{"id":42788,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/settlement-and-dissolution-agreement-summit-technology-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"settlement-and-dissolution-agreement-summit-technology-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/settlement-and-dissolution-agreement-summit-technology-inc.html","title":{"rendered":"Settlement and Dissolution Agreement &#8211; Summit Technology Inc., VISX Inc. and Pillar Point Partners"},"content":{"rendered":"<pre>\n                      SETTLEMENT AND DISSOLUTION AGREEMENT\n\n     This Settlement and Dissolution Agreement is made and entered into this\n4th day of June, 1998 (the \"Effective Date\"), between and among Summit\nTechnology, Inc., a corporation organized under the laws of the Commonwealth of\nMassachusetts (\"Summit\"), Summit Partner, Inc., a corporation organized under\nthe laws of the State of Delaware (\"SPI\"), VISX, Incorporated, a corporation\norganized under the laws of the State of Delaware (\"VISX\"), VISX Partner, Inc.,\na corporation organized under the laws of the State of Delaware (\"VPI\") and\nPillar Point Partners, a Delaware general partnership whose general partners\nare SPI and VPI (\"Pillar Point\").\n\n                              W I T N E S S E T H:\n\n     WHEREAS, Summit and VISX caused Pillar Point to be formed in 1992 to\nresolve certain patent disputes and, in connection therewith, entered into a\nFormation Agreement dated June 3, 1992 (\"Formation Agreement\") and caused their\naffiliates SPI and VPI to enter into a Partnership Agreement of even date\n(\"Partnership Agreement\"); and\n\n     WHEREAS, in accordance with the provisions of the Formation Agreement and\nthe Partnership Agreement, Summit and VISX, through SPI and VPI, each caused to\nbe contributed to Pillar Point the exclusive licensing rights in and to certain\nof their patents containing claims covering methods and apparatus for\nperforming ultraviolet laser corneal surgery in the United States and agreed\nautomatically to contribute to Pillar Point similar rights in any subsequently\nissued patents under any U.S. patent application having a filing or priority\ndate in whole or in part occurring on or before June 3, 1993, as well as rights\nin certain Precluding Patents (as defined in the Formation Agreement); and\n\n     WHEREAS, Summit and VISX each entered into License Back Agreements with\nPillar Point (\"License Back Agreements\"), pursuant to which Pillar Point\ngranted to each a non-exclusive license to the Pillar Point certain patents\n(the License Back, Formation and Partnership Agreements, together with all\namendments thereto and the collateral documentation executed and delivered in\nconnection therewith, are hereinafter collectively referred to as the \"Pillar\nPoint Agreements\"); and\n\n     WHEREAS, on June 17, 1997, Summit and VISX entered into a settlement\nagreement (the \"Azema Settlement Agreement\"), pursuant to which the parties\nresolved certain patent disputes, released various claims, cross licensed\ncertain of each other's foreign patents, covenanted not to sue each other for\npatent infringement, and caused the exclusive licensing rights to Summit's\nUnited States Azema Patents (as defined in the Azema Settlement Agreement) to\nbe contributed to Pillar Point; and\n\n     WHEREAS, Pillar Point, Summit and VISX are involved in numerous disputes\nbetween and among themselves and with third parties relating to Pillar Point;\nand\n\n     WHEREAS, Summit and VISX desire to reach a final and complete settlement\nof all claims, disputes and lawsuits between them, dissolve Pillar Point, cross\nlicense patents and\n\n\nexchange general releases, all in accordance with the terms and conditions of\nthis Settlement and Dissolution Agreement;\n\n     NOW, THEREFORE, in consideration of the payments, releases, licenses,\ncovenants and undertakings hereinafter set forth, Pillar Point, Summit and VISX\nagree as follows:\n\n                               A G R E E M E N T:\n\n     1.   Affiliates. For purposes of this Settlement and Dissolution\nAgreement, the term \"Affiliate\" means (a) any corporation, entity or person\nthat now or in the future owns or acquires at least 85% of the shares entitled\nto vote of Summit or VISX or that otherwise acquires Summit or VISX by merger,\nconsolidation, or acquisition of substantially all of the assets of Summit or\nVISX or (b) any corporation, entity or person with respect to which, now or in\nthe future, Summit or VISX owns or acquires at least 85% of the shares entitled\nto vote of such corporation, entity or person or that is otherwise acquired by\nSummit or VISX by merger, consolidation or acquisition of substantially all of\nthe assets of such corporation, person or entity. Under no circumstances shall\na cooperative venture (as defined at Section 11, below) be deemed to qualify a\nthird party as an Affiliate of VISX or Summit, absent compliance with the\nspecific provisions of this Section 1. Hereinafter, references to Summit and\nVISX in this Settlement and Dissolution Agreement (including, for example,\nreferences to cross licenses granted between Summit and VISX) shall be deemed\nto include their respective Affiliates.