Pg 1 of 4 Brent C. Strickland (admitted pro hac vice) Whiteford, Taylor & Preston L.L.P. 7501 Wisconsin Avenue, Suite 700w Bethesda, Maryland 20814 Telephone: (410) 347-9402 Email: bstrickland@wtplaw.com Stephen B. Gerald (admitted pro hac vice) Whiteford, Taylor & Preston LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, Delaware 19801-3700 Telephone: (302) 357-3282 Email: sgerald@wtplaw.com Attorneys for Curtiss-Wright Electro-Mechanical Corporation UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X In re: Chapter 11 WESTINGHOUSE ELECTRIC COMPANY LLC, et al., Debtors. 1 Case No. 17-10751 (MEW) (Jointly Administered) NOTICE OF ELECTION OF CURTISS-WRIGHT ELECTRO-MECHANICAL CORPORATION UNDER 11 U.S.C. 365(n)(1)(B) PLEASE TAKE NOTICE that on or about April 12, 2005, Curtiss-Wright Electro- Mechanical Corporation ( EMD ) and Westinghouse Electric Company LLC ( WEC ), one of the debtors herein (the Debtors ), entered into a License Agreement (as amended, the X 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse, Cranberry Township, Pennsylvania 16066.
Pg 2 of 4 License ), pursuant to which WEC agreed to license to EMD certain WEC reactor coolant pump technology and certain WEC intellectual property rights related thereto to allow EMD to license the technology and sell products using such technology in the People s Republic of China. The License expires on December 31, 2019. PLEASE TAKE FURTHER NOTICE that the License is an executory contract under which WEC is the licensor of a right to certain intellectual property, as defined in sections 101(35A) and 365(n), to EMD, including, but not limited to, the following: Subject to the licenses previously granted to Mitsubishi Heavy Industries, Ltd., NNC Limited, and Ansaldo Energia and its controlled company Sopren, WEC hereby grants EMD and its AFFILIATES, an exclusive, non-transferable, royalty-bearing license, with the right to grant royalty-bearing sublicenses, to practice the inventions covered by the WEC PATENT RIGHTS to manufacture, have made, import and service (including, but not limited to, field service and shop service) PRODUCTS and parts therefor, and to render SERVICES, in the United States for sale and use in the FIELD OF USE, and to manufacture, have made, use, sell, service (including, but not limited to, field service and shop service), offer to sell and import PRODUCTS, and to render SERVICES, in the FIELD OF USE for the term of this Agreement. To the extent of the exclusive license granted hereunder, WEC retains no license under the WEC PATENT RIGHTS, except that WEC retains a license under WEC PATENT RIGHTS to render SERVICES. * * * Subject to the licenses previously granted to Mitsubishi Heavy Industries, Ltd., NNC Limited, and Ansaldo Energia and its controlled company Sopren, WEC hereby grants EMD and its AFFILIATES an exclusive, non-transferable, royalty-bearing license, with the right to grant royalty-bearing sublicenses, to use, copy, modify, edit, enhance and make derivative works of the WEC INFORMATION to manufacture, have made, import and service (including, but not limited to, field service and shop service) PRODUCTS and parts therefor, and to render SERVICES, in the United States for sale and use in the FIELD OF USE, and to manufacture, have made, use, sell, offer to sell, service (including, but not limited to, field service and shop service), and import 2
