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Sample Business Contracts

Patent Cross License - International Business Machines Corp. and Intergraph Corp.

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               LICENSE REFERENCE NUMBER________________

013003                   PATENT CROSS LICENSE


     LICENSE AGREEMENT ("Agreement") dated January 30, 2003
("Agreement Date") between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New
York corporation ("IBM"), and INTERGRAPH CORPORATION, a Delaware Corporation
("INTERGRAPH").

     Each of the parties (as "Grantee") desires to acquire a nonexclusive
license under patents of the other party (as "Grantor"). In consideration of
the premises and mutual covenants herein contained, IBM and INTERGRAPH agree
as follows:

Section 1.     Definitions
               -----------

     1.1  "Information Handling System" shall mean any instrumentality or
aggregate of instrumentalities primarily designed to compute, classify, process,
transmit, receive, retrieve, originate, switch, store, display, manifest,
measure, detect, record, reproduce, handle or utilize any form of information,
intelligence or data for business, scientific, control or other purposes.

     1.2  "IHS Product" shall mean an Information Handling System or any
instrumentality or aggregate of instrumentalities (including, without
limitation, any component, subassembly, computer program or supply) designed
for incorporation in an Information Handling System.  Any instrumentality or
aggregate of instrumentalities primarily designed for use in the fabrication
(including testing) of an IHS Product shall not be considered to be an IHS
Product.

     1.3  "Licensed Patents" shall mean all patents, including utility models
and typeface design patents and registrations (but not including any other
design patents or registrations):

          (a)   issued or issuing on patent applications entitled to an
     effective filing date prior to January 1, 2013; and

          (b)   under which patents or the applications therefor a party hereto
     or any of its Subsidiaries has as of the Agreement Date, or thereafter
     obtains, the right to grant licenses to Grantee of or within the scope
     granted herein without such grant or the exercise of rights thereunder
     resulting in the payment of royalties or other consideration by Grantor
     or its Subsidiaries to third parties (except for payments among Grantor
     and its Subsidiaries, and payments to third parties for inventions made
     by said third parties while employed by Grantor or any of its
     Subsidiaries).

Licensed Patents shall include said patent applications, continuations-in-part
of said patent applications, and any patents reissuing on any of the aforesaid
patents.

     1.4  "Licensed Products" shall mean either IBM Licensed Products or
INTERGRAPH Licensed Products as the context indicates.

     1.5  "IBM Licensed Products" shall mean IHS Products and any combination
thereof. Any such combination shall be considered an IBM Licensed Product even
though its elements are leased, sold or otherwise transferred at different
times.

     1.6  "INTERGRAPH Licensed Products" shall mean IHS Products and any
combination thereof. Any such combination shall be considered an INTERGRAPH
Licensed Product even though its elements are leased, sold or otherwise
transferred at different times.

     1.7  "Subsidiary" of a party hereto or of a third party shall mean a
corporation, company or other entity:

          (a)   more than fifty percent (50%) of whose outstanding shares or
     securities (representing the right to vote for the election of directors
     or other managing authority) are, now or hereafter, owned or controlled,
     directly or indirectly, by a party hereto or such third party, but such
     corporation, company or other entity shall be deemed to be a Subsidiary
     only so long as such ownership or control exists; or

          (b)   which does not have outstanding shares or securities, as may be
     the case in a partnership, joint venture or unincorporated association,
     but more than fifty percent (50%) of whose ownership interest representing
     the right to make the decisions for such corporation, company or other
     entity is now or hereafter, owned or controlled, directly or indirectly,
     by a party hereto or such third party, but such corporation, company or
     other entity shall be deemed to be a Subsidiary only so long as such
     ownership or control exists.

     1.8  "Authorized Assembler" shall mean a third party that, pursuant to
a written contract with a Grantee, assembles Grantee's Licensed Products, in
accordance with written specifications provided by said Grantee, for sale under
Grantee's brand name.

     1.9  "Effective Date" shall mean January 1, 2003.