\n\n     2.   Patents. (a) For purposes of this Settlement and Dissolution\nAgreement, the term \"Summit Patents\" means all U.S. and foreign patents issued\nto Summit or in which Summit in the future acquires an ownership interest or\nthe right to license others to practice the art embodied in the patent, and\nwhich relate to a method or apparatus for laser ablation of corneal tissue. (b)\nFor purposes of this Settlement and Dissolution Agreement, the term \"VISX\nPatents\" means all U.S. and foreign patents issued to VISX or in which VISX in\nthe future acquires an ownership interest or the right to license others to\npractice the art embodied in the patent, and which relate to a method or\napparatus for laser ablation of corneal tissue. Without limitation, the Summit\nPatents and the VISX Patents include all of the Patents included or includable\nin Pillar Point by virtue of the Pillar Point Agreements.\n\n     3.   Payment. In consideration for the settlement of litigation and\nreleases described in Sections 8, 12 and 14, below, within one (1) business day\nof the Effective Date, VISX shall make a single lump sum cash payment to Summit\nin the amount of Thirty-Five Million Dollars ($35,000,000), in good,\nimmediately available funds, wired to the following account: BankBoston,\nAccount #551-06959, ABA #011000390, 100 Federal Street, Boston, Massachusetts\n02110 (or such other account as Summit may direct). In the event VISX fails to\ntimely make the payment described in this Section 3, Summit shall have the\noption of either (i) terminating this Agreement and treating it as null and\nvoid or (ii) treating the Agreement as effective and suing VISX in the United\nStates District Court for the District of Massachusetts or any other court of\ncompetent jurisdiction for breach of contract and\/or to specifically enforce\nVISX's payment and other\n\n\n                                       2\n\nobligations hereunder. In the event of such suit, VISX (i) consents to the\njurisdiction and venue selected by Summit and (ii) shall be liable for all of\nSummit's costs of suit, including attorneys' fees.\n\n     4.   Royalty-Free License to VISX. Pillar Point hereby grants to VISX an\nirrevocable, perpetual, non-exclusive, non-transferable, fully paid up license\nunder the Summit Patents to make, have made, use, offer to sell, sell, lease\nand otherwise dispose of products that come within the claims of the Summit\nPatents, whether directly or indirectly through distributors or other\nresellers, and to perform and sublicense others to perform procedures using\nthose products or which are covered by method claims of the Summit Patents, in\nthe United States.\n\n     5.   Royalty-Free License to Summit. Pillar Point hereby grants to Summit\nan irrevocable, perpetual, non-exclusive, non-transferable, fully paid up\nlicense under the VISX Patents, to make, have made, use, offer to sell, sell,\nlease and otherwise dispose of products that come within the claims of the VISX\nPatents, whether directly or indirectly through distributors or other\nresellers, and to perform and sublicense others to perform procedures using\nthose products or which are covered by method claims of the VISX Patents, in\nthe United States.\n\n     6.   Dissolution of Pillar Point. Effective immediately following the\ngrant of the licenses described in Sections 4 and 5, above (\"Payment Date\"),\nPillar Point is hereby dissolved, and, subject only to the terms of this\nAgreement, the Pillar Point Agreements are terminated and all rights to\nlicense, prosecute, defend and otherwise deal in and with the VISX Patents\nshall revert back to VISX or its designee (subject to, among other terms of\nthis Agreement, the terms of Section 5, above), and all rights to license,\nprosecute, defend and otherwise deal in and with the Summit Patents shall\nrevert back to Summit or its designee (subject to, among other terms of this\nAgreement, the terms of Section 4 above). From and after the Payment Date,\nneither Summit nor VISX shall have any further payment or other obligation to\nPillar Point in respect of equipment royalties, procedure royalties, or\notherwise.\n\n     7.   