 10 and 12 provided unless otherwise specified.
SCHEDULE B.
Annexed to License and Lease No. HL...........; Dated..............
INSTALLATION OF MACHINERY
1. The Licensor will furnish free of charge to the Licensee such general super-vision as the Licensor may deem necessary in connection with the installation of the leased machinery set forth in Schedule "A" annexed hereto.
2. The Licensor will, if requested inwriting by the Licensee, furnish a competent machinist to direct and assist in the said installation.
3. The Licensor will, if requested in writing by the Licensee, furnish a competent operator to instruct Licensee's operators in the operation of the said machinery for a period not exceeding two weeks from the time the said machinery is installed.
4. The Licensee will pay to the Licensor the entire cost incurred by the Licensor under (2) and of instructions under (3), including the traveling and living expenses of the men furnished, plus 10% of the said entire cost.
SCHEDULE C.
Annexed to License and Lease No. HL.........; Dated............
SPECIFICATION OF GLASSWARE
WHICH MAY BE ANNEALED
OR TREATED.
Permitted Ware.
The ware to be annealed or treated hereunder shall comprise Glassware (and parts thereof or therefor).
The following articles, however, are expressly excluded and shall not be produced hereunder:
(a) Bulbs and tubing and cane all when for use in the manufacture of incandescent electric lamps or for any other permanently sealed enclosure for electrical purposes.
(b) Signal and optical ware.
(c) Ware intended and adapted for use where its heat resistance, physical strength or chemical resistance or electrical properties in such ware is of substantial value ;and made from glass having a linear co-efficient of thermal expansion of less than .000006 per degree Centigrade, or containing more than five per cent boric oxide, or having a higher electric strength or higher thermal endurance or higher chemical resistance than a glass containing 80% silica, 10% sodium oxide, 5% boric oxide and 5% calcium oxide.
(d) Ware intended and adapted forholding food in the process of cooking or sterilizing, other than ware intended and adapted for packages for storage and sale of goods or for transportation of goods.
(e) Hot mold tumblers; lantern globes; gas globes; chimneys; drawn tube and cane.
(f) Marbles and lithographers ' balls.
(g) Flat glass, that is to say, plate glass, sheet glass, window glass, rough rolled and ribbed glass and also figured glass, colored and wire glass of the foregoing kinds in this paragraph (g), but not including glass blocks or sections thereof.
(h) Glass vacuum bottles comprising any bottles, jars, jugs and/or carafes containing or consisting of a glass filler constructed of an inner cylinder enclosed within an outer cylinder with a substantial vacuum between the two cylinders.
Exhibit No. 142. Letter dated Dec. 13, 1938, from G. S. Quay, Hartford-Empire Company, recapitulating royalties paid and received from Hazel-Atlas Glass Company. Printed on Page 276, Dec. 14th issue.
(Exhibit No. 143)
(Received in evidence Dec. 15; Verbatim Record, Page 278.)
General Feeder License Agreement
Between Hartford-Empire Company
and Ball Brothers Company
Agreement made and entered into as of the 25th day of March, 1933, between Hartford-Empire Company, a corporation of Delaware having its principal place of business at Hartford , Connecticut, (hereinafter called "Hartford") , and Ball Brothers Company, a corporation of Indiana having its principal place of business at Muncie, Indiana (hereinafter called "Ball").
WHEREAS Hartford is the owner of patents, patent applications and patent rights relating to glas-working [sic] glass-working machines and the manufacture of glassware, some of which are set forth in Schedule G annexed hereto, and is engaged in the development and the commercializing of inventions relating to such machinery and manufacture,
WHEREAS Ball is engaged in the manufacture of glassware, particularly of fruit jars for domestic (household) use, and prior to the date hereof has used certain glass-feeding machines and methods as to which there has been a controversy as to whether or not the same infringe certain patents of Hartford,
WHEREAS Ball also owns certain inventions, applications for letters patent and patents of the United States relating to the manufacture of glassware, which Hartford desires to secure the right, on certain conditions, to acquire, and
WEREAS [sic] WHEREAS Hartford and Ball desire to put at rest all questions concerning, and to effect a settlement for, and any and all claims as to any past infringement by Ball of Hartford's patents and in connection with such settlement Ball desires to secure license rights under Hartford's patents, patent applications and patent rights relating to the feeding of molten glass and also desire the right to acquire certain of Hartford's equipment;
NOW, THEREFORE, in consideration of these premises and the convenants [sic] covenants, payments and royalties hereinafter set forth, the parties agree as follows —
ARTICLE I
Setlement [sic] Settlement for Past Claims of
Infringement
Section 1. Payment of Damages. Ball hereby agrees to pay to Hartford the sum of One Hundred Fifty Thousand Dollars ($150,000), payable upon the execution of this Agreement.
Section 2. Release. Hartford hereby releases Ball and its present subsidiary, Ball Brothers Glass Company, a Texas corporation, from any and all claims and demands by Hartford in law or equity for profits and/or damages arising from alleged infringement by Ball and/or its subsidiary occurring prior to the date hereof of any and all patents of Hartford, in so far as said infringement consisted in the making, using or selling by Ball of glass-feeding machines and/or methods.
Section 3. Future Status of Ball's Inventions. Ball agrees that any time during the life of this Agreement that it may desire to dispose of or license others to use any of the inventions relating to glass-feeding machines and/or methods which are embraced in any of the patents set forth in Schedule B annexed hereto, or any of them, or in any other patent or patents owned or controlled by Ball relating to glass-feeding machines said patent or patents to Hartford on the same terms upon which it is willing to sell the same to others and if Hartford shall elect to acquire such rights upon the said terms then Ball shall, at the request of Hartford, execute such documents as are necessary to vest such rights in Hartford,
Section 4. Use of Ball Feeders. Ball has at this time certain feeders, which are described in Schedule A annexed hereto, and which are the subject of the controversy referred to in the preamble of the Agreement, and Ball may hereafter construct additional such feeders under the provisions of ARTICLE III Section19 hereof. Ball agrees, as a part of the settlement embraced in this Agreement, that its use of such feeders during the life of this Agreement shall be subject to the right of Hartford to receive royalties on account of the future use thereof by Ball, which royalties shall be on the same basis as if such feeders were the property of Hartford. Ball further agrees that during the life of this agreement it will not convey any of such feeders to others without first offering the same to Hartford at the price of $100.00 each and Hartford shall thereupon have the right to purchase the same at such price.
ARTICLE II
Disposition of Hartford's Residual Fruit
Jar Rights
Section 1. Definitions. (a) "Fruit jars for domestic (household) use" shall mean generally the term as used in the glass industry — the intent being to include all kinds and sizes of the regular Mason jar with sealing shoulder with screw thread that fits regular Mason fruit jar caps; Lightning style fruit jars; and other sealing jars intended to be shipped to the trade to be sold empty to the ultimate consumer, either with or without caps; but not to include jars manufactured for packers to be filled by them before selling to their trade.
(b) "Ball Feeders" is used to define the thirty-one (31) Ball air feeders (sometimes called "gob feeders") described and identified by location and number in Schedule A annexed hereto, as well as any additional such feeders hereinafter constructed by Ball under the provisions of ARTICLE III Section 19 of this General Feeder License Agreement. Such term does not include any "flowing stream" feeders used by Ball.
(c) "Leased Single Feeder" is used to define any Hartford Single Feeder acquired by Ball under the provisions of Article III, Section 18 hereof, whether such Hartford Single Feeder is so acquired in substitution for, or in addition any of said Ball Feeders to Section 2. Covenant as to Residual Fruit Jar Rights. Hartford agrees, if Ball shall make the minimum payments provided in Section 3 below, that it will not hereafter during the continuance of this General Feeder License Agreement grant to any person, firm or corporation other than Ball, any further license or right to use continental United States for the mak
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Supplemental Agreement between Hartford-Empire Company and Lynch Corporation.
This Agreement made this 23rd day of August, 1933, by and between HARTFORD-EMPIRE COMPANY, a corporation organized under the laws of the State of Delaware and having its place of business at Hartford, Connecticut (hereinafter called "Hartford"), and LYNCHCORPORATION, a corporation organized under the laws of the State of Indiana, and having its principal place of business at Anderson, Indiana (hereinafter called "Lynch") ,
WITNESSETH THAT,
WHEREAS Hartford has the right under a certain Agreement dated July 1 ,1932, to a non-exclusive and divisible license in inventions hereinafter and prior to January 3, 1945, to be made or acquired by the Owens-Illinois Glass Company (hereinafter called "Owens"), and relating to feeder fed glass forming machines, and
WHEREAS Lynch desires to acquire aright to use such inventions in its manufacture of forming machines;
NOW THEREFORE, for and in consideration of the sum of Ten (10) Dollars and other good and valuable consideration to Hartford in hand paid, receipt whereof is hereby acknowledged, parties have agreed as follows:
SECTION 1 — DEFINITIONS
(a) "Licensed Future Inventions" shall comprise those United States rights in inventions, or apparatus for, or methods of forming glass by forming machines if and so far as such inventions are used or usable with, but only for use with, apparatus for and/or methods of glass feeding, other than drawing glass by suction into molds, and other than hand manipulated punties, hand manipulated blowpipes, or other hand processes, herein-after and prior to January 3, 1945, made or acquired by Owens, and in which Hartford is or becomes entitled to a license under its above-recited contract with Owens, but only so long as such contract between Owens and Hartford remains in force.
(b) "Hartford Feeder Licensees" shall comprise those glass manufacturing companies which hold, or may hereafter and prior to January 1, 1951, hold, licenses and/or leases from Hartford for the use of feeders, but only to the extent to which they are authorized by their agreement with Hartford to use the leased and/or licensed Hartford feeders.
Section 2. License to Lynch. Hartford hereby grants Lynch a non-exclusive license for the United States to make and deliver forming machines embodying licensed future inventions to any person or concern that has obtained from Hartford a license under said inventions to use such forming machine; Provided, however, that Lynch shall have the right to make and deliver to any Hartford feeder licensee any such forming machine, if such feeder licensee has agreed in writing to accept a license of the scope heretofore required under Section 3 hereof to offer to its licensees.
Section 3. Hartford Agrees to Extend Feeder Licenses. Hartford agrees to offer, and upon the acceptance of the licensee, to extend each of its feeder licenses here-tofore or hereafter made to include, without additional production royalty, a non-transferable right to use with feeders, if and when operated under such feeder licenses, forming machines acquired from Lynch and embodying licensed future inventions.
Section 4. Right to Lynch to Make for Delivery to Foreign Countries. Hartford further grants to Lynch a non-exclusive license to make machines of Lynch's own designs embodying licensed future inventions for sale or consignment for delivery into countries foreign to the United States; Provided, however, that nothing herein granted shall give Lynch any license under patents in countries foreign to the United States and owned by Hartford or by others to make, use or sell such machines.
Section 5 — Term. This agreement and the license thereunder granted from Hart-ford to Lynch shall extend until January1, 1951, unless terminated earlier in accordance with the provision of Section 7.
Section 6 — Binding on Successors. This agreement and the license herein granted shall extend to and be binding upon the successors of the entire business of the parties, but shall not otherwise be transferable.
Section 7 — In the event that Lynch shall be declared bankrupt, or shall have a receiver placed over it after notice and hearing, and such appointment shall not be vacated within ninety (90) days, or shall make an assignment for the benefit of creditors, Hartford shall be entitled to revoke this agreement and any license granted hereunder by giving written notice to Lynch; Provided, however, that the license herein granted shall continue as to any machine made hereunder during the continuation of this Agreement.
In witness whereof the parties have hereunto set their hands and seals by their respective officers thereunto duly authorized the day and year first above written.
HARTFORD-EMPIRE COMPANY,
(Seal) By F. Goodwin Smith,
President.
Attest:
Arthur T. Safford, Jr.,
Secretary.
LYNCH CORPORATION,
(Seal) By T. C. Werbe,
President.
Attest:
J. L. Watts,
Secretary.
Feeder License from Lynch Corporation to Hartford-Empire Company.
This License Agreement made this 23rd day of August, 1933, by and between LYNCH CORPORATION, a corporation of the State of Indiana, having its principal place of business at Anderson, Indiana (hereinafter called "Lynch"), and HARTFORD-EMPIRE COMPANY, a corporation of the State of Delaware, having its principal place of business at Hartford , Connecticut (hereinafter called "Hartford"),
WITNESSETH THAT For and in consideration of the sum of One Hundred Twenty Five Thousand (125,000) Dollars to Lynch in hand paid, receipt of which is hereby acknowledged, it is agreed that
1. Definition of Feeder Inventions. Feeder Inventions shall be defined and held to include all inventions (applications and patents) and/or assignable or divisible interests therein, now owned or controlled, or hereafter and prior to January 1, 1951, owned, acquired or controlled by Lynch, when embodied in apparatus for or methods of feeding and/or supplying glass to glassware forming machines, other than by drawing glass by suction into molds. Inventions embodied in methods of and apparatus for drawing glass by suction into a gathering cup (not a mold) and discharging the gather into a mold, are however included in Feeder Inventions.
2. License to Hartford. Lynch grants to Hartford the full, complete and exclusive right to make, use and sell, and to license others to make, use and sell, each and every said feeder invention. The license hereby granted shall be limited to the United States, shall be without royalty, and as to each invention, shall extend for the full term of any United States patent to be issued therefor.
3. Lynch Contract with Employees. Lynch hereby agrees that it will secure from its employees adequate agreements whereby it shall acquire the complete rights to any such invention as may be made by such employees during the said term of this agreement.
4. Disclosure of Inventions. Lynch agrees to promptly and fully disclose to Hartford any invention included in the foregoing license.
5. Right to Prosecute Applications. Lynch agrees that Hartford, through attorneys of Hartford's own selection, butat Hartford's expense, may file and prosecute applications for patents on said licensed inventions when the sole use or usefulness of such invention resides in the field of this license, and Lynch agrees to execute suitable powers of attorney for that purpose, and to do such other necessary and proper things to assure the issuance of proper patents thereon, but at Hartford's expense.
6. Lynch further agrees that it will itself, and through its employees, but at Hartford's expense, aid Hartford in all proper ways, in the preparation for and trial of any such infringements suits as Hartford may be entitled to bring.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals this 23rd day of August, 1933, acting herein by their respective officers duly authorized therefor.
