Grant-Back License Agreement – Digimarc Corp. and IV Digital Multimedia Inventions, LLC

1.

Definitions

1.1.

“[**]” shall mean [**] U.S. Dollars ($[**]). The
[**] shall increase by five percent (5%) per year on each yearly anniversary of
the Effective Date.

1.2.

“[**] “ as of a given date shall
mean, with respect to any Digimarc Customer, the cumulative total consideration
recognized as revenue by Digimarc in the [**] prior to such date from such
Digimarc Customer and such Digimarc Customer153s Affiliates, from the sale of all
Digimarc Products and the provision of all Digimarc Services to such Digimarc
Customer and such Digimarc Customer153s Affiliates.

1.3.

“Digimarc Customer“ shall mean a
purchaser or a licensee of a Digimarc Product or a recipient of Digimarc
Services.

1.4.

“Digimarc Product“ shall mean a product that
consists of software, hardware or firmware designed by Digimarc, made by or for
Digimarc, and marketed and sold or licensed (either directly to end users or to
customers reselling to end users) by Digimarc, either on a stand-alone basis or
in conjunction with the provision of Digimarc Services. The term “Digimarc
Products” shall exclude any product, the use, making, offering to sell, selling
or importing of which would not infringe any

of the Patents.

1.5.

“Digimarc Services” shall mean services provided by
Digimarc to a third party, including services that support the use of Digimarc
Products, consulting services and testing services, [**], including third party
products that incorporate or include a Digimarc product. The term “Digimarc
Services” shall exclude any services the provision of which would not infringe
any of the Patents.

1.6.

“Government Customer” shall mean [**].

1.7.

“Patent Rights” shall mean all causes of action and
other rights assigned, transferred and conveyed to IV pursuant to subsection 1.4
of the Patent License Agreement.

1.8.

“Subsidiary“ or
“Subsidiaries“ of an Entity shall mean any entity that
is owned or controlled by such Entity. In the case of a corporation or similar
entity, ownership, direct or indirect, of capital stock or other ownership
interest representing more than fifty percent (50%) of the voting power for the
election or appointment of directors, or person performing similar functions,
shall constitute ownership thereof. An entity shall be a “Subsidiary” only for
so long as such entity meets the definition set forth above.

2.

Grant-Back License from IV to Digimarc

2.1.

Grant-Back License. Subject to the terms and conditions of this
Agreement, IV hereby grants to Digimarc a fully paid-up, royalty-free,
non-exclusive, irrevocable, nonsublicensable, nontransferable (except as set
forth in subsection 2.2) right and license, without geographic limitation, under
each of the Patents (a) to make, have made, use, lease, sell (or license, in the
case of software), offer to sell, import or export any Digimarc Product (the
“Digimarc Product License“), and (b) to conduct
Digimarc153s own research and development activities, and to provide Digimarc
Services to third parties (the “Digimarc Practice
License“, and collectively with the Digimarc Product License, the
“Digimarc License“); provided, however, that:

(i)

Digimarc shall [**] when the [**] first [**], unless:

(a)

such [**] has first received [**] such Digimarc Products and/or Digimarc
Services, and that read on any combination of such Digimarc Products and/or
Digimarc Services with products and services of such customer, provided that
[**];

(b)

such Digimarc Customer is a [**];

(c)

such Digimarc Customer receives such Digimarc Products and/or Digimarc
Services pursuant to [**]; provided, that [**] of any such [**] are [**] to, and
do not expand the scope of, such [**]; or

(d)

Digimarc and such Digimarc Customer have previously entered into a license
agreement with respect to the Patents that is in effect as of the Effective
Date, and the Digimarc Products and/or Digimarc Services received by such
Digimarc Customer fall within such Digimarc Customer153s licensed field of use
under such license agreement.

(ii)

Digimarc shall [**] for each Digimarc Customer that is not an [**] Digimarc
Customer, [**]. For each Digimarc Customer that is not an [**] Digimarc
Customer, Digimarc shall determine whether, [**], the [**] for such Digimarc
Customer has [**]. In the event that as of [**], the [**] for such Digimarc
Customer [**], Digimarc shall notify such Digimarc Customer in writing within
ten (10) days after the end of [**] that such Digimarc Customer [**] Digimarc
Products and/or Digimarc Services, as applicable, [**] ([**], the
“[**]”), [**] such Digimarc Customer has [**] that is described in
subsection 2.1(i)(a). Any such agreement with such Digimarc Customer after the
[**], and the Digimarc License [**], [**] such Digimarc Customer has [**] that
is described in subsection 2.1(i)(a).