Winding Up and Termination of Pillar Point. Notwithstanding the\nprovisions of Section 6, above, Pillar Point shall remain in existence after\nthe Payment Date for the sole purpose of winding up its affairs, defending or\nsettling remaining litigation in which it is or becomes a defendant and\/or\ncompleting the defense of any such litigation. Except as specifically set forth\nbelow, liability for costs and expenses incurred by Pillar Point prior to\ndissolution, and for ongoing expenses of Pillar Point incurred in connection\nwith the winding up activities described above, shall be allocated 60% to VISX\nand 40% to Summit. Rights to remaining Pillar Point assets, including cash,\nclaims against third parties (such as patent infringement) and receivables held\nby Pillar Point which accrued prior to the Payment Date or which otherwise\nremain in Pillar Point after winding up, shall be allocated 60% to VISX and 40%\nto Summit. Until the Payment Date, the License Back Agreements will remain in\nforce and the parties will remain liable for royalties to Pillar Point accruing\nprior thereto, provided that each party may calculate royalties using the same\nassumptions and contract interpretations as were used in the immediately prior\nmonth.\n\n\n                                       3\n\n     8.   Resolution of Third Party Litigation. (a) Summit and VISX will work\ncooperatively and in good faith to resolve the Third Party Litigation (as\nidentified and defined on Exhibit A) [Redacted]*:\n\n\n\n\n*This portion has been omitted pursuant to a request for confidential treatment\n and filed separately with the Commission.\n\n\n\n\n\n\n\n\n                                       4\n\n[Redacted]*\n\n\n\n\n\n\n\n\n\n*This portion has been omitted pursuant to a request for confidential treatment\n and filed separately with the Commission.\n\n\n\n\n\n\n\n\n\n\n\n                                       5\n\n[Redacted]*\n\n\n\n\n\n\n\n\n\n\n\n\n\n*This portion has been omitted pursuant to a request for confidential treatment\n and filed separately with the Commission.\n\n\n\n\n\n\n\n\n                                       6\n\n\n[Redacted]*\n\n     9.   VISX Cross License. Summit hereby grants to VISX an irrevocable,\nperpetual, worldwide, non-exclusive, non-transferable, fully paid up license\nunder the Summit Patents, and any divisions, reissues, re-examinations,\ncontinuations, continuations in part, renewals, extensions and additions\nthereto, to make, have made, use, offer to sell, sell, import, lease and\notherwise dispose of products that come within the claims of the Summit\nPatents, whether directly or indirectly through distributors or other\nresellers, and to perform and sublicense others to perform procedures using\nthose products or which are covered by method claims of the Summit Patents. As\nused herein, the term \"non-transferable\" is not intended to alter or diminish\nthe parties' intention that their present or future Affiliates shall enjoy the\nbenefits of the cross licenses described in this Agreement without necessity of\nfurther action (subject to Section 11 below).\n\n     10.  Summit Cross License. VISX hereby grants to Summit an irrevocable,\nperpetual, worldwide, non-exclusive, non-transferable, fully paid up license\nunder the VISX Patents and any divisions, reissues, re-examinations,\ncontinuations, continuations in part, renewals, extensions and additions\nthereto, to make, have made, use, offer to sell, sell, import, lease and\notherwise dispose of products that come within the claims of the VISX Patents,\nwhether directly or indirectly through distributors or other resellers, and to\nperform and sublicense others to perform procedures using those products or\nwhich are covered by method claims of the VISX Patents. As used herein, the term\n\"non-transferable\" is not intended to alter or diminish the parties' intention\nthat their present or future Affiliates shall enjoy the benefits of the cross\nlicenses described in this Agreement without necessity of further action\n(subject to Section 11 below).\n\n     11.  [Redacted]*\n\n\n\n*This portion has been omitted pursuant to a request for confidential treatment\n and filed separately with the Commission.\n\n\n                                       7\n\n     12.  Dismissal of Litigation. Within five (5) days of the Effective Date,\nSummit, VISX and Pillar Point shall cause all of the Summit\/VISX Litigation (as\nhereinafter defined) to be dismissed with prejudice, with each party to bear its\nown costs and attorneys' fees. As used herein, \"Summit\/VISX Litigation\" means\nVISX Partner, Inc. v. Summit Partner, Inc., Santa Clara County Superior Court,\nCase No. CV 772057; VISX, Incorporated v. Pillar Point Partners, et al., Santa\nClara County Superior Court, Case No. 770042; and VISX Partner, Inc., on behalf\nPillar Point Partners, United States District Court, District Of Massachusetts,\nCase No. 96-11739-PBS. The term \"Summit\/VISX Litigation\" includes all\ncounterclaims, cross-claims and the like asserted in the foregoing actions.