LYNCH CORPORATION,
(Seal) By T. C. Werbe,
President.
Attest:
J. L. Watts,
Secretary.
HARTFORD-EMPIRE COMPANY,
(Seal) By F. Goodwin Smith,
President.
Attest:
Arthur T. Safford, Jr.,
Secretary.
(Exhibit No. 151)
Received in evidence Dec. 16. Verbatim Record, Page 298.
Letter from Arthur T. Safford, Jr.,
secretary, Hartford-Empire Company,
to Mr. T. C. Werbe, president,
the Lynch Corporation,
Anderson, Ind., discussing licenses
for forming machines.
HARTFORD-EMPIRE COMPANY
Glass Working Machinery
Hartford, Conn.
Cable Address:
EMHART September 20, 1933.
Mr. T. C. Werbe, President,
The Lynch Corporation,
Anderson, Indiana.
Dear Mr. Werbe:
This is in answer to your letter of September 13 regarding Universal and the procedure to be followed generally granting forming machine licenses to those persons who wish to obtain forming machines from you. If Universal advised you that they had an H-E forming machine license they are evidently laboring under some misconception as to the extent of their present license. This license is merely to cover six feeders for the production of principally milk bottles.
We shall, however, send them a forming machine license some time this week along with our form letter and such other information in regard to their particular situation as seems necessary.
As to your new contract form. I believe that Mr. Miller has now approved of it and that he will send it to you as quickly as possible, if he has not already done so.
Mr. Parham has already explained to you that we are issuing no formal licenses for existing machines and that the license for future machines is now ready. As our general procedure for dealing with such person who wishes one of your forming machines we suggest the folowing [sic] following:
(1) We will send you a list of our feeder licensees and keep it revised for you.
(2) When you get an order for a forming machine you will advise us.
(3) If it is from a feeder licensee we shall then forward to the licensee our standard forming machine license agreement adapted to the licensee's particular field of ware. This license he is to sign and return to us.
(4) If he is not a licensee then you will decline to furnish the machine in such language as appears proper to you under the circumstances.
(5) If it is to a feeder licensee to whom we are sending a forming machine license you will send your usual sales contract for execution.
(6) When we have advised you that our forming machine license is signed and you have a signed copy of your own contract, you can then make delivery of the machine.
The above is merely our suggestion for handling the matter. If some part of it disturbs your ordinary routine, or you believe it will harm your delivery of machines, please write us and we will settle it in some mutually satisfactory fashion.
It may take some time to get these various details ironed out, but once we get started there will not be very much difficulty about our contractual relations and those with the people who wish to use these machines.
Yours very truly,
(Signed) ARTHUR T. SAFFORD, Jr.,
Secretary.
I certify that this is a correct copy of the original document, with the exception of possible typographical errors.
LYNCH CORPORATION,
By E. Poelmore,
Assistant Secretary.
(Exhibit No. 152)
(Received in Evidence, Dec. 16. Verbatim Record, Page 298.)
Amended agreement, Nov. 12 , 1936,
between the Hartford-Empire
Company and the Lynch Corporation.
AMENDED AGREEMENT
BETWEEN
HARTFORD-EMPIRE COMPANY
AND
LYNCH CORPORATION.
WHEREAS on the 23rd day of August. 1933. Hartford-Empire Company, a corporation of the State of Delaware, having its principal place of business at Hartford, Connecticut (hereinafter called "Hartford") and the Lynch Corporation, a corporation of the State of Indiana, having its principal place of business at Anderson, Indiana (hereinafter called "Lynch"), entered into a certain License Agreement relating to patent rights then owned or controlled by the said companies, and applicable to glass forming machines, and
WHEREAS the parties desire to amend and modify that agreement in certain particulars,
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties have agreed as follows:
The said Agreement of August 23, 1933, is hereby affirmed as amended in the following particulars :
A. After Section 1 (a) insert the following Section 1 (a1):
(a1), Lynch "Press" and "Press and Blow" Forming machines shall comprise forming machines of the types manufactured by Lynch prior to October 31, 1938, by means of which the final glass article or the blank or parison is formed entirely by pressing in a mold, and in which the article is maintained in upright position throughout its entire formation. Such machines are now known in the trade as Lynch JP, JPS, JPL, JPM, MPLS, PB, PBS, PEN, M, MT and DA.
B. Cancel Section 3, and substitute therefor the following:
Section 3. License to Lynch for Licensed Forming Machine Inventions.
(a) Hartford grants to Lynch a non-exclusive license to make and sell, and license others to use, Lynch "Press" and "Press and Blow" Forming machines embodying Hartford Licensed Forming machine inventions, said inventions being those in existence on August 23, 1933, and defined by Sections 1 (a), (b) and (c) of the Agreement of that date between Hartford-Empire Company and Lynch Corporation.
Lynch agrees to pay to Hartford a royalty of One Hundred Dollars ($100.00) on each such Lynch "Press" or "Press and Blow" Machine sold in the United States, said royalty to be paid within thirty (30) days after the delivery of such machine.
(b) Hartford further grants to Lynch a non-exclusive license to make and deliver forming machines other than Lynch "Press" and "Press and Blow" Forming machines, and embodying Hartford li-censed forming machine inventions, said inventions being those in existence on August 23, 1933, and defined in Sections1 (a), (b) and (c) of the Agreement of that date, to any person or concern that has obtained from Hartford a license under Hartford forming machine inventions, to use such forming machines, provided however, that Lynch shall have the right to make and deliver to any Hartford feeder licensee any such forming machine if such feeder licensee has agreed in writing to accept a license of the scope Hartford is required under Section 5 hereof to offer to its licensees.
Nothing contained in this agreement shall be construed to grant to Lynch, or to a customer of Lynch, any right or license, expressed or implied, in or under any patent or invention of Hartford relating to methods of or apparatus for melting, feeding, stacking, annealing or tempering glassware whether or not such method or apparatus may be employed in connection with Lynch forming machines.
Lynch agrees that it will in connection with the sale of each Lynch "Press" or "Press and Blow" machine provide a written sales agreement including a statement substantially as follows:
"This machine as built and delivered embodies certain forming machine inventions owned by the Hartford-Empire Company, under which Lynch Corporation is licensed. By express provisions of its license, Lynch Corporation acquired no right from the Hartford-Empire Company under patents or inventions relating to methods of or apparatus for melting, feeding, stacking, annealing or tempering glassware which may or could be used with this machine. The sale of this machine is not to be construed as granting any right, express or implied, from the Lynch Corporation or the Hartford-Empire Company, to use any invention of the Hartford-Empire Company other than those actually embodied in this machine, as built and delivered by the Lynch Corporation.
(c) Cancel Section 8 — "License Fee to Lynch" — of said Agreement of August 23, 1933.
(Exhibit No. 153)
HARTFORD-EMPIRE COMPANY: Analysis of Financial Statements
Exhibit No. 154. Letter from Hartford-Empire Company to George Day of Detroit, dated Feb. 1 , 1928, discussing proposed glass factory in Detroit. Printed on Page 304, Dec. 16th issue.
Exhibits Nos. 155 to 158. Letters exchanged between Obear-Nester Glass Company with Lynch Corporation, discussing licenses on glass machines. Not set out in extension of record but ordered filed by Committee.
Exhibit No. 159. Letter from Hartford-Empire Company to Corning Glass Company, dated Nov. 20, 1937, discussing possible competition in heat-resisting glassware. Printed on Page 314, issue of Dec. 16th.
(Exhibit No. 160.)
(Received in Evidence Dec. 16, Verbatim Record, Page 316.)
Contract between Owens-Illinois
Glass Company and Corning
Glass Works for the formation
of the Owens-Illinois Fiberglas
Corporation, dated Oct. 28, 1938.
This contract was referred to in the testimony of Mr. Charles B. Belknap, executive vice president of the Owens-Illinois Glass Company. Verbatim Record, page 316, with the suggestion by Mr. H. B. Cox, chief counsel, that it be received and marked as an exhibit but that he had "no desire to have it printed in the extension of the record." Chairman O'Mahoney thereupon ordered that the contract "be marked as an exhibit and filled with the Committee." The text of the contract as submitted reads:
AGREEMENT made the 28th day of October, One Thousand Nine Hundred and Thirty-eight, between Owens-Illinois Glass Company, an Ohio corporation , sometimes herein called "Owens-Illinois," party of the first part, and Corning Glass Works, a New York corporation, sometimes herein called "Corning," party of the second part.
WHEREAS, the parties desire to transfer certain of their assets and business relating to the manufacture of fibres and products made therefrom and research with respect thereto, to a corporation solely in exchange for stock and securities of such corporation, in which immediately after transfer the parties hereto will own more than eighty per cent (80%) of all classes of the outstanding stock of such corporation, the stock to be received by each party to be substantially in proportion to the interest of such party in the property transferred to such corporation prior to such transfer and to adopt a plan therefor.
THEREFORE, in consideration of the covenants and conditions contained herein, the parties hereto agree as follows:
(1) The parties shall cause a corporation to be organized under the laws of the State of Delaware with a certificate of incorporation substantially in the form attached hereto as Exhibit 1. The corporation so to be organized is sometimes herein referred to as "New Corporation."
(2) On closing date each party shall transfer to New Corporation its assets and properties listed or described on Exhibit 2 attached hereto,
(3) In exchange for such assets and properties of the respective parties, New Corporation shall
(a) Issue to Corning 3,500 shares of preferred stock at $100 a share ($350,000).
(b) Issue to Corning common stock at the rate of one share for each $25 of the excess of the fair market value of such assets and properties transferred by Corning, as determined by the appraisal and valuation hereinafter provided for, over $350,000.
(c) Issue to Owens-Illinois common stock at the rate of one share for each $25 of fair market value of such assets and properties transferred by Owens-Illinois, as determined by the appraisal and valuation hereinafter provided for, up to but not in excess of the number of common shares issued to Corning as herein before provided.
(d) Issue preferred stock at the rate of one share for each $100 of the fair market value of the assets and properties transferred by Owens-Illinois, as so determined, over and above the amount thereof covered by the common shares issued to Owens-Illinois under (c) above at $25 per share.
In the issuance of the shares as above provided, any fractions of shares shall be wholly ignored.
(4) The following shall be and hereby are appointed a committee, the first two of whom represent Owens-Illinois, the second two, Corning, and the third two, New Corporation, for the purpose of appraising and determining the fair market value on the closing date of the assets and property transferred to New Corporation as aforesaid, except patents and patent rights: Harley Yetter, Rodney Marsh, A. C. Freligh, John Roemig, George E. Gregory and Frank Allen. The decision of a majority of such committee as to fair market value of such assets and properties shall be binding and final on both parties and New Corporation. Such committee shall certify in writing as soon as possible to each party and to New Corporation such fair market value of such assets and properties so transferred by each of the parties respectively to New Corporation. Within ten days after receipt of such certificate, New Corporation shall issue to each of the parties certificates evidencing ownership of the shares of New Corporation required to be issued to each of the parties as herein before provided. The value of the patents, patent rights and license rights to be transferred to New Corporation hereunder, which are owned equally by the transferors, is Seven Hundred Thousand ($700,000), and they shall be included at such value in said appraisal and valuation.
(5) Owens-Illinois and Corning each shall purchase and pay for and New Corporation shall sell to each of them additional common stock of New Corporation as follows:
(a) Ten thousand shares of common stock at Twenty-five Dollars per share ($250,000) upon closing date against delivery of certificates therefor.
(b) Not in excess of four thousand shares of common stock of New Corporation at Twenty-five Dollars per share if and when called upon so to do by the Board of Directors of New Corporation as hereinafter provided at any time within six months after closing date.
(c) One Hundred Twenty-five Thousand Dollars worth of common stock on the 15th day of October of each calendar year, beginning with the year 1939 to and including the year 1946, and Fifty-five Thousand Dollars worth of common stock on the 15th day of October in the year 1947, unless the Board of Directors of New Corporation shall before such date in any year, by resolution adopted by two-thirds of the entire Board, declare that the money to become available to New Corporation as a result of such purchases for such year is not necessary to New Corporation. The purchase price per share of such stock shall be the per share net book value of the common stock of New Corporation out-standing on the last day of the previous fiscal year of New Corporation ending before such call, as shown by its audited balance sheet certified by its regularly employed independent public accountant.
(d) Not in excess of One Hundred Thousand Dollars worth of common stock of New Corporation in each calendar year after the year 1938 to and including the year 1945 if and when called upon so to do by the Board of Directors of New Corporation as hereinafter provided. The purchase price per share of such stock shall be the per share net book value of the common stock of New Corporation outstanding on the last day of the previous fiscal year of New Corporation ending before such call, as shown by its audited balance sheet certified by its regularly employed independent public accountant.
The commitments of each party are conditioned in all cases upon payment for an equal number of shares by the other. In the case of the commitment under sub-paragraph (c) hereof, payment for shares and delivery of certificates therefor shall be made at the principal office of New Corporation in the State of Delaware, unless the Board of Directors of New Corporation by resolution shall otherwise specify, and notice of such substitute place for payment and delivery shall be given in writing to each of the parties at least ten days prior to payment date. The calls of New Corporation upon each of the parties under subparagraphs (b) and (d) hereof shall be made by delivery to each party of notice thereof setting forth the amount of the call; the date of payment, which shall be not less than thirty days after the delivery of such notice; and the place of payment, together with a copy of the resolution of the Board of Directors authorizing such call certified by the secretary or an assistant secretary of New Corporation. Such resolution shall declare that in the judgment of the Board of Directors of New Corporation the amount of money to become available to it as a result of the call is necessary for working capital or for the expansion of its business or both.
On or before payment date in any case as above fixed or as set forth in such notice of call, each party shall deliver to the New Corporation at the place fixed for payment and delivery of, certificates its certified check for the amount to be paid by it. If either party fails to so deliver its check, the check of the other party shall be returned to it and it shall not be required to complete payment until full payment shall have been made by the party in default; whereupon the other party shall be required to complete payment within tendays. In case of such default, the obligation of the party or parties in default shall become fixed and absolute upon such payment date and no longer conditional upon payment by the other party.
