Technology, Software, Inventions And Patent License Agreement

Exhibit 10.10


AMENDED & RESTATED LICENSE AGREEMENT


Effective as of October 13, 2003 ("Effective Date"), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California ("STANFORD"), and Google Inc., a Delaware corporation having a principal place of business at 2400 Bayshore Parkway, Mountain View, CA 94043 ("GOOGLE"), agree as follows:


1. BACKGROUND

1.1 STANFORD and Google Inc., a California corporation and predecessor in interest to GOOGLE, are parties to a License Agreement effective December 1, 1998 ("Original Agreement") and an Amendment effective May 1, 2000 ("Amendment"). It is the intention of the parties that this Agreement will amend and restate the Original Agreement and Amendment in its entirety.


1.2 STANFORD has an assignment of "Improved text searching in hypertext systems" developed by Lawrence Page ("Invention[s]"), as described in Stanford Docket S96-213, and any Licensed Patent(s), as hereinafter defined, which may issue to such Invention(s).


1.3 STANFORD has certain non-patented Technology, as defined in Paragraph 2.2 below, which STANFORD wishes to make available nonexclusively.

1.4 STANFORD desires to have the Technology, Software, and Invention(s) perfected and marketed at the earliest possible time in order that products resulting therefrom may be available for public use and benefit.


1.5 GOOGLE desires a license under said Technology, Software, Invention(s), and Licensed Patent(s) to develop, manufacture, use, market, and sell Licensed Product(s) and Licensed Program(s) in the field of use of internet search applications.


1.6 The Technology, Software, and Invention(s) were made in the course of research supported in part by the U.S. Government.


1.7 GOOGLE exercised its Option in the Original Agreement. STANFORD and GOOGLE are parties to a separate license agreement effective July 1, 2001 for "Information Extraction from a Database" (Stanford Docket S01-028) and "Background Surfing" (Stanford Docket S01-027).

2. DEFINITIONS

2.1 "Licensed Patent(s)" means (a) STANFORD's U.S. Patent 6,285,999 filed January 9, 1998 and issued September 4, 2001, (b) any Letters Patent issued upon STANFORD's U.S. patent application Serial Number 09/895,174 filed July 2, 2001, (c) any Letters Patent issued upon STANFORD's U.S. patent application Serial Number 09/899,068 filed July 6, 2001,

any foreign patents corresponding thereto, and/or any divisions, continuations, or reissue thereof.


2.2 "Technology" means existing non-patented and non-copyrighted ideas, technical data and information generally described in Appendix A. Technology excludes Software.


2.3 "Software" means the Google source code, including any other material relating to Google source code which will be provided to GOOGLE pursuant to this Agreement.


2.4 "Licensed Product(s)" means any product or part thereof in the Licensed Field of Use, the manufacture, use, or sale of which:

a) Is covered by a valid claim of an issued, unexpired Licensed Patent(s) directed to the Invention(s). A claim of an issued, unexpired Licensed Patent(s) shall be presumed to be valid unless and until it has been held to be invalid by a final judgment of a court of competent jurisdiction from which no appeal can be or is taken; or (b) Is covered by any claim being prosecuted in a pending application directed to the Invention(s).


2.5 "Licensed Program(s)" means those computer programs developed by GOOGLE in the Licensed Field of Use, including manuals and related documentation, which include a material portion of, or which are derived from, Software.

2.6 "Licensed Field of Use" means internet search applications.


2.7 "Use Sublicense(s)" means any agreement or arrangement between GOOGLE and any customer for the use of Licensed Program(s).


2.8 "Exclusive" means that, subject to Article 5, STANFORD shall not grant further licenses in the Licensed Field of Use.


2.9 "Patent Sublicense" means any sublicense of a Licensed Patent granted by GOOGLE to a third party to allow that third party to make, have made, use, sell, offer for sale, and import its own Licensed Products without GOOGLE providing products or services.


2.10 "Stanford Indemnitees" means STANFORD and Stanford Hospitals and Clinics, and their respective trustees, officers, employees, students, and agents.


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3. GRANT

3.1 STANFORD hereby grants and GOOGLE hereby accepts a worldwide license in the Licensed Field of Use to make, have made, use, sell, offer for sale, and import Licensed Product(s).