\n\n     13.  Release by VISX. Except for Claims (as defined in this Paragraph 13)\nfor breach of this Settlement and Dissolution Agreement, VPI, VISX, and Pillar\nPoint, on behalf of themselves and their respective officers, directors,\nemployees, representatives, predecessors, successors, agents, assigns and\nattorneys (together, the \"VISX Releasors\"), do hereby forever release and\ndischarge SPI, Summit, and their respective officers, directors, employees,\nrepresentatives, predecessors, successors, agents, assigns and attorneys\n(together, the \"Summit Releasees\"), from any and all actions, causes of\nactions, suits, debts, sums of money, accounts, reckonings, bonds, bills,\ncontracts, controversies, agreements, promises, damages, judgments, awards,\nexecutions, claims and demands whatsoever, including without limitation costs\nand attorneys' fees, in law, admiralty or equity, or as a result of any\narbitration, whether known or unknown to any of the VISX Releasors\n(collectively, \"Claims\"), which the VISX Releasors, or any of them, ever had,\nnow have or hereafter can, shall, or may have, whether in their own right or by\nassignment, transfer or grant from any other person, upon or by reason of any\nmatter, cause or thing whatsoever, from the beginning of the world to the\nEffective Date, including, but not limited to, any Claims relating directly or\nindirectly to Pillar Point and the Pillar Point Agreements (including royalties\nand payments alleged to be due and owing thereunder), unfair trade practices,\nfalse or misleading advertising claims or otherwise.\n\n     14.  Release by Summit. Except for (i) the possible claims relating to the\nTrokel Patents described in Section 8(a)(vi), above, below and in the Tolling\nAgreement, and (ii) Claims (as defined in this Paragraph 14) for breach of this\nSettlement and Dissolution Agreement, Pillar Point, SPI, Summit, and Summit's\nAffiliates, on behalf of themselves and their respective officers, directors,\nemployees, representatives, predecessors, successors, agents, assigns and\nattorneys (together, the \"Summit Releasors\"), effective on the Payment Date do\nhereby forever release and discharge VPI, VISX and VISX's Affiliates, and their\nrespective officers, directors, employees, representatives, predecessors,\nsuccessors, agents, assigns and attorneys (together, the \"VISX Releasees\") from\nany and all actions, causes of action, suits, debts, sums of money, accounts,\nreckonings, bonds, bills, contracts, controversies, agreements, promises,\ndamages, judgments, awards, executions, claims and demands whatsoever,\nincluding without limitation costs and attorneys' fees, in law, admiralty or\nequity, or as a result of any arbitration, whether known or unknown to any of\nthe Summit Releasors (collectively, \"Claims\"), which the Summit Releasors, or\nany of them, ever had, now have or hereafter can, shall, or may have, whether in\ntheir own right or by assignment, transfer or grant from any other person, upon\nor by reason of any matter, cause or thing whatsoever, from the beginning of\nthe world to the Effective Date, including, but not limited\n\n\n\n                                       8\n\n\nto, any Claims relating directly or indirectly to Pillar Point and the Pillar\nPoint Agreements (including royalties and payments alleged to be due and owing\nthereunder or Claims of wrongful dissolution thereof).\n\n     15.  Covenants Not to Sue. (a) Summit hereby covenants never to sue or\nthreaten to sue VISX or VISX's distributors, customers, or users and never to\nmake any claim whatsoever against VISX or VISX's distributors, customers or\nusers anywhere in the world, for any alleged infringement of any patent\n(whenever issued) which relates to a method or apparatus for laser ablation of\ncorneal tissue, or for any alleged infringement of any patent owned by Summit as\nof the Effective Date and which relates to refractive correction of the eye, on\nthe basis of the manufacture, use, offer to sell, sale, sublicense to customers\nor users, lease or other disposition of products that come within the claims of\nsuch patents; (b) VISX hereby covenants never to sue or threaten to sue Summit\nor Summit's distributors, customers, or users and never to make any claim\nwhatsoever against Summit or Summit's distributors or customers, anywhere in the\nworld, for any alleged infringement of any patent (whenever issued) which\nrelates to a method or apparatus for laser ablation of corneal tissue, or for\nany alleged infringement of any patent owned by VISX as of the Effective Date\nand which relates to refractive correction of the eye, on the basis of the\nmanufacture, use, offer to sell, sale, sublicense to customers or users, lease\nor other disposition of products that come within the claims of such patents.