(6) The transfers of real property shall be by good and sufficient deeds of general warranty, except as to liens of taxes not yet payable, zoning ordinances, legal highways, easements, rights of way and other encumbrances not affecting the use to which the property is devoted (except encumbrances to secure the payment of money). The transfers of tangible personal property shall be by good and sufficient bills of sale, assignments and other necessary and proper instruments of conveyance warranting the title thereto to bein the transferor, free and clear of all liens and encumbrances whatsoever soon as reasonably possible (before after closing date, as the case may be), each party shall deliver to New Corporation abstracts of title covering the real property transferred or to be transferred by it, accompanied by title opinions by competent counsel, showing merchantable title, except as above provided, in the respective transferors to such real property as of the date of such abstracts, which date shall be not before the date hereof.
(7) All contracts of each of the parties relating solely to the manufacture and sale of fibres shall be assigned to New Corporation excepting such as it shall decline to accept. New Corporation shall hold each of the parties harmless against all liability of every kind and nature resulting from the breach of any agreement so assigned to New Corporation after assignment thereof.
(8) Each party consents that New Corporation may use the name "Owens-Corning Fiberglas Corporation."
(9) Each party shall execute and deliver to New Corporation from time to time all such further deeds , conveyances, assignments, covenants and instruments as maybe necessary or proper to carry this agreement into effect, whether herein specifically mentioned or not, or for more conveniently evidencing the intention and agreement of the parties hereto.
(10) All notices which may be proper or necessary for one party hereto to serve upon the other with reference to this agreement, shall be in writing and shall be deemed sufficiently served if sent by registered mail, postage prepaid, and addressed to Owens-Illinois Glass Company, c/o Wm. E. Levis, President, Ohio Building, Toledo, Ohio, or to Corning Glass Works, c/o Amory Houghton, President, Corning, New York, as the case may be; but either party may, by written notice to the other, designate another address by such service.
(11) If either party shall fail to perform its obligations hereunder in any material respect, the other party shall have, in addition to all remedies provided by law, the right to cancel this agreement at or prior to the transfer of properties as aforesaid without liability on the part of the party so cancelling it.
(12) Disputes of any nature relating to this agreement shall be settled by arbitration. In case of dispute, each of the parties hereto shall appoint an arbitrator and the two so chosen shall designate a third arbitrator. If either party fails or neglects within a period of twenty days after receiving notice from the other, to select an arbitrator upon its part, or if, when the two arbitrators are chosen they cannot agree upon the third arbitrator within twenty days after the second arbitrator has been chosen, the Arbitration Committee of the American Arbitration Association, upon the request of either party, shall appoint the arbitrator or arbitrators who has or have not then been appointed hereunder from its national panel within a period of twenty days thereafter. All such questions and disputes shall be settled in accordance with the rules then obtaining of the American Arbitration Association. The award made by any two of the arbitrators shall be binding upon the parties, and judgment may be entered on such award in any court having jurisdiction .Each of the parties shall pay one-half of the cost of such arbitration.
(13) The execution and delivery of this agreement shall not become binding upon Corning until approved by the vote of two thirds of its stockholders at a meeting duly called and held for the purpose.
(14) On closing date Owens-Illinois ,Corning and New Corporation will execute and deliver to each other triplicate originals of an agreement in the form attached hereto marked "Exhibit 3."
(15) Corning and Owens-Illinois shallon closing date execute and deliver to each other duplicate original copies of an agreement in the form attached hereto and marked "Exhibit 4."
(16) New Corporation, before it shall convey to another than the transfer or hereunder any or all of the real property conveyed to it pursuant to the terms of this agreement, shall first offer the same to said transferor at the price which it is willing to take and at which it has received a bona fide offer from said other.
(17) Closing date, as hereinbefore provided in this agreement, shall be 2 o'clock P. M. on the 31st day of October, 1938.The deliveries of the several instruments and conveyances and the payments for stock required to be made on closing date shall be made at the time herein before fixed at the office of Corning Glass Works, Corning, New York.
(18) This agreement shall inure to the benefit of and shall be binding upon, the parties and their respective successors and assigns. Upon organization, New Corporation shall become entitled to exercise all rights conferred upon it hereunder, subject to all of the terms and conditions hereof, and shall become bound by all of the obligations imposed upon it hereunder, upon approval of two copies of this agreement by its officer or officers duly authorized by its Board of Directors, and by delivery of one such copy to each of the parties hereto. Such approval shall make effective as between New Corporation and the parties hereto the subscriptions and commitments to make further purchases of common shares under section 5 hereof, and shall bind New Corporation to enter into the agreement provided for under section (14) hereof. None of the provisions hereof shall be deemed to be for the benefit of any person, firm or corporation other than, and no claims or rights of action shall accrue hereunder except to, the parties hereto, New Corporation and their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their proper officers thereunto duly authorized and their corporate seals to be hereunto affixed the day and year first above written.
OWENS-ILLINOIS GLASS COMPANY,
By C. B. Belknap, Vice President.
Attest: John H. McNerney, Secretary.
CORNING GLASS WORKS,
By Amory Houghton, President.
Attest: William H. Curtiss, Secretary.
The foregoing agreement is approved.
WM. E. LEVIS, H. G. PHILLIPPS, C. B. BELKNAP, Committee of the Board of Directors of Owens-Illinois Glass Company.
The undersigned hereby approves the above agreement and assumes all of the obligations of New Corporation there-under, subject to all of the terms and conditions thereof.
IN WITNESS WHEREOF, Owens-Corning Fiberglas Corporation has caused this instrument to be executed by its proper officers thereunto duly authorized and its corporate seal to be hereunto affixed on the 31st day of October, 1938.
OWENS-CORNING FIBERGLAS
CORPORATION,
By Harold Boeschenstein, President.
Attest : A. C. Freligh, Secretary.
(Exhibit No. 161)
(Received in evidence, Dec. 16, 1938. Verbatim Record. Page 318.)
Owens-Illinois and Modigliani contract.
This contract was admitted into evidence with the suggestion of the Department of Justice that it need not be printed but merely certified. One section of the contract was referred to by Mr. Hugh B. Cox, chief counsel, in his questioning of Mr. Charles B. Belknap, executive vice-president of the Owens-Illinois Glass Company, Toledo. That portion, Section 13, reads:
13. Owens agrees that it will not export and will use its best endeavors to prevent the importation into the territory of Modigliani of
(a) Fibres as such made under such license.
(b) Fabrics , the major part of which are fibres made under such license.
(c) Articles, in which the value or mass of fibres contained therein or forming part thereof and under such license constitute more than twenty-five per cent (25 %) of the value or mass of the completed article.
And Owens further agrees that in granting licenses in the field of this agreement it will impose the above obligations.
Fabrics or articles falling within the field of this agreement, the exportation of which is not to be prohibited by this article, may be imported into any country notwithstanding that either party hereto holds a patent on an invention within the field of this agreement covering such article or the fibre contained therein or processes of producing the same.
(Exhibit No. 162)
Received in evidence Dec. 16, 1938. Verbatim Record, Page 320.
Letter from Hartford-Empire Company
to the Lynch Corporation,
dated March 31 , 1936.
March 31 , 1936.
Lynch Corporation,
Anderson, Indiana.
Attention: Mr. T. C. Werbe.
Gentlemen:
From time to time we have discussed with you some misunderstandings which have apparently arisen as to the interpretation of the license contract between our companies, and we feel that it is worthwhile to sum up the matter in a letter.
We understand that it has been suggested that no glassware manufacturer can obtain forming machines from the Lynch Corporation unless such manufacturer is also a feeder licensee of the Hartford-Empire Company. Of course, this is not what the contract says and is not what was intended. As is clearly stated in Section 3 of the Forming Machine Agreement, the Lynch Corporation has a license to deliver forming machines coming under Hartford-Empire patents "to any person or concern that has obtained from Hartford a license under Hartford's forming machine inventions to use such forming machines." We think it will be desirable that both you and ourselves make this plain whenever the question arises as to who can obtain forming ma-chines coming under Hartford patents.
As we now understand it, you are unwilling to eliminate from the Forming Machine Agreement the provisions of Section 8, page 9, to the effect that Hart-ford is required to pay license fees to Lynch or any excess of its annual production of patented forming machines over a prescribed capacity. We regret that you cannot agree with us that Section 8 should be removed from the contract but, of course, if you are not willing to have it removed, we can do nothing about it.
This letter will also confirm our understanding that the Supplemental Agreement, dated August 23, 1933, between Hartford and Lynch, is no longer in effect.
Adding to what we have already stated above, we wish to assure you that it is our policy to negotiate licenses for Lynch forming machines with any reputable glassware manufacturer, whether or not such manufacturer desires a feeder license from the Hartford-Empire Company.
Very truly yours,
HARTFORD-EMPIRE COMPANY .
By R. D. BROWN.
Co Messrs F. G. Smith, W. J. Belknap and Safford.
(Exhibit No. 135)
(Received in evidence Dec. 14, Verbatim Record, Page 269.)
GENERAL LICENSE
AGREEMENT BETWEEN THE
OWENS BOTTLE COMPANY,
HARTFORD EMPIRE COMPANY
AND OTHER COMPANIES,
DATED APRIL 9, 1924.
THIS AGREEMENT, dated April 9, 1924, between The Owens Bottle Company, a corporation of Ohio (hereinafter called "Owens"), The Graham Glass Company, The American Bottle Company and The Charles Boldt Glass Company (the said The Graham Glass Company, The American Bottle Company and The Charles Boldt Glass Company being controlled by Owens and hereinafter designated "Named Subsidiaries," parties of the first part, and the Hartford-Empire Company, a corporation of Delaware (hereinafter called "Hartford") , and the Hartford-Fairmont Company, a corporation of New York (hereinafter called "Fairmont"), parties of the second part. (It being understood (a) that Hartford owns all of the capital stock of Fairmont; (b) that Fairmont now holds, for the benefit of Hartford, title to some of the patents and patent rights for licensed inventions intended to be included in this agreement; (c) that Fairmont may sooner or later be dissolved and that all of such patents and patent rights will be assigned to Hartford before Fairmont is dissolved; (d) that all grants of licenses herein below made by Hartford are likewise made by Fairmont; and (e) that unless otherwise provided, the term "Hartford" shall include both Hartford-Empire Company and Hartford-Fairmont Company .)
WITNESSETH: That in consideration of the mutual promises and covenants herein contained the parties agree as follows:
Section 1. Definitions. Certain words and phrases hereinafter used shall be understood for purposes of this contract as follows:
A. The words "Licensed Inventions" shall be defined as and held to include all of the following inventions and/or as-signable or divisible interests therein now owned or controlled, or hereafter and prior to July 1, 1941, owned, acquired or controlled by any party hereto, in so far as the same are included in the Inventions described below in this Paragraph A of Section 1.
Inventions of apparatus for or methods of feeding molten glass (hereinafter called "Feeder") from furnaces to forming machines, excluding, however, from this definition apparatus for, and methods of, raising glass by suction into molds as used on the Owens Suction Type of Machine. Inventions relating to furnaces as such and other apparatus and not being functional parts of the feeding or forming process, shall not be included in Licensed Inventions.
Inventions of apparatus for or methods of forming glass by forming machines (hereinafter called "Formers"), if and so far as such inventions are used or usable with, but only for use with, apparatus for and/or methods of glass feeding, other than said suction raising methods, and other than hand-manipulated punties, and manipulated blow pipes and hand-manipulated ladles or like hand processes,
B. Hartford's Lowest Rates. This shall mean the lowest rates of royalty for any given ware (whatever form such royalty may take) which shall at the given time be charged by Hartford to any licensee in the United States for the production of the same class of ware on the same type of machine (subject to the exceptions named in the Provisos hereto). If Hartford has no licensee for such class of ware on such machine and if Owens and Hartford are unable to agree upon such rates, the same shall be determined by arbitrators after due consideration of the lowest rates under similar conditions charged others by Hartford for the manufacture of similar, but not necessarily machine identical, ware by the same and/or process, or the identical ware by other, but not identical machine and/or process and the relative efficiency thereof. Provided that the royalties paid Hartford by the Monongah Glass Company of Fairmont, West Virginia, Beech-Nut Packing Company, of Canajoharie, N. Y., and the Corning Glass Works of Corning, N. Y., under contracts now in force (and by also the Monongah Glass Company and by the Hazel-Atlas Glass Company on pressed ware), shall not be considered in determining said Hartford's Lowest Rates, and Provided also, that the royalties paid by Illinois Glass Company on Formers now installed or under order, not exceeding thirty-four (34) shall not so be considered.
C. Hartford's Income from Licensed Inventions. This phrase shall be defined and held to mean the total collected income of Hartford derived from (a) royalties, (b) license fees in excess of cost of manufacturing of licensed machines, (c) profits on manufacturing, lease, or sale of machines or parts, (d) settlement for damages and profits arising out of infringements or Licensed Inventions, (e) and other gross revenues, except as provided in Section 15, all of the aforesaid items being restricted to income arising from Licensed Inventions. Provided, however, that there shall first be deducted from said total collected income for any year, all sums which Hartford may by judicial decree be compelled to pay during such year for settlements of damages or profits arising out of infringements by Hartford of the patents of others, or which Hartford may by judicial decree be compelled to pay (unless in either case Owens waives such requirement of judicial decree) by reason of any assumption or guarantee by Hartford under its existing contracts, of such damages or profits recovered from its licensees, all arising from the manufacture, use or sale of the Licensed Inventions. All sums received (f) for or in connection with rights foreign to the United States, (g) or for interest or other profits on money, real estate or notes, stocks and bonds owned by Hartford, (h) or from the manufacture by Hartford of glassware, (i) and sums received from the Empire Machine Company or from stockholders of the Empire Machine Company as guarantors under contracts now in existence, are specifically excluded from Hartford's Income from Licensed Inventions. There shall be included as part of Hartford's Income from Licensed Inventions royalties on Feeders, at thirty (30) cents per thousand when used in producing electric light bulbs.
D. Divisible Income of Hartford. The Divisible Income of Hartford shall be calculated as follows:
From Hartford's yearly Income from Licensed Inventions there shall be deducted yearly the sum of Six Hundred Thousand (600,000) Dollars. The annual excess or remainder over and above such deduction shall constitute and be held to be Hartford's Divisible Income.
