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Fujitsu Patent License Agreement Dated 9/26/05

This is an actual contract between Intergraph and Fujitsu Limited.
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PATENT LICENSE AGREEMENT



THIS PATENT LICENSE AGREEMENT (hereinafter "Agreement") is made effective September 26, 2005 (hereinafter "Effective Date"), by and between INTERGRAPH HARDWARE TECHNOLOGIES COMPANY, a Nevada Corporation (hereinafter "IHTC") and FUJITSU LIMITED, a Japan corporation (hereinafter "Fujitsu").

WHEREAS, IHTC has patented technology that it wishes to promote.

WHEREAS, Fujitsu desires to use such technology.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for good and valuable consideration, IHTC and Fujitsu agree as follows.





Section 1. Definitions



1.1 " Affiliate " means any entity controlling (directly or indirectly), controlled by (directly or indirectly) or under common control with (directly or indirectly) a Party. For purposes of this definition, an entity will be deemed to control another entity if such entity beneficially owns (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended), directly or indirectly through one or more subsidiaries: a majority of the outstanding voting securities of such entity; or, if there are no outstanding shares on securities, a majority interest in the right to make the decisions for such entity. For avoidance of doubt, Affiliate shall include, but not be limited to, any entity which at any time during the term of this Agreement: is the Parent of a Party; a Subsidiary of a Party; or a Subsidiary of a Parent (sibling). Notwithstanding the foregoing, the term "Affiliate" hereunder does not include Fujitsu Siemens Computers (Holding) BV ("FSC").

1.2 " IHTC Patents " means (i) all U.S. patents issued for or claiming priority to or the benefit of the filing date of U.S. patent application serial numbers 06/704,497; 06/704,499; 06/704,568; 06/794,248, together with all divisionals, continuations, continuations-in-part, extensions of said applications (including U.S. Patents 4,860,192, 4,884,197, 4,899,275, 4,933,835 and 5,091,846) and (ii) all their counterparts outside the United States (including but not limited to the following European and Japanese patents, respectively: EP0196244 and EP0732656, and JP2083650), and (iii) any patent reissuing, divided, granted on reexamination or extended on any of the aforesaid patents.

1.3 " Licensed Product" means any system within the scope of the claims of the IHTC Patents, including but not limited to those classes of systems identified in Appendix A.

1.4 " Parent " means a corporation, company, partnership, or other entity that owns or controls more than fifty percent (50%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of a Party, but such corporation, company, partnership, or other entity shall be deemed to be a Parent only so long as such ownership or control exists.

1.5 " Parties " means IHTC and Fujitsu.

1.6 " Party " means IHTC or Fujitsu as the context dictates.

1.7 " Subsidiary " means any corporation, partnership or other entity with regard to which (a) greater than fifty percent (50%) of whose outstanding shares or securities entitled to vote for the election of directors or similar managing authority is directly or indirectly owned or controlled by a party hereto, or (b) which does not have outstanding shares or securities but greater than fifty percent (50%) of whose ownership interest representing the right to make the decisions for such entity is, now or hereafter, owned or controlled, directly or indirectly, by a party hereto; provided, however, that in each case such corporation, partnership or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists and exceeds fifty percent (50%). Notwithstanding the foregoing, the term "Subsidiary" hereunder does not include FSC.



Section 2. License and Right to Obtain Licenses



2.1 IHTC's Intergraph Patent License to Fujitsu



(a) IHTC hereby grants to Fujitsu and its Affiliates, a perpetual, non-cancelable, non-exclusive, world-wide, fully paid-up license to the IHTC Patents, including, without limitation, the right for Fujitsu to make, have made, use, export, import, lease, offer to sell, sell or otherwise transfer Licensed Products within the scope of the claims of the IHTC Patents, with no right to transfer this license or right to sublicense other than as per Section 2.2 ("Extension of License to Affiliates") below. For the avoidance of doubt, all Licensed Products made, used, imported, leased, offered for sale, sold or otherwise transferred under this license are themselves Licensed Products, and the license to use, lease, export, import, sell or otherwise transfer such Licensed Products passes to each owner, user, licensee, or transferee of such Licensed Products.

(b) No implied licenses are granted hereunder. Nothing contained in this Agreement shall expressly or by implication or by estoppel or otherwise give Fujitsu any right to license the IHTC Patents to any third party.

