Copy Protection Technology Agreement - Macrovision Corp. and Victor Co. of Japan Ltd.


                        COPY PROTECTION TECHNOLOGY AGREEMENT

    This Copy Protection Technology Agreement (this 'Agreement') is made as 
of January ___, 1997 (the 'Effective Date'), by and between MACROVISION
CORPORATION, a California corporation ('Macrovision'), having its principal 
place of business at 1341 Orleans Drive, Sunnyvale, California 94089 
[fax #: (408) 743-8610], and VICTOR COMPANY OF JAPAN, LIMITED, a Japanese 
corporation ('JVC'), having its principal place of business at 12, Moriya-cho 
3-chome, Kanagawa-ku, Yokohama, Kanagawa 221, Japan
[fax # 011-81-45-450-1599].

                                   RECITALS

    A.  Macrovision is the owner of all right, title and interest in and to 
certain anticopying technology which may be used to protect video material 
from unauthorized copying.

    B.  JVC desires that Macrovision continue to make available its anticopy
technology for licensing on a nondiscriminatory basis.

    C.  Macrovision and JVC have entered into a Duplicator Agreement dated 
June 1, 1988, and a Technology Application Agreement dated November 29, 1988, 
pursuant to which JVC has manufactured and distributed Videocassettes (as 
defined below) which have been encoded with the Process (as defined below). 
JVC desires that it continue to have access to the Technology (as defined 
below) for such purposes, for purposes of DVD (as defined below) and DVC (as 
defined below) replication, and for purposes of manufacturing Digital 
Hardware (as defined below).

                                    AGREEMENT

    NOW THEREFORE, in consideration of the mutual covenants set forth below, 
the parties agree as follows:

    1.  DEFINITIONS

        (a)  'DVC' means a digital video cassette or digital versatile 
cassette, or any similar digital media developed in the future, containing a 
prerecorded motion picture or other videographic material.

        (b)  'DVD' means a digital video disk or digital versatile disk, or
any similar digital media developed in the future, containing a prerecorded 
motion picture or other videographic material.

        (c)  'DIGITAL HARDWARE' means integrated receiver decoders or other 
video decoders used in connection with cable and satellite television systems 
and DVD and DVC players, each of



which incorporates an integrated circuit which contains an apparatus for 
implementing the Process on Pay-Per-View Transmissions (expressly excluding 
less-than-real-time transmissions (i.e., the transmission of videographic 
materials in a fraction of the time required for normal speed exhibition of 
such materials to a recording device for subsequent playback at normal 
speed), because Macrovision has an exclusive agreement with Emc3 
International Inc. for such use) or the analog playback of a DVD or DVC 
(expressly excluding DVDs and DVCs containing conditional access encryption 
(i.e., codes permitting each playback of the DVD or DVC to be separately 
authorized), because Macrovision expects to enter into an exclusive agreement 
with Zoom Television Incorporated for such use).

        (d)  'PATENTS' means U.S. Patent Nos. 4,631,603, 4,577,216, 
4,819,098, 4,907,093 and 5,583,936, and foreign counterpart patents 
disclosing and claiming the same inventions as recited in the U.S. patents 
enumerated above, together with future derivatives and extensions of all such 
U.S. and foreign patents, and any other patents pertaining to the 
modification of a video signal by means of the Process (but not pertaining to 
the elimination or defeat of the effects of the modified video signal).

        (e)  'PAY-PER-VIEW TRANSMISSION' means transmission of a video 
program to video consumers for reception in the form of an electromagnetic 
wave, electrical signal or optical wave, whether by means of cable or 
satellite transmission or otherwise, for which the recipient video consumer 
pays an additional or separate fee to receive transmission of the specific 
program.

        (f)  'PROCESS' means Macrovision's process of modifying a video 
signal by (a) the addition of a plurality of unipolar pulses and bipolar 
pulse pairs in and around the vertical blanking interval ('AGC Pulse') and 
(b) by pseudorandomly phase modulating the color bursts ('Colorstripe-TM-'), 
as specified in the Specifications of the Macrovision Antitaping Process for 
Digital Platforms, Revision 7.01 dated September 6, 1996, a copy of which has 
been provided to JVC (the 'Specifications').