E. License Fees and Royalties. The words "License Fee" shall be held to mean any initial payment, in installments or otherwise, made upon the leasing of any mechanism embodying any Licensed Invention. The word "Royalty" shall beheld to mean any recurring periodical payment made in consideration of the right to use such a mechanism or process.
F. Containers. The word "Containers" as used in this agreement means containers as understood in the glass industry.
Section 2. Owens' License to Hartford. Owens and each of its Named Subsidiaries grant to Hartford, subject to the Provisos below in this Section, a divisible and assignable license to make or have made for it, license, use, lease and sell machines and/or methods, under all the Licensed Inventions of Owens and/or its Named Subsidiaries and under all United States patents now issued or hereafter issued thereon in so far as such patents may cover Licensed Inventions. Such license shall be exclusive and shall run for the life of such patents or the one last to expire; provided, however, that Owens and its Named Subsidiaries reserve to themselves the non-assignable (except as to their respective successors in business) and non-divisible (except as among Owens and its Named Subsidiaries) right to make or have made for them and to use any or all of the Licensed Inventions contributed by them, upon payment to Hartford of the royalties set forth in Section 5; and provided further, that any grant in this Section by Owens is subject to the outstanding licenses of Owens set forth in Schedule A. annexed hereto. Schedule B. hereunto attached is a list of some patents and applications an interest in which is owned by Owens and/or its said Named Subsidiaries, with a statement of such interest under which said license is hereby granted. It is recognized, however, that this Schedule B. may not be complete in its recital of all patents and applications under which a license is granted in this Section and that some patents and/or applications included in such Schedule may not relate to Licensed Inventions.
Section 3. Hartford's License to Owens. Hartford grants to Owens and to each of its Named Subsidiaries, severally, subject to the provisions of Sections 12 and 19, a non-exclusive, non-assignable (except as to their respective successors in business) and non-divisible license to make or have made for them and use machines and/or methods embodying the Licensed Inventions for the manufacture of containers (and parts thereof or therefor) other than pressed containers, subject, however, to all the outstanding exclusive licenses of Hartford and Fairmont enumerated in Schedule C. attached hereto. Such license to Owens and subsidiaries shall be under all Licensed Inventions and under all United States patents now issued or here-after issued thereon in so far as such patents cover Licensed Inventions, such license to run for the life of such patents or the one last to expire. Schedule D. hereunto attached is a list of some patents and applications, an interest in which is owned by Hartford and/or Fairmont, with a statement of such interest under which said License is hereby granted. It is recognized, however, that this Schedule D may not be complete in its recital of all patents and applications under which a license is granted in this section, and that some patents and/or applications included in such Schedule may not relate to Licensed Inventions.
Section 4. Owens Right to Lease or Buy Machinery. Owens and its Named subsidiaries shall have the right to take, on lease from Hartford, for the uses within the licenses herein granted Owens and its Named Subsidiaries, and at the Royalties provided in Section 5, such mechanisms embodying any of said Licensed Inventions, as shall be built by or for Hartford, paying therefor a License Fee as low as is charged any other licensee by Hartford for such mechanisms under similar conditions. If Hartford sells any such mechanisms , Owens and/or its Named Subsidiaries shall have the right to purchase, for the use within the licenses herein granted Owens, such mechanisms on the most favorable terms granted under similar conditions to any other.
Section 5. Royalties Payable by Owens. Owens and its Named Subsidiaries agree to pay severally to Hartford royalties on all Licensed Inventions used by them respectively including those rights transferred to Hartford by Section 2 hereof at Hartford's Lowest Rates, provided, however, that Owens shall be entitled to use in its own plants and to have used in the plants of its Named Subsidiaries prior to July 1, 1941, forty units, each unit consisting of one Feeder and one Former, upon the following terms.
(a) The division of such forty units among Owens and its Named Subsidiaries shall be determined by Owens from time to time and reported to Hartford at least three months in advance of such division.
(b) Owens shall report to Hartford on or before the 31st day of January of each year all the ware (including milk bottles)made upon such units for the preceding calendar year, shall compute the Royalties on such ware (excluding milk bottles) at Hartford's Lowest Rates and shall pay to Hartford the amount if any by which the Royalties so computed exceed an agreed sum of $440,000, provided, however, that if for any such calendar year Hartford's Income from Licensed Inventions exceeds $1,100,000 then for each $50,000 of such excess the above named forty units (including their component Feeders and Formers) shall be reduced by one unit for all the purposes covered by this Section5, but in no event shall the said forty units be so reduced to less than thirty units, nor shall said agreed sum of $440,000 be reduced in any manner or in any amount.
(c) If the total number of Formers used with such units exceeds the total number of such units (whether forty, or a number reduced as above provided),Owens and its Named Subsidiaries agree to pay severally to Hartford Former Royalties on such excess Formers at Hartford's Lowest Rates, and Owens shall designate at least three months in advance the responsibility for such excess Formers among itself and its Named Subsidiaries.
(d) The forty units or any of them maybe used by Owens or its Named Subsidiaries in the production of milk bottles, but when so used, Owens or its Named Subsidiaries shall pay Royalties on such production at Hartford's Lowest Rates without any credit or deduction by virtue of the provisions of Paragraph (b) hereof.
Section 6. Royalties Payable by Hartford.
(a) Hartford shall pay Owens, as a royalty, one-half of the Divisible Income of Hartford earned between the date hereof and the 1st day of July, 1941, when collected.
(b) In order to make the fiscal year under this agreement correspond with the calendar year, the following method shall be followed:
(c) The Divisible Income shall first be computed from April 10th, 1924, to December 31st, 1924, and for this purpose the Six Hundred Thousand (600,000) Dollars deducted by Hartford under Section 1-D. shall be proportionately reduced to Four Hundred and Thirty-three Thousand Three Hundred and Thirty-four (433,334) Dollars.
(d) For the first six months of each calendar year thereafter the Divisible Income of Hartford shall be computed by proportionately readucing [sic] reducing the said Six Hundred Thousand (600,000) Dollars, so deducted by Hartford, to Three Hundred Thousand (300,000) Dollars, and by deducting said Three Hundred Thousand (300,000) Dollars from the Income from Licensed Inventions for said six months, and then Hartford shall on that basis make payment on account.
(e) At the end of each calendar year the Divisible Income of Hartford shall be re-computed for the year, making due allowance for any payments on account made by Hartford. Payments shall be made by Hartford on or before August 1 and February 1 of each year on the Divisible Income for the preceding half calendar year. Royalties payable to Hartford hereunder for the six months' periods ending December 31 and June 30 of each year, shall be paid on or before the next succeeding February 1 and August 1, respectively.
Section 7. Status After 1941. On and after July 1st, 1941, each of the parties hereto shall thereafter continue to have and enjoy the same licenses under Licensed Inventions as are granted and/or reserved to them prior to said date by Sections 2 and 3 hereof. But such licenses shall after said date be wholly free, and without royalty, so that Hartford shall not thereafter pay any royalty upon or by reason of the use of such Licensed Inventions, either by way of division of its Divisible Income or otherwise, and Owens and/or its Named Subsidiaries likewise shall not thereafter pay any royalty to Hartford upon or by reason of the use of such Li-censed Inventions.
All the rights and obligations provided in Sections 5, 6, 8, 9, 10, 11, 18, 21, 22, 23, 24, 28, 29 and 31 shall wholly cease and terminate on July 1st, 1941.
Section 8. Prosecution of Infringements. Each party hereto shall vigorously prosecute infringements of patents owned or controlled by it, at its own expense. In case the parties shall not agree as to the proper suits to be brought and the patentor patents to be sued upon or the time for bringing such suit, the matter shall be submitted to arbitration. All interferences in the Patent Office between applications of any two parties to this agreement shall be settled by arbitration (taking into consideration the practical advantages to all parties to this agreement), in case such parties cannot agree on the manner of settling them.
Section 9. All Validity and Scope. All parties hereto acknowledge the validity and broad scope of all United States patents issued or to be issued to any of them on Licensed Inventions, excepting those of such patents under which Owens has outstanding exclusive license contracts, and shall actively assist in establishing the same. The above acknowledgment of validity and scope shall be effective only during the continuation of this agreement.
Section 10. Manufacturing by Hartford. In case Hartford or its successors in business shall prior to July 1st, 1941, engage in the manufacture of glassware using Licensed Inventions, it shall, until such date, pay into its Income from Licensed Inventions, Royalties at rates (excluding the forty units described in Section 5) not less than those payable by Owens for corresponding ware, made under similar conditions.
Section 11. Surrender of License by Owens. If Owens wishes to surrender the licenses herein granted to it and its Named Subsidiaries and its share of Hart-ford's income and withdraw from this agreement, it may do so for itself and its Named Subsidiaries by giving Hartford ninety (90) days' notice in writing on be-half of itself and its Named Subsidiaries. In such case, Owens shall be permitted to retain for itself and Named Subsidiaries, without further payments to Hartford a non-exclusive, non-assignable (except to their respective successors in business) and non-divisible (except among themselves right to make and use under the patents and inventions contributed by Owens and/or its Named Subsidiaries to Licensed Inventions or herein licensed to Hartford by Owens and/or its Named Subsidiaries, but all other rights under the patents and inventions contributed by Owens and/or its Named Subsidiaries to Licensed Inventions or herein licensed to Hartford by Owens and its Named Subsidiaries together with all rights under patents and inventions contributed by Hartford to Licensed Inventions or herein licensed by Hartford to Owens and Named Subsidiaries license (including Owens' from Hartford and its right to the forty (40) units described in Section 5) shall remain in or revert to Hartford. In case of such withdrawal, Owens and its Named Subsidiaries shall not be bound by the provisions of Sections 8 and 9 and 21 hereof; and in case of such withdrawal Hartford shall be entitled, at its own expense, to bring suit in the name of Owens, for infringement of the patents contributed or herein licensed to Hartford by Owens, and to retain for its own use any recoveries had therein.
Section 12. United States Rights Only. This agreement covers United States rights only and does not extend to any rights in countries foreign to the United States nor to income therefrom, nor to income from machines sold or leased for foreign countries.
Section 13. Arbitration. Matters not specifically covered by this contract but falling within its general scope and about which the parties are unable to agree, and all disputes arising under this contract or as a result thereof, or readjustments of rights of the parties in case this agreement or any part thereof shall be held to be invalid or unenforceable, shall be settled and finally determined by arbitration.
Section 14. Mutual Release. Each of the parties hereto releases the others from any and all claims or demands in law or equity for profits and/or damages arising from past infringements of any invention hereby licensed. Owens, however, agrees upon request of Hartford to sue any of Hartford's existing licensees for past damages or profits for infringements of Licensed Inventions; and Owens also agrees to grant upon request of Hartford a complete release to any such licensee for any and all claims for profits or damages arising from such past infringements for One Dollar ($1.00) or such other consideration as Hartford may name.
Section 15. Division of Certain Recoveries. Owens and Named Subsidiaries hereby agree to pay to Hartford out of all recoveries at law or in equity of damages or profits arising out of infringements prior to the date hereof of any or all patent rights hereby licensed to Hartford one-half of such recoveries after deducting the actual cost and expenses of such litigation. Payments made to Hartford under this Section 15 shall not be a contribution to or included in Hartford's Income from Licensed Inventions.
Section 16. Payments Considered Royalties. Amounts paid by Hartford to Owens under this Agreement shall be considered as Royalties for the licenses herein granted by Owens and its Named Subsidiaries.
Section 17. Voting Stock. Every party hereto shall at the request of any party vote all stock owned or controlled by it in any other corporation to the end of causing such corporation to assume and perform the same obligations as are assumed herein by the party which is the owner of such stock.
Section 18. Inventions by Employees. Each party hereto will use reasonable efforts to cause each of its present and future officers and employees engaged in the designing and/or development of machines, processes, methods or inventions, to sign an appropriate agreement with it to transfer and assign to it the full United States rights in and to any and all inventions, patents and patent rights designed, developed or discovered in the course of and during his such employment and coming within the definition of Licensed Inventions, to the end that such party hereto may be enabled to, and will contribute the same as contemplated by this agreement.
Section 19. Owens Licensees — Fields of Ware. Each of the several Named Subsidiaries of Owens shall, under the reservation of general right in Section 2 and/or under the rights acquired by it under Section 3, make only the ware specified in its license or licenses from Owens and now outstanding, except as otherwise consented to in writing by Owens.
Section 20. Owens Licensees — Royalties. Notwithstanding anything contained herein or in the several licenses from Owens to its Named Subsidiaries, each of the Named Subsidiaries shall, in respect of the ware manufactured by it under the Licensed Inventions, pay to Owens the royalty specified in its said licenses from Owens less the amount paid to Hartford But no breach of the hereunder requirements of this Section or of Section 19 shall in any way affect the rights of Hartford under this Agreement.
Section 21. Joint Purchase of Outside Rights. In case either Owens or Hartford desires to purchase prior to July 1st, 1941 other inventions, patents, or rights which, if owned by any party hereto, would come within the definition of Licensed Inventions, such prospective purchaser shall give the other of such parties, Owens or Hartford, the right to purchase with it the said inventions, patents and rights jointly, each hearing one-half of the cost thereof. In case such other party refuses to join in such purchase, the party proposing the purchase may, within five years from the date hereof submit the matter to the arbitrators provided for in this Agreement. Said arbitrators, if satisfied that the purchase will be advantageous to both Owens and Hartford, shall have power during said five years of this Agreement to order such purchase by Hartford, in which case the purchase price of said inventions, patents or rights shall be a deduction from Divisible Income of Hartford before calculating the royalty due "Owens" under Section 6 of this Agreement. But the arbitrators shall not have power to order the purchase of inventions, patents, or rights exceeding a total sum for any one year equal to one-half (½) of the Divisible Income of Hartford for the year immediately preceding. Nothing in this clause shall prevent either party from purchasing at its own expense any invention, patent or rights after the other party shall have had and refused an opportunity to purchase the same jointly on an equal division of the cost thereof; and in case such purchase shall be con-summated after July 1st, 1936, the party so purchasing shall hold such purchased rights free from any obligations under this Agreement.
