[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-lllinois 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 there-for), 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 Li-cense 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 Hart-ford-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, Hart-ford 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 (nota 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.
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