        (g)  'TECHNOLOGY' means the proprietary Macrovision technology based 
upon the Patents that is reasonably necessary for application of the Process 
to Videocassettes, DVDs, DVCs, and Pay-Per-View Transmissions, or for 
application of the Process to a video signal by means of Digital Hardware, 
including but not limited to the technology specified in the Specifications, 
and any such technology enhanced by Macrovision in the future.

        (h)  'VIDEOCASSETTE' means a video cassette containing a prerecorded 
motion picture or other videographic material.

     2.  NONDISCRIMINATORY AVAILABILITY

        (A)  NONDISCRIMINATORY AVAILABILITY OF TECHNOLOGY. Macrovision agrees 
that it will continue to license the Technology, the Process and the Patents, 
on terms that are commercially reasonable to Macrovision, to financially 
qualified (i) cable and satellite television system operators and 
manufacturers of television set top decoders/receivers for their use in 
connection with Pay-Per-View Transmissions; (ii) Videocassette, DVD, DVC and 
Digital Hardware manufacturers; and (iii) motion picture studios and other 
content providers that hold the rights to motion pictures and other 

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videographic materials that are displayed by means of Videocassette, DVD, 
DVC, and/or Pay-Per-View Transmission. Such licensing shall be made on a 
nondiscriminatory basis as among similarly situated parties. Without limiting 
the generality of the foregoing, Macrovision also agrees that if it is 
acquired (as defined below) by a company other than JVC and/or any of its 
affiliates, Macrovision will not refuse to license, on the terms described in 
this Section 2(a), companies that are competitors of the acquiring company, 
if the effect of such a refusal would be to favor the product or technology 
approach of the acquiring company or its affiliates over alternative 
approaches of other companies. For purposes of this agreement, 'licensing' 
includes entering into agreements not to assert infringement of the Patents. 
For purposes of this Agreement, 'acquired' means the acquisition of ownership 
of, or the exclusive rights to, a majority of the U.S. patents specifically 
listed in the definition of 'Patents'; the acquisition of all or 
substantially all of the assets of Macrovision pertaining to its video copy 
protection business; the acquisition of voting securities of Macrovision 
having a majority of the voting power attributable to all outstanding 
securities entitled to vote in the election of directors to Macrovision's 
Board of Directors; or any merger or consolidation involving Macrovision 
after which the shareholders of Macrovision immediately before the 
transaction own voting securities of the surviving or  successor corporation 
having less than a majority of the voting power attributable to all 
outstanding securities entitled to vote in the election of directors of such 
corporation.

        (b)  NO OBLIGATION TO LICENSE TO CERTAIN PARTIES. Notwithstanding the 
provisions of Section 2(a) above, Macrovision shall have no obligation to 
license or to continue to license the Technology, the Process or the Patents 
to any party that is materially breaching or has materially breached any 
agreement with Macrovision or that is infringing or has infringed or is or 
has been alleged to have infringed any Macrovision patent or any other 
intellectual property right of Macrovision, provided that Macrovision has 
given such party written notice of the breach or infringement, the other 
party has not cured such breach or infringement, and any applicable cure 
period has expired.

        (c)  NO REQUIREMENT THAT TERMS BE THE SAME AMONG GROUPS OF QUALIFIED 
PERSONS OR WITHIN A PARTICULAR GROUP. Macrovision may offer different terms 
and conditions with respect to the use of the Technology, the Process and the 
Patents to different parties for legitimate business reasons, which business 
reasons may include, but are not limited to, the specific use of the 
Technology, the Process or the Patents; geographic region; volume of 
business; length of business relationship; time of commencement of business 
relationship; or presence or absence of other business relationships with the 
same party. The terms offered to any particular prospective licensee shall 
not be materially less favorable to the licensee, or materially more 
favorable to Macrovision or any successor, in the aggregate, than the terms 
agreed upon with similarly situated licensees.