Section 22. Licensing Restriction. Hartford may grant licenses under all the Licensed Inventions without the consent of Owens or its Named Subsidiaries except as follows:
No licenses shall be granted under the Licensed Inventions contributed by Owens and its Named Subsidiaries, for the manufacture of containers, without the consent of Owens, unless such license shall fall within one of the following classes:
Class A. To Hartford's existing licensees for machines now installed or for additional machines, and for the fields of ware covered by such existing licenses, or covered by outstanding contracts.
Class B. To any legitimate Glass Manufacturer (That is, one of good commercial and financial standing, not a commercial user of his own products) for the kind of glassware made by such manufacturer within the twelve months immediately preceding the date hereof, or to a successor in business of such manufacturer and only for use at the locality of the present plants of such manufacturer.
Section 23. As to Certain Specified Machines. It is mutually agreed that in the forty units described in Section 5, Owens will not employ, except as to features already embodied in Owens Formers (hereinafter described in Schedule E) features which are original in or peculiar to the particular Formers now in use by the Illinois Glass Company and described in Schedule F. It is further agreed that Hartford will not grant licenses, except as to features already embodied in Hartford's Formers, to use features which are original in or peculiar to the particular Formers now designed by Owens and described in Schedule E, without requiring the payment of a Former Royalty to be agreed upon, by Owens and Hartford or deter-mined by arbitration. If the descriptions in Schedules E and F cannot be agreed upon by Owens and Hartford within sixty days from the date hereof, such descriptions shall be determined by arbitration.
Section 24. Disclosure of Inventions. Hartford shall disclose to Owens, and like-wise Owens and/or its Named Subsidiaries shall disclose to Hartford semi-yearly on or before the first days of February and August in each year, all of the Licensed Inventions acquired by the discloser during the six months ending December 31st and June 30th, respectively, immediately preceding such dates of disclosure.
Section 25. Board of Aribtration. A. All matters which under this agreement are subject to arbitration shall be arbitrated by a Board of Arbitrators consisting of three members, to be chosen by the following named two parties, to-wit, Owens and Hartford.
B. Owens and Hartford shall each appoint an arbitrator. The two arbitrators shall select a third not connected with either company, to act for one year, subject to removal by the other two arbitrators.
C. Each of said two parties shall pay the compensation and expenses of the arbitrator appointed by said party and one-half of the compensation and expenses of the third arbitrator, and one-half of all other necessary expenses of the arbitration.
D. The decision in writing of the three arbitrators or of any two of them shall be final and binding upon all of the parties to this agreement who shall conform to and abide by said decision. Judgment may be entered thereon in any court having jurisdiction.
E. Each of said two parties shall appoint its arbitrator within thirty (30) days from the signing of this agreement, and such arbitrators shall continue to act until the party who appointed such arbitrator shall recall him and notify the other party of its selection of a different arbitrator. In case either party fails to appoint its arbitrator within thirty (30) days from date hereof, or incase either party fails to appoint a successor to its arbitrator in case said arbitrator dies or is unable or refuses to actor is recalled as arbitrator, within thirty (30) days after notice in writing shall have been served upon it by the other party requiring it to do so, the arbitrator appointed by the other party shall, until such time as the party in default appoints its arbitrator, act for both; his decision in writing shall be binding on both parties as though he had been appointed by consent, and both parties shall conform to and comply therewith.
F. The arbitrators shall meet during the odd calendar years at the main office of Owens and during the even calendar years at the main office of Hartford.
G. In case the arbitrators appointed by Owens and Hartford shall be unable to agree upon a third arbitrator within thirty (30) days after demand by one upon the other, the third arbitrator shall be selected by the presiding Justice of the Court of Appeals for the District of Columbia, for the term and subject to removal as provided in Paragraph B of this section.
Section 26. Amendments. It is hereby agreed that this contract may at any time be altered or amended by the consent of both Owens and Hartford.
Section 27. Binding on Successor. This agreement shall extend to and be binding upon the successors in business of each party to this agreement.
Section 28. Accounting. Owens and its Named Subsidiaries shall keep proper books and records showing the length of time each day that machines (including said forty units described in Section 5) embodying any of the Licensed Inventions are operated by them and the location thereof, respectively, and the number kinds and sizes of glassware produced each day thereby, all stated separately as to each machine and all other facts necessary or advantageous for carrying out the purpose of this agreement, all in such form, within reasonable limits, as shall be specified by Hartford. Such books and records shall at all reasonable times be open to the inspection of Hartford or its duly authorized agents. Owens and its Named Subsidiaries shall, on or before the 15th day of each month, furnish to Hartford upon blanks provided by Hartford, detailed statements giving in itemized form all the data above mentioned, properly certified, as to their respective operations, so far as may be required by Hartford, for the preceding calendar month. Hartford shall likewise keep proper book and records showing its receipts of Income from Licensed Inventions and such books and records shall at all reasonable times be open to the inspection of Owens or its duly authorized agents. Hartford shall on or before the 25th day of each month, render to Owens a statement showing the receipts of Income from Licensed Inventions during the preceding calendar month, showing separately the amounts received from the various source of such income mentioned in Section 1 hereof.
Section 29. Covenants of Title. Owens hereby covenants, —
(A) That it has either title or exclusive-license under each and every patent and application enumerated in Schedule B except as set forth in said Schedule B.
(B) That there are no licenses of any kind free of royalty outstanding in the Licensed Inventions under any patent of application listed in Schedule B. except as set forth in Schedule B. or in Schedule A. under the heading "Licenses Free of Royalty".
(C) That there is no outstanding license in the Licensed Inventions under any rights now owned or to be hereinafter acquired by it, except as set forth in Schedules A. or B.
Hartford and Fairmont hereby covenant —
(A) That it has or they have either title or an exclusive license under each and every patent and application enumerated in Schedule D. except as stated in said Schedule D.
(B) That there are no licenses of any kind free of royalty, outstanding in the Licensed Inventions under any patent or application listed in Schedule D., except as stated in said Schedule D.
(C) That there is no exclusive license granted by Hartford or Fairmont now outstanding in the Licensed Inventions for the manufacture of containers under any rights now owned or to be hereinafter acquired by it or them, except as set forth in Schedule C.
*Section 30.** Waiver of Named Subsidiaries' Exclusive Rights . If any of Owens' Named Subsidiaries have any exclusive rights now outstanding in Licensed Inventions, such exclusive rights are hereby made non-exclusive.
Section 31. Owens Royalties on Licensed Inventions. All royalties hereafter paid to Owens for the use of Licensed Inventions under its now outstanding licenses (except as provided in Section 20 with reference to Named Subsidiaries) shall be paid into Hartford's Income from Licensed Inventions.
IN WITNESS WHEREOF the several-parties have hereunto caused their corporate names and seals to be affixed on the dates indicated, at the place of their respective signatures, by their respective Presidents or Vice Presidents and attested by their respective Secretaries or Assistant Secretaries duly authorized in the premises.
THE OWENS BOTTLE COMPANY by W. H. Boshard, Vice President. Attest: H. H. Baker, Assistant Secretary, May 9, 1924.
THE GRAHAM GLASS COMPANY by J. M. Lents, President. Attest: C:L, Rice, Secretary, May 11, 1924.
THE CHARLES BOLDT GLASS COMPANY, by Fred W. Schwentz President. Attest: Mack Fevrier, Assistant Secretary, May 2, 1924.
HARTFORD-EMPIRE COMPANY, by F. Goodwin Smith, President. Attest: Herbert Knox Smith, Secretary, April 9,1924.
HARTFORD-FAIRMONT COMPANY by F. Goodwin Smith, President. Attest: Herbert Knox Smith, Secretary, April 9,1924.
THE AMERICAN BOTTLE COMPANY, by W. J. Crane, President. Attest: J. P. Curran, Secretary, May 6, 1924.
(Exhibit No. 135.)
SCHEDULE "A"
Attached to and forming part of the General License Agreement between The Owens Bottle Company, Hartford-Empire Company and Certain Other Companies, dated April 9, 1924.
(1) The American Bottle Co., license, originally exclusive, now non-exclusive, for the manufacture of (1) bottles for beer, porter, ale, and all other malted beverages, (2) bottles for soda water (other than siphons), and all other carbonated beverages, other than wines and liquors, (3) narrow necked bottles for non-carbonated waters, (4) bottles for Lydia Pinkham's Medical Compounds, Hostetter's Bitters, and Peruna; under all inventions now owned or hereafter acquired, for the full term of the patents issued and to be issued, at royalties of 40 cents per gross for the first million gross manufactured in each year, 25 cents per gross for the next 500,000 gross, and 20 cents per gross for the excess over one million and a half gross in such year, with the right to grant sub-licenses.
(2) (a) The Charles Bolt Glass Co. and Illinois Glass Co. jointly an exclusive license for the manufacture of bottles for containing alcoholic, spirituous and vinous beverages, liquors, liqueurs and bitters, either distilled or fermented, under all inventions now owned or hereafter acquired, for the full term of the patents issued and to be issued, at royalties of 15 cents per 100 pounds weight of merchantable packers, having a capacity of a half-gallon or more, and of merchantable common flasks, and 25 cents per 100 pounds weight for all other merchantable bottles, with right to grant sub-licenses.
(b) The Charles Boldt Glass Company, license, non-exclusive, for the manufacture of all kinds of bottles, jars and glass containers (excepting paste mold ware) for which The Owens Bottle Co. had not previously granted an exclusive license, with the proviso that whenever any such exclusive license shall be terminated in whole or in part all ware, the right to manufacture which shall thereby revest in The Owens Bottle Co., shall, from such termination be included in this license, under all inventions now owned or hereafter acquired, for the full term of the patents issued and to be issued, at royalties (1) on the so-called prescription and proprietary line of 10 cents per gross on ware not exceeding 2 ounces in weight, 15 cents per gross on ware exceeding 2 ounces and less than 7 ounces in weight and 25 cents per 100 pounds for all other merchantable ware provided that whenever, during any year, the licensee shall have manufactured 150,000 gross, the royalties on ware subsequently manufactured during that year shall be 80% of the royalties above specified, and (2) on the ware described in The American Bottle Co. license above mentioned at the rates specified in that license, and (3) on all other ware 25 cents per 100 pounds of merchantable ware in each year up to 300,000 gross, and on the excess above 300,000 gross 20 cents per 100 pounds of merchantable ware, except on catsup bottles, the royalty on which shall continue at the rate of 25 cents per 100 pounds, subject to a reduction in royalty in the Illinois Glass Co. line of 20 per cent on all ware in excess of 150,000 gross in any year, with no right to grant sub-licenses.
(3) The Graham Glass Co., license, non-exclusive, for the manufacture of (1) bottles for beer, porter, ale and all other malted beverages, (2) bottles for soda water (but not siphon bottles) and all other carbonated beverages, other than fruit juices, wines and liquors, (3) narrow necked bottles for non-carbonated water; under all inventions, now owned or hereafter acquired, for the full term of the patents issued and to be issued, at royalties of 33 cents per gross on ware up to 32 ounces in weight, 20 cents per 100 pounds on ware over 32 ounces in weight, and 50 per cent of the rates mentioned for all merchantable ware manufactured by it by the aid of the divided cup device in connection with a double trough feeding device for conveying molten glass to the molds of semi-automatic bottle making machines, with no right to grant sub-licenses.
(4) H. J. Heinz Company, license, non-exclusive, for the manufacture of bottles and jars for containing the food products manufactured and sold by the licensee, subject to prior exclusive licenses, and with a limit of 27,000,000 pounds of merchantable bottles and jars in any year, under all inventions now owned or hereafter acquired, for the full term of the patents issued and to be issued, at a royalty of 25 cents per 100 pounds of merchantable ware manufactured, with no right to grant sub-licenses.
(5) Thatcher Mfg. Co. Exclusive license for the manufacture of milk bottles and milk jars, under any and all improvements and inventions which Owens acquired prior to the 16th day of October 1920, and under any and all patents of the United States upon such improvements, the right to the use whereof for the purpose aforesaid were acquired prior to said date by Owens, at royalties for half pint bottles and jars of 10 cents per gross, for pint bottles and jars of 12 cents per gross, and for quart bottles and jars of 15 cents per gross, and, for bottles and jars having other capacities royalties ratable with those above mentioned in accordance with weight and capacity of ware, with right to grant sub-licenses.
LICENSES FREE OF ROYALTY
Exclusive License to The Libbey Glass Company by The Toledo Glass Company for the manufacture of electrical glassware, bulbs, cane glass and tubing, sealed containers for electrical devices, railroad lantern globes and semaphore lenses, cut and engraved glassware, and blanks for the manufacture of cut glassware, all free of royalty, to which license Owens assented and consented to the use in the so-called Westlake machines and in the furnaces and appurtenances then used by The Libbey Glass Company in connection therewith, but solely for the manufacture of the ware above described, of all patents and inventions owned or controlled by Owens and then embodied in such machines, furnaces and appurtenances.
SCHEDULE "B"
Attached to and forming part of the General License Agreement between The Owens Bottle Company, Hartford-Empire Company and Certain Other Companies, dated April 9th, 1924.
