Patent, Copyright And Technology License Agreement

Exhibit 10.18


EXECUTION COPY


PATENT, COPYRIGHT AND TECHNOLOGY LICENSE AGREEMENT


BY AND BETWEEN

LENOVO (BEIJING) LIMITED,

AND


LEGEND HOLDINGS LIMITED

YU BING


WANG ZHENG


for and on behalf of LWY


CONTENTS


Clause Page
Article 1 Definitions 2 Article 2 License Grant 2 Section 2.1 Grant 2 Section 2.2 Reservation of Rights 4 Section 2.3 Licensor Obligations 4 Section 2.4 Scope of License 5 Section 2.5 Modifications to Schedule A 5 Section 2.6 Improvements 5 Section 2.7 Limitations on Grant 5 Article 3 License Fee 5 Article 4 Excluded Intellectual Property Maintenance 6 Article 5 Enforcement 6 Section 5.1 Notice 6 Section 5.2. Enforcement Action 7 Article 6 Technical Assistance 7 Section 6.1 General Obligation to Disclose Licensee Licensed Intellectual Property 7 Section 6.2 Assistance 7 Article 7 Term 8 Section 7.1 Term 8 Section 7.2 Right of Termination 8 Article 8 Covenants 8 Section 8.1 License Limitations 8 Section 8.2 Licensor's Obligations 8 Article 9 Breach of Contract 8 Article 10 Representations and Warranties 9 Section 10.1 Licensor's Representations and Warranties 9 Section 10.2 No Representation of Fitness for a Particular Purpose 9 Section 10.3 No Other Representations and Warranties 10 Section 10.4 Liability 10 Article 11 Resolution of Disputes 10 Section 11.1 Dispute Resolution Procedure 10 Section 11.2 Arbitration 10 Article 12 Miscellaneous 11 Section 12.1 Entire Agreement 11 Section 12.2 Successors and Assigns; No Third Party Rights 12 Section 12.3 Modification and Waiver. 12 Section 12.4 Notices 12 Section 12.5 Governing Law 12


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Section 12.6 Severability 12

Section 12.8 Section Headings 12

Section 12.9 Counterparts 13

Section 12.10 No Strict Construction 13

Section 12.11 Language 13

Section 12.12 Further Assurances 13


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PATENT, COPYRIGHT AND TECHNOLOGY LICENSE AGREEMENT

SCHEDULES SCHEDULE 1.1 DEFINITIONS SCHEDULE 2.1.1 LICENSEE LICENSED INTELLECTUAL PROPERTY SUBJECT TO EXCLUSIVE LICENSE SCHEDULE 2.1.2 LICENSEE LICENSED INTELLECTUAL PROPERTY SUBJECT TO NON-EXCLUSIVE LICENSE SCHEDULE 2.1.3 LICENSEE LICENSED COPYRIGHT EXHIBIT A ACCESSION INSTRUMENT


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PATENT, COPYRIGHT AND TECHNOLOGY LICENSE AGREEMENT

THIS PATENT, COPYRIGHT AND TECHNOLOGY LICENSE AGREEMENT (this " Agreement"), dated as of October 19, 2004, is entered into by and between Legend Holdings Limited, Yu Bing and Wang Zheng, for and on behalf of LWY (as defined below) (" Licensee"), and Lenovo (Beijing) Limited, a company established under the laws of the People's Republic of China (" Licensor") which is a wholly-owned subsidiary of Lenovo Group Limited, a company organized under the laws of the Hong Kong Special Administrative Region of the PRC, (" Seller"). Licensee on the one hand, and Licensor on the other hand, are each sometimes referred to herein as a " Party" and collectively as the " Parties" to this Agreement.

WHEREAS, AsiaInfo Holdings, Inc. (" Purchaser") and Seller are parties to an Acquisition Agreement dated as of July 27, 2004, as supplemented and amended (the " Acquisition Agreement") pursuant to which Seller has agreed to sell (and cause the Selling Subsidiaries to sell) the Assets to Purchaser, and Purchaser has agreed to purchase the Assets from Seller and the Selling Subsidiaries, on the terms and subject to the conditions of the Acquisition Agreement.


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:


ARTICLE 1 Definitions

The capitalized terms used in this Agreement have the respective meanings set forth in Schedule 1.1 or as defined herein. All other capitalized terms used and not otherwise defined in this Agreement have the respective meanings set forth in the Acquisition Agreement.

ARTICLE 2

License Grant


Section 2.1. Grant .