        (d)  LIMITED LICENSE WITH SUBLICENSING RIGHTS ONLY. Macrovision 
hereby grants to JVC a nonexclusive, nontransferable license only to grant 
sublicenses to other parties described in Section 2(a) above (and that are 
not described in Section 2(b) above) to use the Technology, the Process and 
the Patents solely for the purposes described in Section 2(a) above. JVC 
shall utilize such license only if Macrovision is acquired by a company other 
than JVC and/or any of its affiliates, only as and to the extent necessary to 
fulfill Macrovision's obligations under Section 2(a) above, and only if and 
so long as Macrovision breaches, and continues to breach its obligations 
thereunder; provided, however, that all sublicenses granted by JVC pursuant 
to this Agreement during any such

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period of breach shall continue in force in accordance with their terms. JVC 
shall grant any and all such sublicenses on such terms and conditions, 
including royalty and payment terms, as Macrovision shall have granted 
licenses to similarly situated parties most recently prior to the event or 
events constituting the breach of Macrovision's obligations, or, if the 
aggregate terms of such most recently granted licenses are then contained in 
less than ten percent (10%) of Macrovision's licenses with similarly situated 
parties and are materially less favorable to the licensees, or materially 
more favorable to Macrovision or any successor, than licenses granted prior 
to the commencement of discussions between Macrovision and the acquiring 
company regarding the acquisition, then on such terms and conditions as 
Macrovision shall have granted licenses to similarly situated parties most 
recently prior to the commencement of such discussions. JVC shall pay 
Macrovision ninety-five percent (95%) of any and all amounts collected from 
its sublicensees with respect to any such subleases granted by JVC. Prior to 
exercising any rights under this license, JVC shall give Macrovision written 
notice specifying the alleged breach of Macrovision's obligations under the 
penultimate sentence of Section 2(a) above and specifying reasonable and 
appropriate corrective measures that JVC proposes to cure such breach. JVC 
shall not exercise any rights under this license unless Macrovision fails to 
implement the corrective measures proposed by JVC (or subsequently agreed 
upon by JVC and Macrovision pursuant to the procedure described below) within 
sixty (60) days following receipt of such notice, or, if such measures are 
not capable of being implemented within sixty (60) days, Macrovision fails to 
commence implementation of such corrective measures within such sixty (60) 
day period, to proceed with such implementation in good faith, reasonably and 
expeditiously, thereafter, or to complete such implementation within ninety 
(90) days following receipt of such notice (or such longer period as JVC may 
approve, with such approval not to be unreasonably withheld). After 
expiration of the time period set forth in the preceding sentence without 
Macrovision implementing the corrective measures, Macrovision promptly will 
take all such actions as JVC reasonably may request in order to permit JVC to 
fully exercise and enforce JVC's rights under the license set forth in this 
Section 2(d). Macrovision may dispute either or both of the alleged breach 
and the proposed corrective measures by giving JVC written notice of such 
dispute within thirty (30) days following Macrovision's receipt of the 
notice from JVC. Following Macrovision's notice of any such dispute, 
Macrovision and JVC shall work together in good faith to agree upon what, if 
any, corrective measures are necessary for Macrovision to undertake to cure 
any alleged breach; provided, however, that any lack of agreement between JVC 
and Macrovision regarding such matters will not affect JVC's rights to grant 
sublicenses pursuant to this Section 2(d), if the conditions incident thereto 
have occurred, immediately following the expiration of the time period set 
forth in the third preceding sentence. JVC may exercise its rights under this 
Section 2(d) without any obligation first to seek of obtain any court order 
or ruling. Without limiting the foregoing, if any dispute referred to above 
regarding an alleged breach or proposed corrective measures is not resolved 
within sixty (60) days following Macrovision's receipt of the initial notice 
from JVC, then JVC may seek specific performance of its right to exercise 
this license and/or Macrovision may seek an injunction against the 
unauthorized exercise of rights under this license, by filing an appropriate 
action in the Superior Court for Santa Clara County, California.