Section 2.     Grant of Rights
               ---------------

     2.1  IBM, on behalf of itself and its Subsidiaries, grants to INTERGRAPH,
a nonexclusive and worldwide license under IBM's Licensed Patents:

          (a)   to make (including the right to use any apparatus and practice
     any method in making), use, import, offer for sale, lease, license,
     sell and/or otherwise transfer INTERGRAPH Licensed Products; and

          (b)   to have INTERGRAPH Licensed Products made by another
     manufacturer for the use, importation, offer for sale,  lease, sale and/
     or other transfer by INTERGRAPH only when the conditions set forth in
     Section 2.2 are met.

A particular Licensed Product shall be licensed under only those of IBM's
Licensed Patents which, but for the license granted herein, would have been
infringed (including contributory infringement) if INTERGRAPH had made, used,
imported, offered for sale, leased, sold and/or otherwise transferred such
product in the country where such Licensed Patents exist.

The license granted by IBM to INTERGRAPH is fully paid up.

     2.2  The license granted in Section 2.1(b) to INTERGRAPH to have
products made by another manufacturer:

          (a)   shall only apply to products sold to INTERGRAPH after the
     Agreement Date;

          (b)   shall only apply when the designs, working drawings, and/or
     detailed specifications for such INTERGRAPH Licensed Products originated
     with and were designed by INTERGRAPH (either solely or jointly with one or
     more third parties) and that such designs are in sufficient detail that no
     substantial additional design is required by the manufacturer;

          (c)   shall only be under claims of IBM's Licensed Patents, the
     infringement of which would be necessitated by compliance with such
     specifications; and

          (d)   shall not apply to (i) any methods used, or (ii) any products
     in the form manufactured or marketed, by said other manufacturer prior to
     INTERGRAPH's furnishing of said specifications.

Unless INTERGRAPH informs IBM to the contrary, INTERGRAPH shall be
deemed to have authorized said other manufacturer to make INTERGRAPH's
Licensed Products under the license granted to INTERGRAPH in this
section when the conditions specified in this Section 2.2 are
fulfilled.  In response to a written request identifying a product and
a manufacturer, INTERGRAPH shall in a timely manner inform IBM of the
quantity of such product, if any, manufactured by such manufacturer
pursuant to the license granted in Section 2.1(b).

     2.3  Intergraph Properties Company, Inc.,Intergraph Hardware
Technologies, Inc., and Intergraph Software Technology Company Inc.
(hereinafter collectively referred to as "COMPANIES") and INTERGRAPH,
each on behalf of itself and its Subsidiaries grants IBM a
nonexclusive and worldwide license under INTERGRAPH and COMPANIES
Licensed Patents:

          (a)   to make (including the right to use any apparatus and practice
     any method in making), use, import, offer for sale, lease, license,
     sell and/or otherwise transfer IBM Licensed Products; and

          (b)   to have IBM Licensed Products made by another manufacturer for
     the use, importation, offer for sale,  lease, sale and/or other
     transfer by IBM only when the conditions set forth in Section 2.4 are
     met.

A particular Licensed Product shall be licensed under only those of INTERGRAPH
and COMPANIES Licensed Patents which, but for the license granted herein, would
have been infringed (including contributory infringement) if IBM had made, used,
imported, offered for sale, leased, sold and/or otherwise transferred such
product in the country where such Licensed Patents exist.

     2.4  The license granted in Section 2.3(b) to IBM to have products
made by another manufacturer:

          (a)   shall only apply to products sold to IBM after the Agreement
     Date;

          (b)   shall only apply when the designs, working drawings, and/or
     detailed specifications for such IBM Licensed Products originated with
     and were designed by IBM (either solely or jointly with one or more
     third parties) and that such designs are in sufficient detail that no
     substantial additional design is required by the manufacturer;

          (c)   shall only be under claims of INTERGRAPH and COMPANIES Licensed
     Patents, the infringement of which would be necessitated by compliance
     with such specifications; and

          (d)   shall not apply to (i) any methods used, or (ii) any products
     in the form manufactured or marketed, by said other manufacturer prior to
     IBM's furnishing of said specifications.