Pg 3 of 4 License at 2.1, 3.2. PRODUCTS, and to render SERVICES, in the FIELD OF USE for the term of this Agreement. To the extent of the exclusive license granted hereunder, WEC retains no right to use WEC INFORMATION to render SERVICES. The license granted under this Paragraph 3.2 includes the right to disclose WEC INFORMATION to subcontractors, agents, consultants, customers and other parties reasonably necessary to carry out the purposes of this Agreement; provided the parties are not competitors of WEC in the commercial nuclear field. PLEASE TAKE FURTHER NOTICE that on March 27, 2018, the Court entered an Order Pursuant to 11 U.S.C. 365(a) and 105(a) Authorizing the Debtors to Reject Certain Executory Contracts with Curtiss-Wright Electro-Mechanical Corporation [Docket No. 2968] (the Rejection Order ), which, inter alia, authorized WEC to reject the License and deemed the License rejected. PLEASE TAKE FURTHER NOTICE that pursuant to section 365(n)(1)(b) of the Bankruptcy Code, EMD hereby elects to retain its rights under the License, including any and all rights to exclusivity, to any and all intellectual property set forth in the License, including any embodiment of such intellectual property to the extent protected by applicable non-bankruptcy law, as such rights existed immediately before the Debtors chapter 11 cases commenced, for the duration of the License. PLEASE TAKE FURTHER NOTICE that this notice shall constitute a written request, pursuant to section 365(n)(3) of the Bankruptcy Code, that, to the extent provided in the License, the Debtors provide to EMD any intellectual property (including such embodiment) held by the Debtors and that the Debtors not interfere with the rights of EMD as provided in the License, to such intellectual property (including such embodiment) including any right to obtain such intellectual property (or such embodiment) from another entity. 3
Pg 4 of 4 Dated: April 25, 2018 Respectfully Submitted, /s/ Stephen B. Gerald Stephen B. Gerald (admitted pro hac vice) WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre, Suite 500 405 North King Street Wilmington, Delaware 19801 Telephone: (302) 353-4144 Email: sgerald@wtplaw.com Brent C. Strickland (admitted pro hac vice) WHITEFORD, TAYLOR & PRESTON L.L.P. 7501 Wisconsin Avenue, Suite 700w Bethesda, Maryland 20814 Telephone: (410) 347-9402 Email: bstrickland@wtplaw.com Attorneys for Curtiss-Wright Electro-Mechanical Corporation 4
17-10751-mew Doc 3132-1 Filed 04/25/18 Entered 04/25/18 17:43:46 Certificate of Service Pg 1 of 2 CERTIFICATE OF SERVICE I, Stephen B. Gerald, certify that on this 25 th day of April, 2018, I caused the foregoing Notice Of Election of Curtiss-Wright Electro-Mechanical Corporation Under 11 U.S.C. 365(n)(1)(B) to be served (i) via this Court s CM/ECF system upon all parties requesting electronic notice of all filings in the case; (ii) via overnight delivery to counsel for the Debtors, Weil Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: Garrett A. Fail); and (iii) via first class mail to the parties on the attached service list. /s/ Stephen B. Gerald Stephen B. Gerald
17-10751-mew Doc 3132-1 Filed 04/25/18 Entered 04/25/18 17:43:46 Certificate of Service Pg 2 of 2 Michael T. Sweeney Westinghouse Electric Company LLC 100 Westinghouse Drive Cranberry Township, PA 16066 Albert Togut, Esq. Kyle J. Ortiz, Esq. Patrick Marecki, Esq. Charles Persons, Esq. Togut, Segal & Segal LLP One Penn Plaza Suite 3335 New York, NY 10119 Paul Aronzon, Esq. Thomas R. Kreller, Esq. Milbank, Tweed, Hadley & McCloy LLP 2029 Century Park East, 33 rd Floor Los Angeles, CA 90067 Gary T. Holzer, Esq. Robert J. Lemons, Esq. Garrett A. Fail, Esq. David N. Griffiths, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Van C Durrer II, Esq. Annie Li, Esq. Skadden Arps Slate Meagher & Flom LLP 300 South Grand Ave Suite 3400 Los Angeles, CA 90071 Martin J. Bienenstock, Esq. Timothy Q. Karcher, Esq. Vincent Indelicato, Esq. Proskauer Rose LLP Eleven Times Square New York, NY 10036 Jeffrey D Saferstein, Esq. Paul Weiss Rifkind Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Matthew Feldman, Esq. John L. Longmire, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10119 Fredric Sosnick, Esq. Ned S. Schodek, Esq. Shearman & Sterling LLP 599 Lexington Ave New York, NY 10022 Alan Kornberg, Esq. Kyle Kimpler, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Paul Schwartzberg, Esq. United States Trustee U.S. Federal Office Building 201 Varick Street Room 1006 New York, NY 10014 6