     3.  SPECIFIC AGREEMENTS

         (a)  DUPLICATION, REPLICATION, TECHNOLOGY APPLICATION AND 
MANUFACTURING AGREEMENTS. Macrovision agrees that it will license the 
Technology, the Process and the Patents, on a nonexclusive basis, to JVC 
and/or one or more majority-owned (directly or indirectly) subsidiary

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corporations of JVC, on terms that are commercially reasonable to 
Macrovision, for the application of the Process to Videocassettes, DVDs and 
DVCs manufactured by JVC and/or such a subsidiary corporation for 
distribution in Japan and/or in any other territory or territories in which 
Macrovision currently licenses the Technology, the Process and the Patents to 
third parties for such uses on a nonexclusive basis. Additionally, 
Macrovision agrees that it will license the Technology, the Process and the 
Patents, on a nonexclusive basis, to JVC and/or one or more majority-owned 
(directly or indirectly) subsidiary corporations of JVC, on terms that are 
commercially reasonable to Macrovision, for the manufacture of Digital 
Hardware in territories in which Macrovision holds patents relating to video 
copy protection in Digital Hardware. Such licenses shall be made on terms and 
conditions comparable (but not necessarily identical) to those generally 
provided by Macrovision to similarly situated parties; provided, however, 
that the terms offered to JVC and/or such a subsidiary corporation shall not 
be materially less favorable to the licensee, or materially more favorable to 
Macrovision or any successor, in the aggregate, than the terms agreed upon 
with similarly situated licensee.

          (b)  NO OBLIGATION TO LICENSE IF JVC AND/OR ANY SUBSIDIARY 
CORPORATION BREACHES AGREEMENT. Notwithstanding the provisions of Section 
3(a) above, so long as Macrovision is then not in material breach or default 
under this Agreement or any of the specific agreements described in Section 
3(a) above, Macrovision shall have no obligation to license the Technology, 
the Process or the Patents to JVC and/or any subsidiary corporation if it or 
any of them fails to make any payment that may be required by, or otherwise 
materially breaches the provisions of, this Agreement or any of the specific 
agreements described in Section 3(a) above; provided that Macrovision 
asserted the breach in writing, the breach has not been cured, any time for 
cure permitted under the applicable agreement has expired, and Macrovision 
has lawfully terminated the applicable agreement.

          (c)  NO OBLIGAITON TO PROVIDE IF NOT PROVIDING TO SIMILARLY 
SITUATED PARTIES. Notwithstanding the provisions of Section 3(a) above, 
Macrovision shall have no obligation to license the Technology, the Process 
or the Patents to JVC and/or any subsidiary corporation if Macrovision is not 
licensing the Technology, the Process or the Patents to similarly situated 
parties for similar purposes; provided that, in the event that Macrovision is 
acquired (as defined in Section 2(a) above) by any company other than JVC 
and/or any of its affiliates, this provision shall apply only if Macrovision 
was not licensing the Technology, the Process or the Patents to similarly 
situated parties immediately prior to the commencement of discussions between 
Macrovision and the acquiring company regarding the acquisition.

     4.  PROPRIETARY RIGHTS

          JVC acknowledges that Macrovision claims the Process, the Patents 
and the Technology are the proprietary property of Macrovision, and JVC 
agrees that, except as expressly provided in Section 2(d) above, JVC has no 
right to sublicense the Process, the Patents or the Technology to any party, 
and has only such limited rights as are expressly provided by Macrovision to 
JVC hereunder or in other agreements between the parties hereto.

     5.  TERM AND TERMINATION

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          This Agreement will commence on the Effective Date and will 
continue until expiration of the last of the Patents, unless earlier 
terminated as provided herein. Either party may terminate this Agreement upon 
the material breach hereof by the other party, if after written notice the 
other party fails to cure such breach with sixty (60) days.