Unless IBM informs INTERGRAPH to the contrary, IBM shall be deemed to have
authorized said other manufacturer to make IBM's Licensed Products under the
license granted to IBM in this section when the conditions specified in this
Section 2.4 are fulfilled.  In response to a written request identifying a
product and a manufacturer, IBM shall in a timely manner inform INTERGRAPH of
the quantity of such product, if any, manufactured by such manufacturer
pursuant to the license granted in Section 2.3(b).

     2.5  Under this Agreement, COMPANIES shall be considered as Subsidiaries
of INTERGRAPH, notwithstanding that they are Grantors under Section 2.3.
COMPANIES shall not be considered to satisfy the term party or parties for any
other section of this Agreement. For the avoidance of doubt INTERGRAPH Licensed
Patents shall include all patents of COMPANIES as defined by Section 1.3.

     2.6  Except as expressly provided herein, no license or immunity is granted
under this Agreement by either party, either directly or by implication,
estoppel or otherwise to any third parties acquiring items from either party
for the combination of such acquired items with other items (unless such other
items are acquired from either party hereto).

     2.7  Subject to Section 2.8, the licenses granted herein shall include
the right of each party to grant sublicenses to its Subsidiaries existing on or
after the Agreement Date, which sublicenses may include the right of
sublicensed Subsidiaries to sublicense other Subsidiaries of said party. Each
sublicensed Subsidiary shall be bound by the terms and conditions of this
Agreement, other than Section 4 and 5, as if it where named herein in the place
of the party with whom the sublicense originated.   No sublicense shall be
broader in any respect at any time during the life of this Agreement than the
license held at that time by the party that granted the sublicense.

     2.8  A sublicense granted to a Subsidiary shall terminate on the
earlier of:

          (a)   the date such Subsidiary ceases to be a Subsidiary; and

          (b)   the date of termination or expiration of the license of the
     party or Subsidiary that granted the sublicense.

If a Subsidiary ceases to be a Subsidiary and holds any patents under which a
party hereto is licensed, such license shall continue for the term defined
herein.

     2.9  In the event that neither a party nor any of its Subsidiaries has
the right to grant a license under any particular Licensed Patent of the scope
set forth in Section 2, then the license granted herein under said Licensed
Patent shall be of the broadest scope which said party or any of its
Subsidiaries has the right to grant within the scope set forth above.

     2.10 If, after the Agreement Date, a party or any of its Subsidiaries
("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 ("Licensor") under one or more
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 Licensed Products before the acquisition.

     2.11 If, subsequent to the Agreement date, a party (the "Transferring
Party") either: (i) transfers a product line to a third party without
transferring a Subsidiary to said third party; or (ii) spins off a Subsidiary
(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 longer a Subsidiary);
and if such transfer or spin off includes at least one marketable product in a
product line and tangible assets having a net value of at least twenty five
million US dollars ($25,000,000.00), then after written request to the other
party hereto jointly by the Transferring Party and either: (i) such third party
in the case of a transfer; or (ii) such ex-Subsidiary in the case of a spin off;
and where, in either case, such request is within sixty (60) days following the
transfer or spin off, the other party hereto shall grant a royalty-free license
(under the same terms as the license granted to the Transferring Party herein)
under its Licensed Patents for the field (as such field is defined between the
Transferring Party and the other party or ex-Subsidiary) of such product line
to such third party or such ex-Subsidiary, (the "Recipient") provided that:

          (a)   such field shall not be defined more broadly than appropriate
     to cover the particular product line being transferred or spun off,
     including extensions thereto based on the same technology;

          (b)   the license granted shall be limited in the twelve (12) months
     immediately following such transfer or spin off to a volume of licensed
     products having an aggregate selling price equal to no more than the
     aggregate selling prices of such products by said one party in the twelve
     (12) months preceding such transfer or spin off plus ten percent (10%);
     and shall be limited, in each of the successive twelve-month periods
     following such transfer or spin off, to a volume of licensed products
     having an aggregate selling price equal to no more than the limit for the
     immediately preceding twelve-month period plus ten percent (10%);