3.2 The above license in Paragraph 3.1 is Exclusive for each Licensed Patent, including the right to grant Patent Sublicenses under Article 14, in the Licensed Field of Use for a term commencing as of December 1, 1998 and ending on 10 years from its issuance date. Thereafter, said license shall be nonexclusive until its expiration date. For example, the Exclusive period for U.S. Patent 6,285,999 expires on September 4, 2011.


3.3 STANFORD grants, and GOOGLE accepts

(a) A worldwide license to use, copy, modify, enhance, make derivative works, and distribute Software as part of the development of Licensed Program(s); (b) A worldwide license to grant Use Sublicense(s) to Software as part of Licensed Program(s) solely in the Licensed Field of Use and to grant such sublicenses through multiple tiers of sublicenses; (c) A worldwide license to allow others to use the Licensed Program(s) for internet searching.


3.4 The above licenses in Paragraph 3.3 are Exclusive in the Licensed Field of Use for a term commencing as of December 1, 1998 and ending on September 4, 2011. Thereafter, said license shall be nonexclusive until expiration of the Software's copyright.

3.5 GOOGLE agrees:

(a) To maintain the quality of Software; (b) To affix an appropriate notice of copyright to all copyrightable materials licensed under Paragraph 3.3 hereof, and to do such things as are reasonable to protect and preserve STANFORD's rights in such copyrights; (c) To exercise due care in protecting Software from disclosure to third parties, at least to the degree it exercises care in protecting its own proprietary information; and (d) To take appropriate action with its employees, consultants, and sublicensee(s) to satisfy its obligation under this Agreement with respect to maintaining the above degree of protection for Software.


However, GOOGLE shall have no confidentiality obligations with respect to any information if the same or similar information is or becomes within the public domain through no act of GOOGLE in breach of this Agreement, is independently developed by GOOGLE, or is received unrestricted from another source who was not under an obligation of confidentiality to STANFORD.

3.6 GOOGLE agrees that the source code embodied in the Software is for internal use only and that when sublicensing only object code in binary form will be distributed, except as provided under reasonable source code escrow arrangements.


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3.7 STANFORD hereby grants and GOOGLE hereby accepts a worldwide, nonexclusive license to use, enhance and modify the Technology to develop, make, have made, use, market, sell, and otherwise distribute any products and/or services in the Licensed Field of Use.

3.8 The above license in Paragraph 3.7 shall remain in effect unless terminated in accordance with Article 16 hereof. STANFORD retains all rights in tangible and intangible property provided to GOOGLE.


3.9 STANFORD shall have the right to practice the Invention(s) and use the Technology and Software for its own bona fide uses, including sponsored research and collaborations. STANFORD shall have the right to publish any information included in Technology, Software, and Licensed Patent(s).


4. PATENT PROSECUTION


4.1 The filing, prosecution, and maintenance of all Licensed Patent(s) shall be the primary responsibility of GOOGLE; provided, however, STANFORD will have final approval before proceeding with any substantive actions, including pre-approve or pre-disapprove the abandonment of any Licensed Patent or claims. GOOGLE's patent counsel will concurrently provide STANFORD and GOOGLE with copies of all material correspondence related to said prosecution. GOOGLE's patent counsel will use its best efforts to incorporate STANFORD's reasonable suggestions regarding the prosecution. GOOGLE is responsible for the payment of all charges and fees by GOOGLE's patent counsel related to the filing, prosecution, and maintenance of the Licensed Patents. In the event that a conflict arises with respect to the Licensed Patents, GOOGLE and STANFORD agree to meet and discuss, but STANFORD will still have final approval.

4.2 GOOGLE may request that patent applications corresponding to the Invention(s) be filed in foreign countries in addition to those selected by STANFORD. Should GOOGLE elect to abandon any patent or patent application in any country, it shall give timely notice to STANFORD, who may continue prosecution or maintenance, at its sole expense and GOOGLE shall have no further rights with respect to such patent application or patent in such country.


5. GOVERNMENT RIGHTS


5.1 This Agreement is subject to all of the terms and conditions of Title 35 United States Code Sections 200 through 204, including an obligation that Licensed Product(s) sold or produced in the United States be "manufactured substantially in the United States," and GOOGLE agrees to take all reasonable action necessary on its part as licensee to enable STANFORD to satisfy its obligation thereunder, relating to Invention(s).


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5.2 STANFORD may distribute all of Software, for such use or further distribution as may be reserved, required, or permitted by said ...