     6.  CONFIDENTIAL INFORMATION

          (a)  Macrovision and JVC (on behalf of themselves and their 
respective officers, employees and agents) will use all reasonable efforts to 
keep secret and confidential, and not to use or permit the use of for any 
purpose whatsoever, during the term of this Agreement and for a period of 
five (5) years thereafter, any and all written confidential information 
(including the terms of this Agreement) acquired from the other party, 
whether prior to or during the term of this Agreement, except as disclosure 
or use of such information is permitted by this Agreement or by a writing 
signed by the parties hereto. Without limiting the generality of the 
foregoing provision, the Specifications and other technical information 
provided by Macrovision regarding the Technology, the Process and the Patents 
is deemed confidential for the purpose of this Section 6. The parties will 
promptly confirm any oral disclosure of confidential information in writing, 
and the delivering party will cause all written materials and other documents 
containing confidential information designated by that party to be 
confidential to be plainly marked to indicate the secret and confidential 
nature thereof. The obligations imposed upon Macrovision by this Section 6 
will not apply with respect to the disclosure of information in connection 
with the public offering of any stock or other securities of Macrovision. JVC 
may disclose Macrovision information the disclosure of which is restricted 
under this Section 6 to majority-owned subsidiaries of JVC and to any actual 
or prospective minority owners of such subsidiaries so long as such parties 
are bound by confidentiality obligations to Macrovision with respect to such 
information comparable to those set forth herein. The obligations imposed 
upon each party hereto by this Section 6 will not apply with respect to any 
information which (i) is or becomes published or otherwise is generally 
available to the public other than through the fault of the receiving party, 
or by the disclosing party; or (ii) is lawfully obtained from a third party 
without a duty of confidentiality; or (iii) is disclosed by the disclosing 
party to a third party without a duty of confidentiality, or (iv) is known to 
the receiving party prior to such disclosure and was not improperly obtained; 
or (v) is, at any time, developed by the receiving party independently of any 
such disclosure from the disclosing party.

          (b)  SURVIVAL OF OBLIGATIONS.  The obligations of the parties under 
this Section 6 will survive the termination of this Agreement and will remain 
in full force and effect regardless of the cause of termination.

     7.  EQUITABLE REMEDIES

          Each party acknowledges that if it breaches any provision of this 
Agreement, the other party will be irreparably harmed and will suffer 
significant injury which would be difficult to ascertain and which would not 
be compensable by damages alone. Accordingly, the parties agree that each 
party will have the right to enforce this Agreement and any of its provisions 
by injunction, specific performance or other equitable relief without 
prejudice to any other rights and remedies that such party may have for a 
breach of this Agreement, and without being required to post any bond or 
other security.

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 8.  DISCLAIMER OF WARRANTIES
     
     The Process, the Patents and the Technology are licensed under this 
Agreement by Macrovision to JVC 'as is'. Nothing in this Agreement shall be 
construed as a warranty or representation that JVC or any of its subsidiaries 
or sublicensees will be able to make, use, offer to sell, sell or import any 
Videocassette, DVD, DVC, or Digital Hardware without infringing the patent or 
other intellectual property rights of third parties. Macrovision and its 
successors shall have no obligation to license the Process, the Patents or 
the Technology to any person if Macrovision or any successor has received 
written notice of a claim that Macrovision or such successor is infringing 
upon a third party's patent or other proprietary rights and, in the 
reasonable, good faith judgment of Macrovision or such successor, Macrovision 
or such successor would likely be liable for substantial damages to such 
third party if it were to continue such licensing activity.

 9.  MISCELLANEOUS PROVISIONS

     (a)  GOVERNING LAW. This Agreement will be governed by and interpreted 
in accordance with the laws of the State of California, without reference to 
its laws on the conflict of laws.

     (b)  RIGHTS CUMULATIVE. Each and all of the various rights, powers and 
remedies of the parties will be considered to be cumulative with and in 
addition to any other rights, powers and remedies which such parties may have 
at law or in equity in the event of breach of any of the terms of this 
Agreement. The exercise or partial exercise of any right, power or remedy 
will neither constitute the exclusive election thereof nor the waiver of any 
other right, power or remedy available to such party. 

     (c)  NOTICES. All notices which either party is required or desires to 
send hereunder shall be in writing sent to the address specified in the first 
paragraph of this agreement (in the case of JVC to the attention of 'Legal 
Department') and will be deemed to have been given, delivered and received: 
(i) if sent by first-class, registered pre-paid mail, five (5) days after 
mailing; (ii) if sent by commercially receipted courier, upon actual 
delivery; or (iii) if sent by facsimile, upon receipt by the sender of 
acknowledgment of delivery from the recipient. Each party will promptly 
acknowledge by return facsimile transmission such party's receipt of each 
facsimile transmission received from the other party. Each party may 
designate a different address or facsimile number by providing notice in 
accordance with this Subsection.