          (c)   the Recipient shall grant to such other party a royalty-free
     license (under the same terms as the license granted to such other
     party herein) under all Recipient Patents for all products licensed
     herein to such other party on the date of the product line transfer or
     spin off.  "Recipient Patents" shall mean all patents throughout the
     world under which, at any time commencing with the date of the product
     line transfer or spin off, the Recipient or any of its Subsidiaries
     has the right to grant such licenses;

          (d)   this Section 2.11, Section 3, and Section 4 shall be omitted
     from the license granted to the Recipient; and

          (e)  the license granted to the Recipient shall terminate if the
     license granted to the Transferring Party terminates or is terminated
     for any reason.

Notwithstanding the foregoing provisions of this Section 2.11, the transfer by
one party of substantially all of its assets to any third party shall not be
considered to be a transfer of a product line or a spin off of a Subsidiary
under this Section 2.11, and the other party shall have no obligation to grant
a license under its Licensed Patents to such third party as a result of such
transfer.

     2.12      A product which, if assembled by Grantee, would be licensed to
Grantee hereunder shall also be licensed hereunder if assembled by an
Authorized Assembler, provided the product is sold under Grantee's
brand name.

     2.13      If, pursuant to a license granted by Grantee to a third party,
copies are made of all or part of a computer program provided by
Grantee, such copies will be treated for purposes of this Agreement as
if they had been transferred directly by Grantee, provided:

               (a)   such copies are transferred or used by such third party
         as products of Grantee; and

               (b)   there is an accounting back to Grantee for all copies so
         made.


       2.14 [_____________________________________________________________]*

*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION

Section 3.     Releases
               --------

       3.1     Each party (as "Releasor") on behalf of itself and its
Subsidiaries which are Subsidiaries on the Agreement Date, irrevocably releases
the other party, its Subsidiaries which are Subsidiaries on the Agreement Date
and its and their respective customers from any and all claims of infringement
of Releasor's Licensed Patents which claims are based on acts prior to the
Effective Date, which, had they been performed after the Effective Date would
have been licensed under this Agreement.

The release contained herein shall not apply to any person other than the
persons named in this Section 3 and shall not apply to the manufacture of any
items by any person other than the parties and their Subsidiaries.  The
releases granted shall be effective immediately.

Section 4.     Payment
               -------

       4.1     IBM shall pay to INTERGRAPH the total sum of ten million US
Dollars ($10,000,000) in the following installments:

               (a)  five million US dollars ($5,000,000) within 30 days after
         signing of this Agreement; and

               (b)  five million US dollars ($5,000,000) on or before April 10,
         2003.

[_______________________________________________________________________] *

*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION


Section 5.     Term of Agreement; Acquisition of a Party
               -----------------------------------------

       5.1     The term of the licenses granted under this Agreement shall be
from the Effective Date until the expiration of the last to expire of
the Licensed Patents, unless earlier terminated under the provisions
of this Agreement.

       5.2     If one party (the "Acquired Party") is acquired by a third
party:

               (a)   the Acquired Party shall promptly give notice of such
         acquisition to the other party; and

               (b)   the license granted to the Acquired Party and all
         sublicenses (if any) granted to the Acquired Party's remaining
         Subsidiaries shall automatically become limited to only those products
         manufactured and marketed by said Acquired Party prior to said
         acquisition [____________________________________________________]. *

*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION

Section 6.     Means of Payment and Communication
               ----------------------------------

      6.1      Payment shall be made by electronic funds transfer.  Payments
shall be deemed to be made on the date credited to the following account:

         [__________________________] *

*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION

       6.2     Notices and other communications shall be sent by facsimile or
by registered or certified mail to the following addresses and shall be
effective upon mailing:

         For IBM:
         Director of Licensing
         IBM Corporation
         North Castle Drive, MD-NC119
         Armonk, NY  10504-1785
         United States of America
         Facsimile: (914) 765-4380

         For INTERGRAPH:
         Intergraph Hardware Technologies Company Inc.
         2325B Renaissance Drive
         Suite 16
         Las Vegas, NV  89119; and

         David Vance Lucas
         Office of General Counsel
         Mailstop IW2008
         Huntsville, AL  35894-0001

       6.3     A License Reference Number will be assigned to our agreement
upon execution.  This number should be included in all communications, including
wire transfer payments, royalty reports, tax credit certificates, letters, faxes
and E-Mail messages.