\n\n     16.  Admissibility. Nothing in this Settlement and Dissolution Agreement\nshall be construed as an admission by any party of any liability of any kind to\nthe other party. This Settlement and Dissolution Agreement shall not be\nadmissible as evidence against any party hereto or its Affiliates in any\nproceeding other than in a proceeding to enforce an obligation of a party\nhereunder or as proof of the dissolution of Pillar Point.\n\n     17.  Notices. Any notice given pursuant to this Settlement and Dissolution\nAgreement shall be in writing and, except as otherwise expressly provided\nherein, shall be deemed to have been duly delivered if delivered in person or\nby certified or registered or overnight express mail, postage and mailing\nexpense prepaid, or by facsimile transmission with hard copy to follow by\nregular mail and, if given or rendered to Summit or its Affiliates addressed to:\n\n               Summit Technology, Inc.\n               21 Hickory Drive\n               Waltham, Massachusetts 02154\n               Attention: Chief Executive Officer\n\nor if given or rendered to VISX or its Affiliates addressed to:\n\n               VISX Incorporated\n               3400 Central Expressway\n               Santa Clara, California 95051\n               Attention: Chief Executive Officer\n\n\n                                       9\n\nEither party may specify a different address by notifying the other in writing\nof such different address.\n\n      18.   Severability. If any provision of this Settlement and Dissolution\nAgreement, or the application of such provision to any person or circumstance,\nshall be held to be invalid or unenforceable, the remainder of this Settlement\nand Dissolution Agreement, or the application of such provision to such persons\nor circumstances other than those to which it is held invalid or unenforceable,\nshall not be affected thereby, provided that such invalid or unenforceable\nprovisions shall be replaced by valid and enforceable provisions which will\nachieve as far as possible the economic and business intentions of the parties\nto this Settlement and Dissolution Agreement.\n\n      19.   Summit Acknowledgment. Summit hereby warrants and represents that\n(a) it has read and understood the terms of this Settlement and Dissolution\nAgreement; (b) it has the full right and authority (i) to enter into this\nSettlement and Dissolution Agreement, (ii) to grant the licenses, releases,\ncovenants and undertakings recited herein on its own behalf and on behalf of\neach Summit Affiliate, and (iii) to enter into the agreements received herein\non its own behalf and on behalf of each Summit Affiliate; and (c) there are no\noutstanding agreements, assignments, or encumbrances inconsistent with the\nprovisions set forth in this Settlement and Dissolution Agreement.\n\n      20.   VISX Acknowledgment. VISX hereby warrants and represents that (a)\nit has read and understood the terms of this Settlement and Dissolution\nAgreement; (b) it has the full right and authority (i) to enter into this\nSettlement and Dissolution Agreement, (ii) to grant the licenses, releases,\ncovenants and undertakings recited herein on its own behalf and on behalf of\neach VISX Affiliate, and (iii) to enter into the agreements recited herein on\nits own behalf and on behalf of each VISX Affiliate; and (c) there are no\noutstanding agreements, assignments, or encumbrances inconsistent with the\nprovisions set forth in this Settlement and Dissolution Agreement.\n\n      21.   Integration. Except as otherwise specifically set forth herein,\nthis Settlement and Dissolution Agreement, together with its Exhibits,\nrepresents the entire agreement and understanding between and among the parties\nhereto with respect to the subject matter hereof and supersedes any and all\nprior or contemporaneous discussions, agreements and understandings relating\nthereto. Specifically, except as otherwise expressly provided herein, each of\nthe following agreements is expressly terminated and superseded as of the\nEffective Date by operation of this Settlement and Dissolution Agreement.\n\n         o        Formation Agreement dated June 3, 1992 among\n                  VISX, Summit, VPI, and SPI\n\n         o        General Partnership Agreement, dated June 3, 1992,\n                  between SPI and VPI\n\n\n\n                                       10\n\n\n         o     License-back to Summit Agreement dated June 3, 1992\n\n         o     License-back to VISX Agreement dated June 3, 1992\n\n         o     Contribution Agreement between SPI and Pillar Point dated June 3,\n                1992\n\n         o     Contribution Agreement between VPI and Pillar Point dated June 3,\n               1992\n\n         o     The following sections of the Azema Settlement Agreement: 4\n               (Definition of Affiliate); 9(b) (License to VISX); 10(b) (License\n               to Summit); 11(a) and 12(a) (Covenants Not to Sue); and 24\n               (Integration).