2.1.1. Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a limited, royalty-free, fully paid-up, worldwide, exclusive license (without the right to sublicense except as provided in Section 2.1.4 below, and without the right to assign except as provided in Section 12.2 below), to the Licensee Licensed Intellectual Property identified on Schedule 2.1.1 hereto, to practice, make and use the inventions, ideas and information embodied therein, and to make, use, offer to sell, sell, lease or import Products, services, processes, methods and materials embodying or deriving from the inventions, ideas and information from such Licensee Licensed Intellectual Property solely in the conduct of the Licensed Business. For the purpose of this Agreement, an exclusive license means a license from Licensor conferring on Licensee, to the exclusion of all other persons (including Licensor), the rights granted in this Agreement in respect of the Licensee Licensed Intellectual Property in connection with the conduct of the Licensed Business. As to any item of Licensee Licensed Intellectual Property, the term of such license shall continue for the period of validity for such Licensee Licensed Intellectual Property.

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2.1.2. Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a limited, royalty-free, fully paid-up, worldwide, non-exclusive license (without the right to sublicense except as provided in Section 2.1.4 below, and without the right to assign except as provided in Section 12.2 below), to the Licensee Licensed Intellectual Property identified on Schedule 2.1.2 hereto, to practice, make and use the inventions, ideas and information embodied therein, and to make, use, offer to sell, sell, lease or import Products, services, processes, methods and materials embodying or deriving from the inventions, ideas and information from the Licensee Licensed Intellectual Property solely in the conduct of the Licensed Business. As to any item of Licensee Licensed Intellectual Property, the term of such license shall continue for the period of validity for such Licensee Licensed Intellectual Property.

2.1.3. Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a limited, royalty-free, fully paid-up, worldwide, non-exclusive license (without the right to sublicense except as provided in Section 2.1.4 below), and without the right to assign except as provided in Section 12.2 below), to use, copy, develop and exploit the Licensee Licensed Copyright for and in connection with the conduct of the Licensed Business, including without limitation, to use, copy, develop and exploit for the purposes of the development of all relevant software and system applications and websites in relation to the conduct of the business of the Security Services Division. The Licensee may make as many copies of the Licensee Licensed Copyright as are reasonably necessary for the ordinary use of the Licensee Licensed Copyright and for archival and back-up purposes. The term of such license shall continue for the period of validity for such Licensee Licensed Intellectual Property.

2.1.4. Sublicense Rights.

(a) Licensor hereby grants to Licensee the right to sublicense its rights granted under this Agreement only to Purchaser, Purchasing Subsidiaries and Lenovo Computer System Technology Services Limited (each, a " Sublicensee"), in each case engaged in the conduct of the Licensed Business; provided that Licensee ensures that each such Sublicensee executes an accession instrument in order to accede to this Agreement and establish contractual privity with Licensor, and each such sublicense is limited solely to use in connection with such sublicensee's conduct of the Licensed Business. A form of such accession instrument is attached hereto as Exhibit A .


(b) By execution of an accession instrument to this Agreement, such Sublicensee shall acknowledge that the technology that is subject to this Agreement constitutes or comprises confidential information and shall agree that any use or disclosure by such Sublicensee of such confidential information beyond that expressly authorized in this Agreement is prohibited.

(c) Licensee shall use best efforts as appropriate to ensure that each Sublicensee complies with the restrictions on use and disclosure of confidential information in this Agreement and the applicable sublicense. If Licensee reasonably suspects, or if Licensor


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notifies Licensee that Licensor reasonably suspects, that a Sublicensee is not in compliance with restrictions on use and disclosure of confidential information in this Agreement, Licensee agrees to use best efforts as appropriate to cooperate with Licensor in investigating such non-compliance. If, after such investigation, Licensor reasonably believes that a Sublicensee is not in compliance with the restrictions on use and disclosure of confidential information in this Agreement, then Licensor may request, and Licensee shall arrange, a timely audit of the Sublicensee's compliance with such restrictions in this Agreement, at Licensor's sole expense, and by a Third Party auditor selected by Licensee and approved by Licensor. If Licensee reasonably believes a Sublicensee is not in compliance with the restrictions on use and disclosure of confidential information in this Agreement, then Licensee shall promptly notify Licensor thereof and may arrange an audit, at Licensee's sole expense, by a Third Party auditor selected by Licensee. The Third Party auditor shall determine the scope of the audit and disclose the results of any such audit conducted pursuant to this Section 2.1.4(c) only to Licensee, and Licensee shall share all such results with Licensor as soon as possible. If the results of any such audit show that the Sublicensee is not in compliance with the restrictions on use and disclosure of confidential information in this Agreement, then Licensee shall (i) take appropriate steps to address such non-compliance, (ii) take immediate action to stop any such use or disclosure that violates such restrictions and retrieve, to the extent possible, any confidential information of Licensor, (iii) immediately terminate the sublicense of any Sublicensee willfully or negligently at fault for a material violation of such restrictions and (iv) promptly notify Licensor of any sublicense that has been terminated pursuant to this Section 2.1.4(c) .