Section 7.     Miscellaneous
               -------------

       7.1     Neither party shall assign or grant any right under any of its
Licensed Patents unless such assignment or grant is made subject to the terms
of this Agreement.

       7.2     Neither party shall assign any of its rights (other than the
right to receive payments) or delegate any of its obligations under this
Agreement.  Any attempt to do so shall be void.  However, a party which
undergoes reorganization may assign such rights and delegate such obligations
to its legal successor, provided that after the reorganization, the successor
and its Subsidiaries will have essentially the same assets as such party and
its Subsidiaries had prior to the reorganization.

       7.3     Except as otherwise agreed in writing, neither party shall use
or refer to this Agreement or any of its provisions in any promotional activity.

       7.4     Each party represents and warrants that it has the full right and
power to grant the license and release set forth in Sections 2 and 3. Each party
(as a Grantor) further represents and warrants that prior to the Agreement Date,
it has informed the other party of any patent originating from inventions made
by employees of Grantor or its Subsidiaries, which patent is or was owned by
Grantor or its Subsidiaries as of the Effective Date, and which patent, owing
to prior arrangements with third parties, does not qualify as a Licensed Patent
of Grantor under which licenses are granted in Section 2.  A listing of such .
patents owned by IBM is attached as Attachment A. Neither party makes any other
representation or warranty, express or implied, nor shall either party have any
liability in respect of any infringement of patents or other rights of third
parties due to the other party's operation under the license herein granted.

       7.5     Nothing contained in this Agreement shall be construed as
conferring any rights by implication, estoppel or otherwise, under any
non-patent intellectual property right, or any patents or patent applications,
other than the Licensed Patents.  Neither party is required hereunder to
furnish or disclose to the other any technical or other information (including
copies of Licensed Patents) except as specifically provided herein.

       7.6     Neither party shall have any obligation hereunder to institute
any action or suit against third parties for infringement of any of its
Licensed Patents or to defend any action or suit brought by a third party which
challenges or concerns the validity of any of its Licensed Patents.  Neither
party shall have any right to institute any action or suit against third
parties for infringement of any of the other party's Licensed Patents.  Neither
party, nor any of its Subsidiaries, is required to file any patent application,
or to secure any patent or patent rights, or to maintain any patent in force.

       7.7     Each party shall, upon a request from the other party
sufficiently identifying any patent or patent application, inform the other
party as to the extent to which said patent or patent application is subject to
the licenses and other rights granted hereunder.  If such licenses or other
rights under said patent or patent application are restricted in scope, copies
of all pertinent provisions of any contract or other arrangement creating such
restrictions shall, upon request, be furnished to the party making such request,
unless such disclosure is prevented by such contract, and in such event, a
statement of the nature of such restriction shall be provided.

       7.8     If a third party has the right to grant licenses under a patent
to a party hereto (as a "Licensee") with the consent of the other party hereto,
said other party shall provide said third party with any consent required to
enable said third party to license said Licensee on whatever terms such third
party may deem appropriate.  Each party hereby waives any right it may have to
receive royalties or other consideration from said third party as a result of
said third party's so licensing said Licensee within the scope of the licenses
granted under Section 2 of this Agreement.

       7.9     This Agreement shall not be binding upon the parties until it
has been signed hereinbelow by or on behalf of each party.  No amendment or
modification hereof shall be valid or binding upon the parties unless made in
writing and signed as aforesaid, except that INTERGRAPH may amend Section 6.1
and either party may amend its address in Section 6.2 by written notice to the
other party.