\n      \n         o     Tolling Agreement dated February 12, 1998, between Summit and\n               VISX\n\n      It is the intent of the parties that the Joint Defense Agreement among\nthem relating to the Third Party Litigation shall survive execution of this\nSettlement Agreement. This Settlement and Dissolution Agreement may not be\nvaried or modified other than by a writing executed on behalf of each of the\nparties hereto. With the exception of transfers of rights to present or future\nAffiliates (which occurs without necessity of further action), neither VISX nor\nSummit shall assign, transfer, or delegate any of its rights, duties and\nobligations under this Settlement and Dissolution Agreement without the\nexpress written consent of the other party, which consent shall not be\nunreasonably withheld.\n\n      22.   Strict Performance. The failure by any party to insist upon the\nstrict performance of any covenant, duty, agreement or condition of this\nSettlement and Dissolution Agreement or to exercise any right or remedy\nconsequent upon a breach thereof shall not constitute waiver of any such breach\nor any other covenant, duty, agreement or condition.\n\n      23.   Indemnification. Each of Summit and VISX (for purposes of this\nParagraph 23, each a \"Licensee\") shall indemnify, defend and hold harmless the\nother party and its successors and assigns (for purposes of this Paragraph 23,\neach a \"Licensor\") from and against any loss, damage, cost or expense of\nwhatsoever kind or nature (including reasonable attorneys' fees and\nprofessional expenses) incurred by the Licensor by reason of any product\nliability claim arising out of the manufacture, use, sale, lease, license or\nother disposition of products manufactured or marketed by Licensee or any\nLicensee Affiliate or any distributor of Licensee or any Licensee Affiliate and\nlicensed hereunder. The foregoing indemnification and agreement to defend and\nhold harmless shall include, without limitation, any cost or expense incurred\nor to be incurred by the Licensor or any Licensor Affiliate by reason of its\nhaving been or being made a party or being threatened to be made a party to any\nthreatened, pending or completed action, suit or proceeding, whether civil,\n\n\n                                       11\n\ncriminal, administrative or investigative in connection with any actual or\nalleged act or omission in connection with any such manufacture, use, sale,\nlease, license or other disposition of products manufactured or assembled by\nLicensee or any Licensee Affiliate or performance of any procedures using those\nproducts. The foregoing indemnification and agreement to defend and hold\nharmless shall not extend to any acts or omissions by or on behalf of the\nLicensor or its Affiliates in bad faith or as a result of negligence. A party\nclaiming indemnification shall not be entitled to indemnification with respect\nto any action to which it consented in writing or any claim as to which it did\nnot give written notice to the party from which indemnification is sought\nwithin ninety (90) days after having received notice of such claim. IN NO EVENT\nSHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, PUNITIVE, SPECIAL\nOR CONSEQUENTIAL DAMAGES. In the event any claim for indemnification arises\nfrom a claim of a third party, the party from whom indemnification is sought\nshall have the right to defend against such third party claim and, in such\nevent, the party seeking indemnification shall cooperate with all reasonable\nrequests in the defense thereof at the expense of the party from whom\nindemnification is sought.\n\n      24.   No Agency. Nothing in this Settlement Agreement shall be deemed to\nappoint or authorize any party to act as an agent of the other party or to\nassume or incur any liability or obligation in the name or on behalf of the\nother party.\n\n      25.   