(d) The Parties agree that each Sublicensee, if any, shall accede to Licensee's obligations under this Agreement so that Licensor may take legal or other action for damages and all other appropriate relief and exercise any other rights or remedies that Licensor or Licensee may have at law or in equity against such Sublicensee relating to, or arising from, such Sublicensee's breach of its agreement to sublicense hereunder. At Licensor's expense, Licensee shall reasonably cooperate with Licensor in such taking of legal action or exercising of such rights or remedies. Further, Licensor may, to the extent not inconsistent with the provisions of Article 11 hereof, take any action or pursue or exercise any right, remedy or action against Licensee to the extent caused by, arising out of, or in connection with or relating to, any of Licensee's inaction or any breach of, or failure to perform, any obligation or covenant of Licensee under this Agreement in connection with any breach by Sublicensee of its agreement to sublicense hereunder.


Section 2.2. Reservation of Rights . All rights not expressly granted by Licensor hereunder are reserved to Licensor. Without limiting the generality of the foregoing, Licensor and Licensee expressly acknowledge that nothing contained herein shall be construed or interpreted as a grant, by implication or otherwise, of any licenses other than the licenses specified in Section 2.1 .


Section 2.3. Licensor Obligations . Licensor hereby acknowledges and agrees that it shall, and shall cause its Affiliates to, execute or deliver any further instruments, information, explanations or documents and take all such further action as may be necessary to grant to Licensee the licenses hereunder, to enable Licensee to practice, make and use the invention, technology or ideas covered by the Licensee Licensed Intellectual Property and to use, develop

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and exploit the Licensee Licensed Copyright, and for Licensee to fully enjoy all of the rights and benefits to, the Licensee Licensed Intellectual Property as provided in this Agreement, subject in each case to the limitations herein described.

Section 2.4. Scope of Licenses . The Parties expressly and specifically agree that the licenses granted herein shall be limited to, and the Licensee Licensed Intellectual Property shall not be used beyond, the Licensed Business. Licensee acknowledges that the technology that is subject to this Agreement constitutes or comprises confidential information and shall agree that any use or disclosure by such Licensee of such confidential information beyond that expressly authorized in this Agreement is prohibited.

Section 2.5. Modifications to Schedules 2.1.1 and 2.1.2 . The Parties agree that, when and if it becomes necessary during the term of this Agreement for Licensee, Purchaser or the Purchasing Subsidiaries to use any other or any, as the case may be, Intellectual Property Rights (other than the Lenovo Trademarks) that are being used or are held for use by Licensor in the conduct of the Licensed Business as of the Closing Date in order for Licensee, Purchaser or the Purchasing Subsidiaries to properly conduct such business as contemplated hereunder and under the Acquisition Agreement, Licensor shall, and Seller shall procure the relevant Selling Subsidiaries to, grant to the Licensee a license in respect of such Intellectual Property Rights (other than the Lenovo Trademarks, which are subject to a separate agreement by and among the parties) on the same terms and conditions as set forth in this Agreement and such Intellectual Property Rights shall be regarded as Licensee Licensed Intellectual Property for the purpose of this Agreement and Schedule 2.1.1 or 2.1.2 , as the case may be, shall, from the date of the relevant grant, be deemed to be modified to include such Intellectual Property Rights.


Section 2.6. Improvements . Subject to Section 7.3(c) of the Supplement, all improvements and enhancements to the Licensee Licensed Intellectual Property made, developed, created, invented or discovered by Licensee and/or any Sublicensee shall belong to Licensee and/or such relevant Sublicensee.


Section 2.7. Limitations on Grant . Licensee expressly acknowledges and agrees that (i) all of its rights to use the Licensee Licensed Intellectual Property are set forth herein, (ii) nothing herein shall be construed to convey any rights to Licensee in any Intellectual Property Rights of Licensor or its Affiliates (including, without limitation, any improvements or enhancements made by Licensor or its Affiliates to any of the Intellectual Property Rights granted by Licensor and its Affiliates to Licensee hereunder), which in their entirety are made, developed, conceived, or otherwise created without contribution by Licensee or its Affiliates after the date of this Agreement and (iii) it shall use the licenses granted pursuant to Sections 2.1 to the Licensee Licensed Intellectual Property exclusively in the Licensed Business. Notwithstanding anything else herein, each license herein granted to any registered patent is limited to the territory or jurisdiction in which such registered patent has been issued.


ARTICLE 3

Consideration


The consideration for the license granted hereunder consists of the substantial benefits derived by Licensor and Licensee from the Purchaser's purchase of the Assets from the Seller, as set forth in the Acquisition Agreement, and the consummation of the transactions contemplated thereby, there being no further consideration or royalty payable in respect thereof.


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ARTICLE 4

Licensee Licensed Intellectual Property Maintenance and Registration of Agreement

Section 4.1. Maintenance of Patents . Except as stated in the proviso to the following sentence, neither Licensor, nor any of its Subsidiaries, is required to file any patent application, or to secure any patent or patent rights, or to maintain any L ...