       7.10    The Licensed Products of a party to this Agreement, which are
leased, sold or otherwise transferred by such party or its sublicensed
Subsidiary during the term of this Agreement, shall be considered to be
licensed under any of the others party's Licensed Patents which at any time
covers such Licensed Products, notwithstanding that the Licensed Product has
been re-leased, re-sold or re-transferred by any entity in the same or another
country.

       7.11    If any section of this Agreement is found by competent authority
to be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of such section in every other respect
and the remainder of this Agreement shall continue in effect so long as the
Agreement still expresses the intent of the parties.  However, if the intent of
the parties cannot be preserved, this Agreement shall be either renegotiated or
terminated.

       7.12    This Agreement shall be construed, and the legal relations
between the parties hereto shall be determined, in accordance with the law of
the State of New York, USA, as such law applies to contracts signed and fully
performed in New York.

       7.13    The headings of sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.

       7.14    Each party agrees not to disclose this Agreement to any third
party (other than its Subsidiaries) without the prior written consent of the
other party.  This obligation is subject to the following exceptions:

               (a)  disclosure is permissible if required by government or
          court order, provided the party required to disclose first gives the
          other prior written notice to enable it to seek a protective order;

               (b)  disclosure is permissible if otherwise required by law;

               (c)  disclosure is permissible if required to enforce rights
          under this Agreement;

               (d)  each party may use similar terms and conditions in other
          agreements; and

               (e)  each party may disclose this Agreement or its contents to
          the extent reasonably necessary, on a confidential basis, to its
          accountants, attorneys, financial advisors, its present or future
          providers of venture capital and/or potential investors in or
          acquirers of such party or product lines which qualify under Section
          2.8.



     This Agreement and its attachments embody the entire understanding of the
     parties with respect to the Licensed Patents, and replaces any prior oral
     or written communications between them.

Agreed to:                              Agreed to:
INTERGRAPH CORPORATION                  INTERNATIONAL BUSINESS
                                        MACHINES CORPORATION


By:/s/ David Vance Lucas             By:  /s/ Gerald Rosenthal
Name:  David Vance Lucas                  Gerald Rosenthal
Title: Vice President and General         Vice President
       Counsel
Date:  January 30, 2003              Date:   January 30, 2003


                             As Grantors:

Agreed to:                             Agreed to:
Intergraph Properties                  Intergraph Software
Company, Inc.                          Technology Company Inc.


By:  /s/ David R. Hancock              By:  /s/ David R. Hancock
Name:    David R. Hancock              Name:    David R. Hancock
Title:   President                     Title:   President
Date:    January 30, 2003              Date:    January 30, 2003


Agreed to:
Intergraph Hardware
Technologies, Inc.


By:  /s/ David R. Hancock
Name:    David R. Hancock
Title:   President
Date:    January 30, 2003