Labels. (a) VISX shall affix to each product covered by one or more\nof the Summit Patents that is sold, licensed, leased or otherwise disposed of\nafter the Effective Date a label reasonably requested by Summit listing the\napplicable Summit Patent(s). The purpose of the label is to provide notice of\nthe Summit Patents to other parties to establish or support a claim by Summit\nagainst any such other party of damages due to infringement. Summit and VISX\nagree that any such label will not be introduced into evidence, produced, relied\nupon, or used in any way in any proceeding between Summit and VISX, except in a\nproceeding related to enforcement of the terms of this Settlement and\nDissolution Agreement; (b) Summit shall affix to each product covered by one or\nmore of the VISX Patents that is sold, licensed, leased or otherwise disposed of\nafter the Effective Date a label reasonably requested by VISX listing the\napplicable VISX Patent(s). The purpose of the label is to provide notice of the\nVISX Patents to other parties to establish or support a claim by VISX against\nany such other party of damages due to infringement. Summit and VISX agree that\nany such label will not be introduced into evidence, produced, relied upon, or\nused in any way in any proceeding between Summit and VISX, except in a\nproceeding related to enforcement of the terms of this Settlement and\nDissolution Agreement.\n\n      26.   Governing Law. This Settlement and Dissolution Agreement shall be\ngoverned by the laws of the State of Delaware. The terms of this Settlement and\nDissolution Agreement may be enforced in any court of competent jurisdiction.\nBoth parties hereby acknowledge and submit to the jurisdiction of the Federal\nDistrict Court for the District of Delaware to hear and resolve any dispute\nover terms of the Settlement and Dissolution Agreement, to protect and enforce\nthe parties' rights hereunder, to rectify the contract if necessary, and to\norder specific performance, injunction or similar equitable relief.\n\n                                       12\n\n     27.  Counterparts. This Settlement and Dissolution Agreement may be\nexecuted in separate counterparts, each of which shall be considered an\noriginal but all of which shall constitute one agreement.\n\n     28.  Public Statements. Summit and VISX agree that neither of them shall\nmake any public statements about this Settlement and Dissolution Agreement or\nits terms, except as may be set forth in the joint press release referred to\nbelow or as required by applicable securities laws. VISX and Summit shall be\npermitted to disclose the terms of this Settlement and Dissolution Agreement to\nthe Federal Trade Commission, and to any other person or entity if ordered to\ndo so by a court of competent jurisdiction, and VISX and Summit shall be\npermitted to issue a joint press release, after the Effective Date, announcing\nthe fact that they have settled outstanding disputes and agreed to dissolve\nPillar Point Partners and the general terms of the Agreement.\n\n     WHEREFORE, the parties hereto, having been duly authorized to do so, have\ncaused this Settlement and Dissolution Agreement to be executed as of the date\nfirst above written.\n\nSUMMIT TECHNOLOGY, INC.                 VISX, INCORPORATED\n\nBy: \/s\/ Robert J. Palmisano             By: \/s\/ Elizabeth Davila\n   ---------------------------             -----------------------------\nName: Robert J. Palmisano               Name: Elizabeth Davila\nTitle: Chief Executive Officer          Title: Executive Vice President\n                                                 Chief Operating Officer\n\nSUMMIT PARTNER, INC.                    VISX PARTNER, INC.\n\nBy: \/s\/ Robert J. Palmisano             By: \/s\/ Elizabeth Davila\n   ---------------------------             -----------------------------\nName: Robert J. Palmisano               Name: Elizabeth Davila\nTitle: Chief Executive Officer          Title: Vice President\n\nBy: \/s\/ James Lightman                  By: \/s\/ Katrina Church\n   ---------------------------             -----------------------------\nName: James Lightman                    Name: Katrina Church\nTitle: Secretary                        Title: Secretary\n\nPILLAR POINT PARTNERS                   PILLAR POINT PARTNERS\n\nBy: SUMMIT PARTNER, INC.                By: VISX PARTNER, INC.\nITS GENERAL PARTNER                     ITS GENERAL PARTNER\n\nBy: \/s\/ Robert J. Palmisano             By: \/s\/ Elizabeth Davila\n   ---------------------------             -----------------------------\nName: Robert J. Palmisano               Name: Elizabeth Davila\nTitle: Chief Executive Officer          Title: Vice President\n\n\n\n\n                                       13\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8967,9266],"corporate_contracts_industries":[9436],"corporate_contracts_types":[9613,9617],"class_list":["post-42788","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-summit-autonomous-inc","corporate_contracts_companies-visx-inc","corporate_contracts_industries-health__instruments","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42788","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42788"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42788"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42788"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42788"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}