(Name of Patentee, Assignee of Patents (entire unless stated otherwise), Patent No. and Date of Issue:)
Bock (The Toledo Glass Company), 919,120, April 20, 1909; Reichel (% interest assigned to The Owens Bottle Company), 1,020,222, March 12, 1912; Proeger (The Owens Bottle Company), 1,100,776, June 23, 1914; Hulbert (The Owens Bottle Company), 1,118,204, Nov. 24, 1914; Proeger (The Owens Bottle Company), 1,143,317, June 15, 1915; LaFrance (The Owens Bottle Company), 1,299,482, April 8, 1919; Whittemore (The Owens Bottle Company), 1,310,225, July 15, 1919; LaFrance (The Owens Bottle Company), 1,331,511, Feb. 24, 1920; Lents (The Owens Bottle Company), 1,331,512, Feb. 24, 1920; Rule (The Owens Bottle Company), 1,331,528, Feb. 24, 1920; Soubier (The Owens Bottle Company), 1,331,536, Feb. 24, 1920; Graham and LaFrance (The Owens Bottle Company), 1,350,448, Aug. 24, 1920; Owens (The Owens Bottle Company), 1,350,464, Aug. 24, 1920; Graham (The Owens Bottle Company), 1,353,907, Sept. 28, 1920; Graham (The Owens Bottle Company),1,353,953, Sept. 28, 1920; Soubier (The Owens Bottle Company), 1,356,174, Oct. 19, 1920; Lott (The Owens Bottle Company), 1,369,679, Feb. 22 , 1921; Lott (The Owens Bottle Company), 1,382,993, June 28, 1921; Lott (The Owens Bottle Company), 1,382,994, June 28, 1921; LaFrance (The Owens Bottle Company), 1,390,448 ,Sept. 13, 1921; Whittemore (The Owens Bottle Company), 1,399,176, Dec. 6, 1921; LaFrance (The Owens Bottle Company), 1,404,206, Jan. 24, 1922; Graham (The Owens Bottle Company), 1,405,204 , Jan. 31 ,1922; Rule (The Owens Bottle Company), 1,413,788, April 25, 1922; Ferngren (The Owens Bottle Company-License to H. F.Co.), 1,415,824, May 9, 1922; LaFrance (The Owens Bottle Company), 1,416,725, May 23, 1922; Soubier (The Owens Bottle Company), 1,428,991, Sept. 12, 1922; La-France (The Owens Bottle Company), 1,439,369, Dec. 19, 1922; Lott (The Owens Bottle Company), 1,439,372, Dec. 19, 1922; Soubier (The Owens Bottle Company), 1,439,384, Dec. 19, 1922; Lott (The Owens Bottle Company), 1,442.281, Jan. 16, 1923; Lents (The Owens Bottle Company), 1,446,649, Feb. 27, 1923; Soubier (The Owens Bottle Company), 1,446,670, Feb. 27, 1923; Soubier (The Owens Bottle Company), 1,453,290, May 1, 1923; Ferngren and Soubier (The Owens Bottle Company), 1,453,315, May 1, 1923; Lott (The Owens Bottle Company), 1,458,834, June 12, 1923; Soubier (The Owens Bottle Company), 1,481,331, Jan. 22, 1924; Rule (The Owens Bottle Company), 1,484,085, Feb. 19, 1924; Brookfield (Hazel-Atlas Glass Company), 808,810, Jan. 2, 1906; Brookfield (Hazel-Atlas Glass Company), 836,297, Nov. 20, 1906; Brookfield (Hazel-Atlas Glass Company), 836,298, Nov. 20, 1906; Brookfield (Hazel-Atlas Glass Company), 883,779, April 7, 1908; Brookfield (Hazel-Atlas Glass Company), 889,354, June 2, 1908
Also the following applications all assigned to The Owens Bottle Company:
(Name of Applicant, Serial No. and Filing Date:)
Cramer, 401638, August 6, 1920; Cramer, 447238, Feb. 23, 1921; Cramer, 660688, Sept. 4, 1923; Cramer, 661577, Sept. 8, 1923 ; Ferngren, 352725, Jan. 20, 1920; Ferngren, 508285, Oct. 17, 1921; Ferngren, 549999 April 6, 1922; Ferngren, 567518, June 12, 1922; Ferngren, 679236, Feb. 23, 1912; LaFrance, 402814, Aug. 11, 1920; LaFrance, 402815, Aug. 11, 1920; LaFrance, 502764, Sept. 23, 1921; LaFrance, 504278, Sept. 30, 1921; LaFrance, 530565, Jan. 20, 1922; LaFrance, 542572, March 21, 1922; Lott, 244684, July 15, 1918; Lott, 259419, Oct. 23, 1918; Lott, 363785, March 15,1920; Lott, 644765, June 11, 1923; Owens, 400921, Aug. 3, 1920; Rule, 494124, Aug. 22,1921; Rule, 430129, Dec. 13, 1920; Soubier, 281269, March 7, 1919; Soubier, 315821, Aug. 7, 1919; Soubier, 385591, June 1, 1920; Soubier, 431847, Dec. 20, 1920; Soubier, 549979, April 6, 1922; Soubier, 549978, April 6, 1922; Soubier, 567533, June 12, 1922; Soubier, 631983, April 14, 1923; Soubier, 635212, April 28, 1923; Soubier, 638463, May 12, 1923; Soubier, 638462, May 12, 1923; Soubier, 639607, May 17, 1923; Soubier, 649545, July 5, 1923; Soubier, 659452, Aug. 27, 1923; Soubier, 675261, Nov. 17, 1923; Soubier, 684296, Jan. 4, 1924; Soubier, 591752, Oct. 2 , 1922; Soubier, 607480, Dec. 18, 1922; Soubier and Ferngren, 511112 Oct. 28, 1921; Whittemore, 311135, July 16, 1919; Cramer, 431070, Dec. 16, 1920; Cramer, 544113, March 16, 1922; Cramer, 635573, April 30, 1923; Cramer, 638168, May 11, 1923; Cramer, 640386, May 21, 1923; Cramer, 652922, July 21, 1923; Cramer, 676135, Nov. 21, 1923; LaFrance, 420905, Nov. 1, 1920; LaFrance, 532606, Jan. 30, 1922; LaFrance, 567516, June 12,1922; LaFrance, 636038, May 2, 1923; Rule, 231328, April 29, 1918; Rule, 581673, Aug.14, 1922; Rule, 591238, Sept. 29, 1922; Rule, 633067, April 19, 1923; Soubier, 416022, Oct.11, 1920; Soubier, 424917, Nov. 15, 1920; Soubier, 424198, Nov. 15, 1920; Soubier, 462107. April 18, 1921; Soubier, 493784, Aug. 20, 1921; Soubier, 550952 , April 10, 1922; Soubier, 564183, May 27, 1922; Soubier, 609633, Dec. 29, 1922; Soubier, 659451, Aug. 27, 1923.
I. The Bock Patent 919,120 and all other patents, if any, covered by this license agreement and standing in the name of The Toledo Glass Company are subject to prior grants of rights by The Toledo Glass Company as follows:
(1) Agreement dated September 1, 1897, with the Rochester Tumbler Company.
(2) License dated September 1, 1897, to the Rochester Tumbler Company.
(3) Written proposition dated May 31, 1900, to Rochester Tumbler Company, accepted as of July 1, 1900, by Rochester Tumbler Company.
(4) Agreement dated January 9, 1901, with Rochester Tumbler Company and National Glass Company.
(5) License dated January 9, 1899, to the American Lamp Chimney Company.
(6) License dated July 1, 1899, to Macbeth-Evans Company.
(7) License dated August 22, 1901, with the Rochester Tumbler Company.
(8) License to The Libbey Glass Company dated November 15, 1917, for electrical glassware, bulbs, cane glass and tubing, sealed containers for electrical devices, railroad lantern globes and semaphore lenses, cut and engraved glassware and blanks for the manufacture of cut glassware, all free of royalty, to which license, Owens, then known as The Owens Bottle-Machine Company, assented, and consented to the use in the so-called Westlake machines and in the furnaces and appurtenances then used by The Libbey Glass Company in connection therewith, but solely for the manufacture of the ware above described, of all patents and inventions owned or controlled by Owens and then embodied in said machines, furnaces and appurtenances.
II. Under the above list of Brookfield patents Hazel-Atlas Glass Company granted to Owens, its successors and assigns, for a term extending to the end of the terms of the said several Letters Patent, free of royalty, the exclusive right to make, use and sell, and to grant to others the right to make, use and sell, the inventions described in said Letters Patent, subject; however, to the following licenses and reservations:
(a) Exclusive license to Brookfield Glass Company of New York and The Brookfield Glass Company of New Jersey and the successors in business of each of them to make, use and sell insulators.
(b) A non-exclusive license to Brookfield Glass Company of New York and The Brookfield Glass Company of New Jersey and the successors in business of each of them for the manufacture of all kinds of glassware except fruit jars, which license is personal and non-transferable except to successors to substantially the entire business and good-will of said Brookfield Companies or either of them and to be availed of only in the New York and New Jersey factories of the Brookfield Companies and their successors in business and not in more than one other factory owned by said Companies or either of them, the total annual output of such additional factory not to exceed $300,000.
(c) Reservation of the right to Hazel-Atlas Glass Company itself to make and use the inventions described in said Letters Patent in the manufacture of all kinds of glassware and to grant to all corporations, a majority of whose voting stock it shall own, the right to make and use such inventions in the manufacture of all kinds of glassware during such time as it shall own such majority of such voting capital stock.
By said license, Hazel-Atlas Glass Company granted and assigned to Owens, its successors and assigns, the exclusive right to sue for and collect for its own use, all profits and damages arising out of past and future infringements of said Letters Patent or any of them, subject only to the rights of the Brookfield Glass Company of New York and The Brookfield Glass Company of New Jersey and the successors in business of each of them, granted to them as above set forth.
III. The title to the Lott patents and applications above enumerated is in Owens, subject to a reservation to Lott to use for all purposes the invention or inventions or any of them disclosed therein, but only for producing not to exceed 300 tons of finished glassware per day of twenty-four hours. Out of such reservation, Lott transferred 50 tons thereof to Arthur E. Spinasse of Mt. Vernon, Ohio. Owens holds an option from Lott to purchase the remaining 250 tons of said reservation which option shall continue and be in force so long as Owens continues to make certain payments therein stipulated to be made. Owens has also granted to Lott an assignable, non-exclusive license. without royalty, to use in the manufacture of pressed glassware other than containers to the extent of 250 tons of finished glassware per day of twenty-four hours and all features (excepting what is known as Plug Feeders wherein a plug member is employed to regulate the flow of the glass from the tank) covered by the claims of United States Letters Patent which have issued or may issue on his original application number 519678, or on any divisional or reissue application thereof with the right to grant sub-licenses thereunder. Until such option is relinquished, Lott has no right to make or use, except for experimental purposes, or grant to others the right to make or use, any of the inventions covered by said Lott patents or applications except above set forth. Owens agrees not to relinquish said option but will either exercise the same or keep the case in force. No other licenses under Lott patents or applications are outstanding.
IV. The title to the Ferngren patent 1,415,824 is in Owens, subject to a license from Ferngren to Hartford-Fairmont Company.
SCHEDULE C.
Attached to and forming part of a General License Agreement between The Owens Bottle Company, Hartford-Empire Company and Certain Other Companies, dated April 9, 1924.
Exclusive Licenses Made by Hartford-
Empire Company
BERNEY BOND GLASS COMPANY has the exclusive right to use the Howard Standard Feeder (described and identified by drawing numbers in the licenses granted) for making milk bottles in the United States. Berney Bond Company has under this 12 such feeders. This right runs for an initial term of 8 years from April 26, 1923, with option in License to extend it for 8 years more. Licensee has the benefit, for use upon said feeders, of all improvements thereupon, owned or hereafter acquired by Hartford, when same shall, with consent of Hartford, have been used commercially on said feeders in the United States for making glassware.
MONONGAH GLASS COMPANY has the exclusive license to use in the United States for the life of the patents the Hartford Standard Paddle or Paddle Needle Feeder and Hartford Twin Press and accessories to make pressed ware as follows:
(1) Containers adapted to be vacuum sealed.
(2) Tumblers (not including tumblers with handles).
(3) Jelly Tumblers.
(4) Packers Tumblers.
(5) Screw top jars and tumblers.
(6) Tops, covers or caps for plain and Screw top pressed jars and pressed tumblers.
The foregoing excludes ware which cannot be made on solid or block molds.
Licensee also has benefit of improvements in said machines, owned or here-after acquired by Hartford, when commercially used with consent of Hartford in making glassware in the United States.
Hartford is obliged, during term of license, to license additional machines, and also to grant licenses for said exclusive field to nominees of Monongah, on terms to be fixed by Hartford.
If Hartford should develop a feeder under the Hitchcock patents No. 805,068 — November 21, 1905 — and Hitchcock reissued No. 13,929 — June 15, 1915, it will give to Monongah Company a similar license to use such feeders or to develop one embodying claims of such patents.
THATCHER MANUFACTURING COMPANY has the exclusive right to use in the United States a unit consisting of the Hartford Standard Paddle Needle Feeder in combination with the Hartford Milk Bottle Machine, for making milk bottles (which by usage also includes cream bottles) until January 1, 1936. Licensee has now 15 such units and may license till 1936 additional units, PROVIDED, that if Thatcher Company in any year fails to pay royalties to Hartford equal to fifty per cent of the royalties on Thatcher Company's total milk bottle production calculated at Hartford's rates, Hartford may license units to others for such ware to make up the deficit in royalties. Such outside licenses may be granted to a subsidiary of Hartford. Licensee will have benefit of all improvements acquired by Hartford on such units when same have been commercially used for milk bottles in United States with consent of Hartford with such unit. License non-assign-able except to purchaser of entire business of licensee.
HOCKING GLASS COMPANY has the exclusive right, subject to certain prior licenses, to use in the United States the Hartford Standard Paddle and Paddle Needle Feeders for the term of the two licenses named below for making (a) blown lantern globes and blown gas globes which are made in iron molds (not paste molds) from glass containing less than one per cent of boric oxide, not used for signalling or electrical purposes or in connection with electric illumination. If Hocking Company fails in each of any two calendar years to make 25,000 gross of lantern globes with the feeders, Hartford may revoke all exclusive rights on lantern globes, similarly, if Hocking fails in each of any two calendar years to make 30,000 gross of gas globes with said feeders Hartford may revoke all exclusive rights on gas globes. Hocking Company has 2 Paddle Needle Feeders both licensed for initial term of 10 years with option of renewal for 7 years more. One license dated September 18, 1918 and the other dated February 9, 1920.
The above includes the benefit of all improvements on said feeders owned by Hartford, when commercially used, with consent of Hartford, in the United States for making glassware.
SCHEDULE "D"
Attached to and forming part of the General License Agreement between The Owens Bottle Company, Hartford-Empire Company and Certain other Companies, dated April 9, 1924, and consisting of six lists on 18 pages.
SCHEDULE "D" — LIST 1.
U. S. PATENTS ORIGINATING IN
HARTFORD-FAIRMONT CO. AND
HARTFORD-EMPIRE CO.
1,199,108 Sept. 26, 1916, Peiler, Art of Conveying Molten Glass.
1,222,243, April 10, 1917, Peiler, Manufacture of Glassware.