                             ATTACHMENT A
                             ------------

                         Non-Licensed Patents

          PATENTS OWNED BY IBM WHICH ARE NOT LICENSED PATENTS

PATENT NUMBER      TITLE
-------------      -----

U.S. 5,086,401     Image-Directed Robotic System for Precise Robotic Surgery
                   Including Redundant Consistency Checking
     5,279,309     Signalling Device and Method for Monitoring Positions in a
                   Surgical Operation
     5,299,288     Image-Directed Robotic System for Precise Robotic Surgery
                   Including Redundant Consistency Checking
     5,343,385     Interference-Free Insertion of a Solid Body Into a
                   Cavity
     5,397,323     Remote Center-of-Motion Robot for Surgery
     5,402,801     System and Method for Augmentation of Surgery
     5,408,409     Image-Directed Robotic System for Precise Robotic Surgery
                   Including Redundant Consistency Checking
     5,417,210     System and Method for Augmentation of Endoscopic Surgery
     5,445,166     System for Advising a Surgeon
     5,487,120     Optical wavelength division multiplexer for high speed,
                   protocol-independent serial data sources
     5,572,999     Robotic System for Positioning a Surgical Instrument
                   Relative to a Patient's Body
     5,630,431     System and Method for Augmentation of Surgery
     5,695,500     System for Manipulating Movement of a Surgical Instrument
                   with Computer Controlled Brake
     4,912,521     Electro-optical transducer assembly
     5,005,939     Optoelectronic assembly
     5,202,943     Optoelectronic assembly with alignment member
     5,295,214     Optical module with tolerant wave soldered joints
     5,329,428     High-density packaging for multiple
                   removable electronics subassemblies
     5,329,604     Optical fiber coupling device and
                   optoelectronic system utilizing same
     5,511,140     Molded plastic optical fiber-optoelectronic converter
                   subassembly
     5,513,073     Optical device heat spreader and thermal isolation apparatus
     5,537,504     Molded plastic optical fiber-optoelectronic converter
                   subassembly
     5,604,831     Optical module with fluxless laser reflow solder joints
     5,631,991     Plastic optical subassemblies for light transfer between an
                   optical fiber and an optoelectronic converter and the
                   fabrication of such plastic optical subassemblies
     5,632,630     Optical module with tolerant wave soldered joints
     5,663,526     Optical module with tolerant wave soldered joints
     5,742,025     Laser reflow soldering process with lead-tin solder pads
     5,763,854     Machine for laser reflow soldering
     5,802,711     Process for making an electrical interconnect structure
     5,852,257     Optical module with fluxless laser reflow solder joints
     5,901,263     Hot pluggable module integrated lock/extraction tool
     5,980,324     Guide rail and CAM system with integrated connector for
                   removable transceiver
     6,074,228     Guide rail and CAM system with integrated connector for
                   removable transceiver
     6,085,006     Optical fiber link module with internal electromagnetic
                   shield
     6,091,750     Method and apparatus for providing hot plugging protection
                   for laser optoelectronic devices
     6,142,802     Guide rail and CAM system with integrated connector for
                   removable transceiver
     6,149,465     Guide rail and CAM system with integrated connector for
                   removable transceiver
     6,200,041     Data transfer system incorporating optical fiber link module
                   with internal electromagnetic shield
     6,302,596     Small form factor optoelectric transceivers
     6,304,436     Connector system with outwardly opening door for a removable
                   transceiver module
     09/410016     Electronic interference shield and ground cage
     09/410786     Removable latch with bezel EMI grounding feature for fiber-
                   optic transceivers
     09/489184     Removable small form factor fiber optic transceiver module
                   and electromagnetic radiation shield
     09/489870     Removable small form factor fiber optic transceiver module
                   chassis
     09/566012     Internal electromagnetic radiation shield with ground cage
                   connection for removable small form factor
     09/591640     Pivoting type latch for removable electronic devices
     09/616576     Optoelectronic transceiver employing test band signaling
     09/656086     Electromagnetic radiation grounding shield for optoelectronic
                   components
     09/657214     Pull type latch mechanism for removable small form factor
                   electronic modules
     09/669624     Pull type latch mechanism for removable small form factor
                   electronic modules
     09/703644     Enhanced module kick-out spring mechanism for removable
                   small form factor optical transceiver
     09/801320     Pull-to-release latch for removable small form factor
                   electronic modules
     09/809127     High frequency matching method and silicon optical bench
                   employing high frequency matching networks
     09/809531     Technique and apparatus for compensating for variable
                   lengths of terminated optical fibers in confined spaces
     09/809650     Optical fiber coupler and an optical fiber coupler
                   incorporated within a transceiver module
     09/852003     Module having a latch
     09/885683     Optical subassembly for optical communications
     09/893812     A processing protective plug insert for optical modules
     09/946053     Opto-electronic transceiver module and hermetically sealed
                   housing therefore
     09/985345     Enhanced flex cable
     09/994229     Detector for short wave fiber optic communications with
                   compensation to reduce detector jitter
     09/995107     Fiber optic transceiver array for implementing testing
     10/015024     Compact optical transceiver module having housing with
                   improved coupling mechanism and assembly method thereof

and all continuations (including continuations in part), divisions, reissues
and foreign counterparts thereof.


                           END ATTACHMENT A
                           ----------------