     (d)  SEVERABILITY. If any of the provisions of this Agreement are held 
to be void or unenforceable, such determination will not result in the 
nullity or unenforceability of the remaining portions of this Agreement. The 
parties further agree to replace such void or unenforceable provisions of 
this Agreement with valid and enforceable provisions which will achieve, to 
the extent legally permissible, the economic, business and other purposes of 
the void or unenforceable provisions.

     (e)  COUNTERPARTS. This Agreement may be executed in separate 
counterparts, and by facsimile, each of which will be deemed an original, and 
when executed, separately or together, will

                                       7


constitute a single original instrument, effective in the same manner as if 
the parties had executed one and the same instrument.

     (f)  ENTIRE AGREEMENT. This Agreement is intended by the parties to be 
the final expression of their agreement and constitutes the entire agreement 
and understanding between the parties hereto and constitutes a complete and 
exclusive statement of the terms and conditions thereof, and supersedes all 
prior correspondence, conversations, negotiations, agreements or 
understandings relating to the same subject matter; provided, however, that 
this Agreement is not intended to amend, supersede, revoke or otherwise 
modify either of the agreements referred to in Recital C above or the Stock 
and Convertible Note Purchase Agreement dated May 24, 1991, between 
Macrovision and an affiliate of JVC.

     (g)  AMENDMENTS. No change in, modification of, addition to, or waiver 
of the terms and conditions contained herein will be valid as between the 
parties unless set forth in a writing which is signed by authorized 
representatives of both parties and which specifically states that it 
constitutes an amendment to this Agreement.

     (h)  WAIVER. No waiver of any term, provision, or condition of this 
Agreement, whether by conduct or otherwise, in any one or more instances, 
will be deemed to be, or be construed as, a further or continuing waiver of 
any other term, provision or condition of this Agreement.

     (i)  ASSIGNMENT. JVC will not assign or delegate this Agreement or any 
rights or obligations hereunder to any party without Macrovision's prior 
written consent, and any attempt to do so without such consent shall be void. 
Macrovision may assign its rights and delegate its obligations under this 
Agreement to any party that acquires (as defined in Section 2(a) above) 
Macrovision, and upon such acquiring party's written acknowledgement, in form 
reasonably satisfactory to JVC, that the acquiring party has accepted all of 
Macrovision's obligations hereunder, Macrovision shall have no further 
responsibility hereunder.

     (j)  BINDING ON SUCCESSORS AND ASSIGNS. Subject to the restrictions of 
Section 9(i), this Agreement and all of its terms, conditions and covenants 
are intended to be fully effective and binding, to the extent permitted by 
law, on the successors and permitted assigns of the parties hereto. 

     (k)  ATTORNEY'S FEES. In any dispute between the parties arising out of 
this Agreement, the prevailing party therein shall be entitled to have its 
attorney's fees, reasonable expenses and related litigation or arbitration 
costs (if any) paid by the other party.

     (l)  CAPTIONS. Captions are provided in this Agreement for convenience 
only and they form no part of this Agreement and are not to serve as a basis 
for interpretation or construction of this Agreement, nor as evidence of the 
intention of the parties hereto.

     (m)  DISCLAIMER OF AGENCY. Nothing contained in this Agreement is 
intended or will be construed so as to constitute the parties to this 
Agreement as partners or joint venturers or as agents of each other. Neither 
party will have any express or implied right or authority to assume or create 
any obligations on behalf of or in the name of the other party or to bind the 
other party in any contract, agreement or undertaking with any third party.

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     (n)  NO THIRD-PARTY BENEFICIARIES. Nothing in this Agreement shall be 
deemed or interpreted to create any third party beneficiaries, or confer any 
rights in any third parties.

     IN WITNESS WHEREOF, this Agreement has been executed and delivered by 
the parties hereto as of the Effective Date.

MACROVISION CORPORATION                VICTOR COMPANY OF JAPAN, LIMITED

By: /s/ Victor Viegas                  By: /s/ Tokio Nohara
    -------------------------              --------------------------
        (Signature)                            (Signature)

Name: Victor Viegas                    Name: Tokio Nohara
     ------------------------               -------------------------
        (Print)                                (Print) 

Name: CFO                              Name: Associate Director
     ------------------------               -------------------------
        (Print)                                (Print)
                                               General Manager of
                                               Intellectual Property Dept.


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