1,234,934, July 31, 1917, Peiler, Method &Machine for Feeding Molten Glass.
1,259,280, Mar. 12, 1918, Peiler, Glass Shaping Mold.
1,259,281, Mar. 12, 1918, Peiler, Manufacture of Glassware.
1,264,328, Apr. 30 , 1918, Peiler, Apparatus for Conveying Molten Glass.
1,277,254, Aug. 27, 1918, Peiler, Feeder for Molten Glass.
1,277,255, Aug. 27, 1918, Peiler, Feeder for Molten Glass.
1,277,256, Aug. 27, 1918, Peiler, Method of Feeding Molten Glass.
1,291,952, Jan. 21, 1919, W. A. Lorenz, Glass Pressing Machine.
1,292,033, Jan. 21, 1919, Peiler, Glass Pressing Machine.
1,297,236, Mar. 11, 1919, Peiler, Magnetic Clutch Controlling Method and Apparatus.
1,300,180, Apr. 8, 1919, W. A. Lorenz, Apparatus for Feeding Molten Glass.
1,300,181, Apr. 8, 1919, W. A. Lorenz, Apparatus for Feeding Molten Glass.
Re. 15,600, May 15, 1923, W. A. Lorenz, Apparatus for Feeding Molten Glass.
1,316,550, Sept. 16, 1919, Peiler and E. H. Lorenz, Glass Working Machine.
1,324,464, Dec. 9, 1919, Peiler, Method &Machine for Gathering Glass.
1,326,460, Dec. 30, 1919, W, A, Lorenz, Shear Mechanism.
1,328,799, Jan. 20, 1920, Peiler, Paddle or Plunger for Molten Glass.
1.331,467, Feb. 17, 1920, W. H. Honiss, Adjustment & Indicator for Glass Working Machines.
1,331,471. Feb. 17, 1920, Peiler and W. A. Lorenz, Mold for Glassware.
1,331 472, Feb. 17, 1920, Peiler and E. H. Lorenz, Transfer Mechanism for Glass Shaping Machines.
1,331,847, Feb. 24, 1920, H. A. Genest, Shear Mechanism for Glass Working Machines.
1,332,405, Mar. 2, 1920, Peiler, Glass Feeding Apparatus.
1,349,551, Aug. 10, 1920, Peiler, Glass Feeding Machine and Process.
1.353,115, Sept. 14, 1920, A. R. Hunter, Glass Working Machine.
1,373,202, March 29, 1921, Peiler, Glass Delivering Apparatus.
1,379,593, May 24, 1921, Peiler, Glass Conveying Apparatus.
1,379,594, May 24, 1921, Peiler, Glass Severing.
1,401,921, Dec. 27, 1921, Peiler, Glass Feeding Apparatus.
1,401,922, Dec. 27, 1921, Peiler, Glass Working.
1,405,936, Feb. 7, 1922, Peiler, Apparatus for Feeding Molten Glass.
1,406,45, Feb. 7, 1922, Peiler & E. H. Lorenz, Glassware Ejecting Mechanism.
1,421,810, July 4, 1922, V. Mulholland, Closure for Molten Glass Outlets.
1,466,367, Aug. 28, 1923, E. H. Lorenz, Apparatus for Operating on Molten Glass.
1,473,587, Nov. 6, 1923, Peiler, Apparatus for Feeding Molten Glass.
April 7, 1924
SCHEDULE "D" — LIST 2.
U. S. PATENT APPLICATIONS
ORIGINATING IN HARTFORD-FAIRMONT
CO. AND HARTFORD-EMPIRE CO.
Serial No. Filed. Applicant.
713,143, Aug. 3, 1912, Peiler.
823,694, Mar. 10, 1914, Peiler.
82,654, Mar. 7, 1916, Peiler.
134,828, Dec. 4, 1916, Peiler.
157,943, Mar. 28, 1917, Peiler, Original filed Aug. 13, 1914.
249,244, Aug. 10, 1918, Peiler & E. H. Lorenz.
287,966, Apr. 7, 1919, E. H. Lorenz.
294,792, May 5, 1919, Peiler.
294,793, May 5, 1919, Peiler.
331,237, Oct. 16, 1919, Mulholland & Peiler.
343,813, Dec. 10 , 1919, Peiler — Original filed Mar. 17, 1914.
396,934, July 17, 1920 , Peiler.
399,595, July 28, 1920, Peiler.
407,861, Sept. 3, 1920, Lorenz, E. H.
407,868, Sept. 3, 1920, Peiler.
432,260, Dec. 21, 1920, Peiler.
457,298, Mar. 31, 1921, Peiler.
457,300, Mar. 31, 1921, Peiler.
467,154, May 5, 1921, W. A. Lorenz.
467,177, May 5, 1921, Peiler.
490,597, Aug. 8, 1921, Genest.
490,567, Aug. 8, 1921, Lorenz, E. H.
498,004, Sept. 2, 1921, Peiler.
514,179, Nov. 10, 1921, Honiss.
527,300, Jan. 6, 1922, Mulholland.
541,639, Mar. 7, 1922, Peiler.
543,571, Mar. 14, 1922, Peiler.
545,082, Mar. 20, 1922, Peiler.
546,551, Mar. 25, 1922, Peiler.
546,552, Mar. 25, 1922, Peiler.
547,990, Mar. 30, 1922, Peiler.
547,991, Mar. 30, 1922, Peiler.
549,447, Apr. 4, 1922, W. A. Lorenz.
549,448, Apr. 4, 1922, W. A. Lorenz.
549,449, Apr. 4, 1922, W. A. Lorenz.
549,450, Apr. 4, 1922 , W. A. Lorenz.
550,071, Apr. 6, 1922, Hiller.
556,287, Apr. 24, 1922, Peiler.
558,078, May 3, 1922, W. A. Lorenz.
568,134, June 14, 1922, E. H. Lorenz.
585,638, Sept. 1, 1922, E. H. Lorenz.
605,681, Dec. 8, 1922, Peiler.
615,308, Jan. 27, 1923, Peiler.
622,622, Mar. 3, 1923, Peiler.
626,986, Mar. 22, 1923, Peiler.
661,827, Sept. 10, 1923, Mulholland.
669,479, Oct. 19, 1923, Peiler — Div. of Serial No. 294,793.
678,130, Dec. 3, 1923, Peiler.
678,900, Dec. 6, 1923, Peiler.
678,914, Dec. 6, 1923, Ingle.
683,576, Dec. 31 , 1923, Peiler.
457,299, Mar. 11, 1924, Peiler — Orig. filed Mar. 31, 1921.
703,573, Apr. 1, 1924, Peiler — Div. of Serial No. 294,792.
April 7, 1924.
SCHEDULE “D” — LIST 3
U. S. PATENTS AND APPLICATIONS
ACQUIRED BY HARTFORD-FAIRMONT
CO. AND HARTFORD-EMPIRE CO.
FROM EMPIRE MACHINE CO.
PATENTS
No. Date. Patentee. Title.
1,052,902, Feb. 11, 1913, Dorsey, Glass Blowing Machine.
1,066,270, July 1, 1913, Hanford, Gather Actuated Controller for Glass Blowing Machines.
1,074,167, Sept. 30, 1913, Day, Means for Maintaining Constant Working Level in Glass Furnaces.
1,117,322, Nov. 17, 1914, Chamberlin, Mechanism for Gathering Glass.
1,123,523, Jan. 5, 1915, Hanford, Electrically Controlled Blowing Head for Blowing Machine.
1,123,524, Jan. 5, 1915, Hanford, Gather Actuated Controller for Blowing Machines.
1,123,525, Jan. 5, 1915, Hanford, Gather Actuated Controller for Blowing Machines.
1,124,698, Jan. 12, 1915, Chamberlin, Apparatus for the Production of Glass Articles.
1,124,699, Jan. 12, 1915, Chamberlin, Machine for Manufacture of Blown Glass Articles.
1,124,700 , Jan. 12, 1915, Chamberlin, Blowpipe Receiving Device for Glass Blowing Machines.
1,124,701, Jan. 12, 1915, Chamberlin, Machine for the Manufacture of Blown Glass Articles.
1,124,702, Jan. 12 , 1915, Chamberlin, Apparatus for the Production of Blown Glass Articles.
1,137,304, Apr. 27, 1915, Chamberlin, Glass Blowing Machine.
1,148,212, July 27, 1915, Chamberlin, Glass Working Apparatus.
1,148,213, July 27, 1915, Chamberlin, Method for Production of Formed Blanks upon Gathering Irons.
1,148,214, July 27, 1915, Chamberlin, Apparatus for Working Glass.
1,148,215, July 27, 1915, Chamberlin, Process for Production of Blown Glass Articles.
1,148,216, July 27, 1915, Chamberlin, Machine for Forming Glass Blanks.
1,156,058, Oct. 12, 1915, Chamberlin, Mold Mechanism for Glass Blowing Machines.
1,156,057, Oct. 12, 1915, Chamberlin, Mold for Glass Blowing Machines.
1,156,058, Oct. 12, 1915, Chamberlin, Mold for Glass Blowing Machines.
1,156,756, Oct. 12, 1915, Chamberlin, Glass Blowing Mold.
1,156,358, Oct. 12 , 1915, Chamberlin, Take-off Mechanism for Glass Blowing Pipes.
1,156,868, Oct. 12 , 1915, Dorsey, Glass Blowing Machine.
1,157,653, Oct. 19, 1915, Woods, Apparatus for Working Glass.
1,163,963, Dec. 14, 1915, Woods, Process of Working Glass.
1,163,383, Dec. 14, 1915, Dorsey, Glass Blowing Machine.
1,187,889, June 20, 1916, Dorsey, Glass Blowing Machine.
1,199,695, Sept. 26, 1916, Hanford Glass Forming Machine.
1,203,099, Oct. 31, 1916, Canfield, Apparatus for Working Glass.
1,235,008, July 31, 1917, Canfield, Process of Manufacturing Blown Glass Articles & Blanks for use in such Process.
1,254,904, Jan. 29, 1918, Hanford, Glass Working Machine.
1,256,979, Feb. 19, 1918, Chamberlin, Apparatus for Manufacture of Blown Glass Articles.
1,256,980, Feb. 19, 1918, Chamberlin, Process of Flowing Glass.
1,260,637, Mar. 26, 1918, Canfield, Glass Working Machine & Process of Working Glass.
1,323,450, Dec. 2 , 1919, Chamberlin, Process & Apparatus for Feeding Molten Glass.
1,362,756, Dec. 21, 1920, Steimer, Glass-Handling Apparatus.
APPLICATIONS
Serial No. Filed Applicant.
29,082, May 19, 1915, Chamberlin.
382,354, May 18, 1920, C. M. Steimer (Administrator) .
491,812, Apr. 23, 1909, Chamberlin.
524,994, Oct. 27, 1909, Hanford.
543,582, Feb. 12, 1910, T. C. Steimer.
551,198, Mar. 23, 1910, Chamberlin.
657,269, Oct. 28, 1911, Chamberlin.
786,272, Aug. 23, 1913, Chamberlin.
801,186, Nov. 15, 1913, Chamberlin.
827,450, Mar. 26, 1914, Chamberlin.
575,139, July 15, 1922, Canfield.
671,149, Oct. 27, 1923, Steimer.
RIGHTS ACQUIRED THROUGH THE
EMPIRE MACHINE COMPANY FROM
GENERAL ELECTRIC COMPANY.
PATENTS
No. 813,289, Feb. 20, 1906, N. W. Hartman, Patentee.
No. 1,098,724, June 2, 1914 , N. W. Hartman & Goggin, Patentee.
No. 1,155,309, Oct. 5, 1915, N. W. Hartman, Patentee.
No. 1,262,567, April 9, 1918, F. J. Rippl, Patentee.
No. 1,273,345, July 23, 1918, J. T. Fagan, Patentee.
No. 273,346, July 23, 1918, J. T. Fagan, Patentee.
No. 1,278,046, Sept. 3, 1918, J. C. Smedley, Patentee.
No. 1,313,205, Aug. 12, 1919, H. E. and C. L. Quackenbush, Patentee.
No. 1,325,265, Dec. 16, 1919, C. H. Quackenbush and J. C. Smedley, Patentee.
No. 1,344,941, June 29, 1920, W. Gillett, Patentee.
APPLICATION FOR PATENT
Application of N. W. Hartman, Ser. No.744,549, filed Jan. 27, 1913.
(Note: Rights transferred by the General Electric Co. to the Empire Machine Co. and by the Empire Machine Co. to the Hartford-Empire Co. include also any invention which was on January 1, 1922, owned by the General Electric Co. relating to the licensed field. The licensed field of the above named patents and applications and rights is defined as "Machines, processes or apparatus for making mold blown articles of glass except in so far as the same are or may be applied to production of incandescent electric lamp bulbs intended and adapted to be manufactured into electric lamps, or mold blown articles of glass in so far as the same are or may be used for electrical purposes or in connection with electric illumination.)
Note: The patents and applications included in this list (3) were assigned by the Empire Machine Co. to Hartford-Empire Co. on December 19, 1922, subject to
(a) An exclusive license to the American Blank Co. for the production of bulbs intended and adapted to be manufactured into incandescent electric lamps and other electrical devices comprising sealed enclosures (but not the electric lamp or device itself, or any step in the manufacture thereof as distinguished from the manufacture of the bulb); to the production of mold blown articles of glass in so far as the same are or may be used for electrical purposes, or in connection with electric illumination, and to the production of glass tubing and cane for use in the manufacture of incandescent electric lamps or other electrical devices comprising sealed enclosures.
(b) An exclusive license to the Corning Glass Works, without royalty, for Ware Divisions A, B, C, D, E and G as the same are defined in Agreement of October 6, 1922.
(c) A non-exclusive license to the Corning Glass Works, without royalty, for Ware Divisions F and H as defined in the Agreement of October 6, 1922.
SCHEDULE "D" — LIST 4
April 7, 1924.
U. S. PATENTS AND APPLICATION
ACQUIRED BY HARTFORD-FAIRMONT
CO. AND HARTFORD-EMPIRE
CO. FROM HOWARD AUTOMATIC
GLASS FEEDER CO.
PATENTS
No. 1,138,110, May 4, 1915, G. E. Howard, Patentee.