(c) Notwithstanding anything in this Agreement to the contrary, the license in subsection (a) above shall not include the activity of FSC manufacturing and selling any product in Europe. For the sake of clarity, this exclusion is not intended to cover the case where the products manufactured by FSC are sold outside Europe by Fujitsu or its Affiliates, or subject to Section 2.6 below where products manufactured by Fujitsu or its Affiliates are sold in Europe by FSC



2.2 Extension of License(s) to Affiliates



(a) The license(s) granted herein includes the right of Fujitsu and IHTC to sublicense their respective Affiliates. For an Affiliate to be sublicensed hereunder, said Affiliate shall agree in writing to be bound by the terms and conditions of this Agreement as if it were named herein in the place of the Party. Any sublicense granted to an Affiliate shall terminate on the date such Affiliate ceases to be an Affiliate or upon termination of the licenses granted in this Agreement, whichever occurs earlier.



2.3 IHTC's Right to Obtain Licenses from Fujitsu



(a) Fujitsu hereby grants to IHTC the right to obtain, at any time during the term of this Agreement after which a "Trigger Event" (as defined below) has occurred, a non-cancelable, non-exclusive, world-wide license for itself and its Affiliates, for a reasonable field of use within the fields in which IHTC and its Affiliates, operate at the Effective Date of this Agreement, under five patents (or applications therefore, and including foreign counterparts, divisionals, reissues or continuation patents, but not including design patents or registrations related to product design) owned by or under which Fujitsu or its Affiliates have the right to grant licenses of the scope provided herein without any payment to third party, at any time during such term, upon terms and conditions, including royalty rates, no less favorable than those granted to Fujitsu herein or in any amendment hereto, provided that:



(i) Fujitsu shall have the right to propose alternative patents to those selected by IHTC, except that IHTC will be permitted to include in its five selected patents any patent that is the subject of a Trigger Event;

(ii) the parties agree to negotiate in good faith to reach mutually agreeable license terms reflecting the above conditions; and

(iii) in the event the parties are unable to reach a mutually satisfactory agreement within ninety (90) days of such a request by IHTC (or such longer time as the parties agree to), at the request of either party the terms of such license shall be determined by binding arbitration before a neutral arbitrator acting under the auspices of the American Arbitration Association.



(b) A "Trigger Event" shall be the filing of a lawsuit or legal proceeding against IHTC (or any of its Affiliates) by Fujitsu (or any of its Affiliates) alleging patent infringement of any patent owned by Fujitsu or its Affiliates, with the following exception: A "Trigger Event" shall not have occurred in the event the filing of such a lawsuit or legal proceeding by Fujitsu (or any of its Affiliates) is in response to a lawsuit or legal proceeding initially filed by IHTC (or any of its Affiliates) against Fujitsu or its Affiliates alleging infringement of any patent owned by IHTC or its Affiliates.

(c) The license(s) provided in this Section 2.3 shall be effective for the full term of this Agreement and shall expire on the last to expire of the IHTC Patents licensed to Fujitsu under this Agreement.



2.4 Acquisitions, Transfers, and Spin-Offs



(a) If, after the Effective Date, a Party (the "Acquired Party") is acquired by a third party:



(i) The Acquired Party shall promptly give notice of such acquisition to the other Party hereto; and

(ii) The license granted to Acquired Party and all sublicenses (if any) granted to the Acquired Party's remaining Affiliates shall automatically become limited to only those products manufactured and marketed by said Acquired Party prior to said acquisition and any commercially reasonable improvements and extensions thereto.



(b) If, after the Effective Date, a Party or any of its Affiliates (the "Acquiring Party") either acquires an entity or acquires substantially all of the assets from an entity, and said entity is, immediately prior to the date of acquisition, licensed by the other Party hereto (the "Licensor") under one or more patents that are also licensed under this Agreement (the "Licensed Patents") through an existing agreement pursuant to which royalties or other payments are made by said entity to Licensor, then the license and other rights granted herein to the Acquiring Party with respect to said Licensed Patents shall apply to products manufactured by said entity or through the use of said assets, provided that such royalties or other payments shall continue to be made by the Acquiring Party or said entity to the Licensor with respect to such products notwithstanding that the Acquiring Party may have been licensed for the same product(s) before the acquisition.

(c) If, after the Effective Date, a Party (the "Transferring Party") either transfers a product line to a third party without transferring an Affiliate to said third party or spins-off an Affiliate (either by disposing of it to a third party or in some other manner reducing ownership or control so that the spun-off entity is no
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