No. 1,138,111, May 4, 1915, G. E. Howard, Patentee.
No. 1,231,610, July 3, 1917 G. E. Howard, Patentee.
No. 1,255,884, Feb. 12, 1918, G. E. Howard, Patentee.
No. 1,315,668, Sept. 9, 1919, G. E. Howard, Patentee.
* — Title in Pittsburgh Plate Glass Co.
Exclusive license to Howard as to window glass, hollow and blown ware.
All rights held by Howard assigned Hartford-Empire Co., Feb. 21 , 1923.
APPLICATIONS
Ser. No. 180,795, filed July 16, 1917, G. E. Howard, Applicant.
Ser. No. 279,541, filed Feb. 27, 1919, G. E. Howard, Applicant.
Ser. No. 384,158, filed May 25, 1920, G. E. Howard, Applicant.
Ser. No. 469,125, filed May 13, 1921, J. R. Keller, Applicant.
Ser. No. 472,587, filed May 25, 1921, G. E. Howard, Applicant.
Ser. No. 183,234, filed July 8, 1921, G. Howard, Applicant.
Ser. No. 537,232, filed Feb. 17, 1922, E. Howard, Applicant.
Ser. No. 537,873, filed Feb. 20, 1922, G. E. Howard, Applicant.
Ser. No. 541,775, filed March 7, 1922, J. R. Keller, Applicant.
Ser. No. 560,111, filed May 11, 1922, G. E. Howard, Applicant.
Ser. No. 560,112, filed May 11, 1922, G. E. Howard, Applicant.
Ser. No. 604,785, filed Dec. 4, 1922, G. E. Howard, Applicant.
Ser. No. 612,156, filed Jan. 12, 1923, G. E. Howard, Applicant.
Ser. No. 629,817, filed April 4, 1923, G. E. Howard, Applicant.
Ser. No. 631,849, filed April 13, 1923, G. E. Howard, Applicant.
Ser. No. 637,521, filed May 8, 1923, G. E. Howard, Applicant.
Ser. No. 642,021, filed May 28, 1923, G. E. Howard, Applicant.
Ser. No. 644,392, filed June 9, 1923, G. E. Howard, Applicant.
Ser. No. 644,391 , filed June 9, 1923, G. E. Howard, Applicant.
Ser. No. 697,805, filed March 8, 1924, G. E. Howard, Applicant.
April 7, 1924
SCHEDULE "D" — LIST 5.
U. S. PATENT AND APPLICATIONS
ACQUIRED BY HARTFORD-FAIRMONT
CO. AND HARTFORD-EMPIRE CO.
MISCELLANEOUS
Patents
No. Date Patentee
901,881, Oct. 20, 1908, G. E. Cleveland.
987,671, March 21, 1911, G. E. Cleveland.
1,171,928, Feb. 15, 1916, G. E. Cleveland.
1,199,665, Sept. 26, 1916, G. E. Cleveland.
All of the above named Cleveland patents are subject to the following :
To Marion Flint Glass Company, of Marion, Indiana. Factory right executed January 17, 1911 under Patent No. 987,671.
To Skillen-Goodin Glass Company of Yorktown, Indiana. Factory rights executed January 17, 1911 under Patent
To George E. Cleveland of Fairmont, Indiana. License dated January 17, 1913, for Factory right under Patents 901,881, 987,671, 1,171,928, and 1,199,665 in one factory.
To Corning Glass Works of Corning, New York, by agreement dated January 29. 1913. Exclusive right under Patent No. 987,671, for "glass battery jars, lantern globes, and percolator tops made from glass where lime is not one of the principal ingredients, lenses and roundels for railroad, marine and similar service ."
To Corning Glass Works of Corning, New York, by agreement dated February 1916. Exclusive license under the Patents Nos. 1,171,928 and 1,199,665, for "glass battery jars, lantern globes and percolator tops, when such articles are made from glass where lime is not one of the principal ingredients, and lenses and roundels for railroad, marine and similar service, and cooking dishes ; such license for cooking dishes to be non-exclusive."
To Empire Machine Company of Corning, New York. Exclusive license dated February 1916, to use methods disclosed in Patent No. 1,199,665, "in so far as the same relates to severing and obtaining glass for subsequent blowing in paste molds".
List of machines embodying the above Letters Patent, or some of them, which have been sold to various parties: —
1 machine to Indiana Glass Company of Dunkirk, Indiana, embodying Patent No. 987,671.
2 machines to Cumberland Glass Company of Bridgeton, N. J., embodying Patent No. 987,671.
2 machines to Macbeth-Evans Glass Company under Patent Nos. 907,671 and1,171,928.
1 machine to General Electric Company, embodying Patents 987,671 and 1,171,928.
7 machines to Corning Glass Works, under agreement or agreements herein before referred to.
These Ceveland [sic] Cleveland patents also subject to license from Hartford to Empire Machine Company.
No. Date Patentee
927,168, July 6, 1909, L. J. Robb.
Assigned to H-F Co. by Heyl & Patterson Sept. 17, 1919, subject to exclusive license to Ball Bros. for fruit jars.
1,016,428 Feb. 6, 1912, Mulholland.
1,053,631, Feb. 18, 1913, Mulholland.
1,053,632, Feb. 18, 1913, Mulholland.
1,058,193, Apr. 8, 1913, Mulholland.
1,071,331, Aug. 26, 1913, Mulholland.
Entire interest assigned to H-F Co. on Sept. 17, 1919 by Heyl & Patterson.
1,011,023, Dec, 5, 1911, H. M. Brookfield.
Assigned to H-F Co. July 28, 1920, except for shop rights retained by The Brookfield Glass Company of New Jersey.
FERNGREN PATENTS
No. Date Patentee
1,143,112, June 15, 1915, E. T. Ferngren.
1,328,273, Jan. 20, 1929, E. T. Ferngren.
1,342,042, June 1, 1920, E. T. Ferngren.
1,415,824, May 9, 1922, E. T. Ferngren.
1,196,848, Sept. 5, 1916, E. T. Ferngren.
1,362,785, Dec. 21, 1920, E. T. Ferngren.
1,414,561, May 2, 1922, E. T. Ferngren,
FERNGREN APPLICATIONS
Serial No. Filed Applicant
679,236, Feb. 23, 1912, E. T. Ferngren.
276,175, Feb. 10, 1919, E. T. Ferngren. Orig. filed Sept. 29, 1913.
No guarantee is made as to title in those Ferngren patents or applications, or as to rights there under.
U. S. Patent 1,032,598, July 16, 1912 to F. H. Gibson.
Assignment of entire interest to Hartford-Fairmont Company, Dec. 30, 1921.
APPLICATIONS
Serial No. Filed Applicant
593,575, Oct. 10, 1922, Mayers.
593,576. Oct. 10, 1922, Mayers.
609,860, Dec. 30, 1922, Mayers.
643,246, June 4, 1923, Chalmers.
Hartford is prosecuting the above four applications under option to purchase title or exclusive license.
264,015, Nov. 25, 1918, Bridges.
360,245, Feb. 20, 1920, Ripley.
634,252, Apr. 24, 1923, Shackelford.
647,839, June 26, 1923, Keller.
702,052, Mar. 26, 1924, Budd.
April 7, 1924
SCHEDULE "D" — LIST 6
U. S. PATENT APPLICATIONS OF
UNITED BOTTLE MACHINERY CO.
Ser. No. Filed Applicant
274,499, Feb. 1, 1919, Lobb.
282,768, Mar. 15, 1919, Lobb.
465,440, Apr. 29, 1921, Lobb.
502,181, Sept. 21, 1921, Sears — Orig. filed Aug. 19, 1914.
689,995, Feb. 1, 1924, Sears — Div. of Ser. No. 502,181.
Hartford is prosecuting these applications under a non-exclusive license, coupled with option to purchase title or exclusive license.
Hartford also owns licenses as follows, under all U. S. patent rights owned by the Corning Glass Works on October 6, 1922 or acquired by the Corning Glass Works prior to January 1, 1940, for the following Ware Divisions, as the same are defined in the agreement of October 6, 1922:
(a) Ware Divisions F and H; Exclusive in Hartford except for shop right in Corning.
(b) Ware Division J; Exclusive in Hartford.
GENERAL NOTES.
All of the rights listed in this Schedule "D", together with all U. S. rights acquired by Hartford prior to January 1, 1940 are subject to:
(c) Licenses free of royalty to the Corning Glass Works for Ware Divisions A, B,C, D, E and H, as the same are defined in the agreement of Oct. 6, 1922, limited, however, to the paddle feeder, as the same existed at Fairmont, West Virginia, on June 30, 1916.
(d) Exclusive licenses to the Corning Glass Works for Ware Divisions A, B, C, D and E, as the same are defined in the agreement of October 6, 1922.
HARTFORD-EMPIRE COMPANY
Hartford, Connecticut.
January 22, 1935.
Mr. E. F. Martin
Owens-Illinois Glass Company
Toledo, Ohio
Dear Mr. Martin:
Mr. Pease wrote Mr. Levis on January11th announcing that our I. S. royalties have been reduced to a flat rate of Two Cents (2c) per gross.
So far as I can see, the various Licenses and Leases relating to these machines do not have to be changed, but you need merely to note on your records that Hartford's lowest standard rates applicable to —
Individual Section Machine No. 8 under Lease No. HIS-13 dated October 29, 1930,
Individual Section Machine No. 23 under Lease No. HIS-15 dated August 6, 1931,
Individual Section Machine No. 32 under Lease No. HIS-24 dated May 26th, 1934, and
Individual Section Machine No. 36 under Lease No 29 dated November 21, 1934 shall be Two Cents (2c) per gross, regardless of the weight of the given article.
If this is in conformity with your ideas on the subject, would you be good enough to acknowledge receipt of this?
Very truly yours,
HARTFORD-EMPIRE COMPANY
A. T. Safford, Jr. (Signed)
Secretary.
A. T. Safford, Jr.
RLB
(Original filed with signed copy of Gen. License Agreement of July 1, 1932.)
(Exhibit No. 136)
(Received in evidence Dec. 14, Verbatim Record, Page 269)
AMENDMENT TO SECTION 21,
OWENS-HARTFORD GENERAL
LICENSE AGREEMENT
February 9, 1925
Section 21. Joint acquisition of outside rights.
In case either Owens or Hartford shall desire to acquire prior to July 1, 1941, any interest in any inventions, patents or patent rights, which if so acquired would come within the definition of Licensed Inventions, such prospective acquirer shall off to the other of such parties, Owens or Hartford, the right to join in such acquisition, each party bearing one-half of the cost or consideraiton [sic] consideration thereof, whether such cost or consideration shall be in the nature of a sum or sums of money, or a royalty, and whether paid in a single sum or periodically, or otherwise. In case such other party refuses so to join in such acquisition, the party proposing such acquisition may immediately but only within Five (5) years from the date of this Agreement, submit the question of such acquisition to the arbitrators provided for in this Agreement. Said arbitrators, if satisfied that the acquisition will be adavntageous [sic] advantageous to both Owens and Hartford, shall have power during said five years of this Agreement to order such acquisition by Hartford, in which case the said price or con-sideration paid for the acquisition of such inventions, patents or patent rights, shall be a deduction from the Divisible Income of Hartford before calculating the royalty due to Owens under Section 6 of this Agreement. But the arbitrators shall not have power to order the acquisition of inventions, patents or patent rights for a price or consideration exceeding a total sum for any one year equal to one-half (½) of the Divisible Income of Hartford for the year immediately preceding. Except as provided in the following part of this Section 21, any inventions, patents or patent rights so acquired shall at once be included in Licensed Inventions, and shall, for the purposes of reserving rights under them to Owens and/or its named subsidiaries, be deemed to have been contributed by Owens and/or its named subsidiaries in the sense and for the purposes in which the word "contributed" is used in Sections 2 and 11 of this Agreement. There shall be reserved to Owens and/or its Named Subsidiaries in such inventions, patents and/or patent rights so acquired, the same rights as are reserved to Owens and/or its Named Subsidiaries by Section2 of this Agreement in Licensed Inventions contributed by Owens and/or its Named Subsidiaries, and the same rights as are reserved to Owens and/or its Named Subsidiaries by Section 11 of this Agreement under patents and inventions contributed by Owens and/or its Named Subsidiaries or herein licensed to Hart-ford by Owens and/or its Named Subsidiaries. Nothing in this Section shall prevent either party from acquiring at its own expense any inventions, patent or patent rights after the other party shall have had and refused an opportunity to join in acquiring the same as above set forth, on an equal division of the cost thereof; and in case such purchase shall be consummated after July 1, 1936, the party so acquiring shall hold such acquired inventions, patents or patent rights free from any obligations under this Agreement."
(Exhibit No. 137)
(Received in evidence Dec. 14, Verbatim Record, Page 269)
AMENDMENT TO SECTION 22,
OWENS-HARTFORD
GENERAL LICENSE AGREEMENT
AGREEMENT made this second (2nd) day of February, 1931, between OWENS-ILLINOIS GLASS COMPANY (formerly known as The Owens Bottle Company), a corporation of Ohio, with its principal place of business at Toledo, Ohio, and HARTFORD-EMPIRE COMPANY, a corporation of Delaware, having its principal place of business at Hartford, Connecticut.
WITNESSETH:
The parties hereto consent and agree that Section 22 of the General License Agreement among The Owens Bottle Company, Hartford-Empire Company, and others dated April 9, 1924, shall be and is here by amended to read as follows, said amended reading to be effective on the date above mentioned, to-wit, the second (2d) day of February, 1931:
Section 22 — Licensing. Hartford may grant licenses under all the Licensed Inventions without the consent of Owens or its named subsidiaries.
IN WITNESS WHEREOF the parties hereto have caused their corporate names and seals to be affixed hereto and to a duplicate hereof on the day and year first above written by their respective Presidents and attested by their respective Secretaries, all duly authorized in the premises.
OWENS-ILLINOIS GLASS COMPANY. By WM. LEVIS, President. Attest: JOHN H. MCNERNEY, Secretary.
HARTFORD-EMPIRE COMPANY. By F. GOODWIN SMITH, President. Attest: HERBERT KNOX SMITH, Secretary. [not finished]