(iii)

Any customer or recipient of a Digimarc Product that is sold or otherwise
distributed by Digimarc in accordance with the other provisions of this
subsection 2.1 shall have the right under the Digimarc License to use such
Digimarc Product. For purposes of the preceding sentence, “use” shall include
the limited right under the Patents as necessary for a Digimarc Customer to use,
sell (or license, in the case of software), offer to sell, lease, make or have
made products or services incorporating the Digimarc Product (“Use
Right“), provided that the Use Right will apply only to the extent
provided by operation of law or equity under the principles of implied license
or patent exhaustion, and in particular will not apply to the extent that the
incorporation of the Digimarc Product or combination of the Digimarc Product
with any other third party technology, product or service results in an
infringement of any claim of any Patent that would not have been infringed by
the Digimarc Products or Digimarc Services absent such incorporation or
combination.

(iv)

In no event will the Digimarc License cover (a) any incorporation or
combination of Digimarc Products or Digimarc Services into or with any other
products, processes or services, except in cases where [**], (b) any products,
processes or services designed by the Digimarc Customer or any other third party
(other than by a Government Customer or any other [**] Digimarc Customer, solely
to the extent provided for in the IV license (under subsection 2.1(i)(a) or
under the existing agreement (under subsection 2.1(i)(c) and (d)), or (c) any
other products, processes or services of the Digimarc Customer or any other
third party.

(v)

Any agreement between Digimarc and a Digimarc Customer (other than an [**]
Digimarc Customer) covering the sale or provision of Digimarc Products and/or
Digimarc Services to such customer will include an express acknowledgement that
Digimarc is not providing the Digimarc Customer with the right to incorporate or
combine Digimarc Products and/or Digimarc Services with or into any other
technologies, products or services if such incorporation or combination
infringes any patent of a third party (relative to that customer) that would not
have been infringed by the Digimarc Products and/or Digimarc Services absent
such incorporation or combination.

(vi)

Digimarc will not sell, license or provide Digimarc Products or Digimarc
Services to any Person in conjunction with knowingly and actively advising or
assisting such Person with:

(a)

any use of such Digimarc Products or Digimarc Services, or

(b)

integration into or combination of such Digimarc Products or Digimarc
Services with technology, processes or services of such Person,

(vii)

Except as expressly set forth above in this subsection 2.1, all rights
granted to IV in the Exclusive License Transaction are expressly reserved by IV.
In particular (but without limitation), Digimarc shall not have any right to
grant any third party any license under any of the Patents except to the extent
provided by operation of law under the principles of implied license or patent
exhaustion in connection with actions expressly permitted under the Digimarc
License.

2.2.

Transfer of License. Notwithstanding subsection 2.1, the Digimarc
License may be transferred by Digimarc solely in conjunction with an assignment
of this Agreement that is permitted under subsection 3.3 of this Agreement, and
subject further to the following conditions:

(i)

Digimarc gives IV prompt written notice of such transfer of the Digimarc
License in accordance with the notice provision set forth in the Patent License
Agreement; and

(ii)

Upon such transfer, unless [**] following the transaction that resulted in
such transfer, the Digimarc License will be limited to [**] and to [**] such
Digimarc Products and Digimarc Services [**]
(“[**]“).

(a)

[**] (except with respect to [**] in the event [**]);

(b)

[**] (including without limitation products, processes or services [**]),
except with respect to [**] in the event [**];

(c)

to any incorporation or combination of [**] (or [**]) into or with any [**]
if such incorporation or combination [**] that would [**] by the [**] (or other
[**]) [**] such [**]; or

(d)

to any other acts of the acquiring party or its Affiliates or agents prior to
the acquisition;

2.3.

Notification of [**]. IV hereby agrees to provide notice to Digimarc
of [**], which assessment shall be made by IV in its good faith discretion,
provided that Digimarc agrees that any such disclosure shall remain subject to
the confidentiality obligations set forth in the NDA and that such disclosure
may be used by Digimarc solely in connection with the execution and performance
of the transactions contemplated by the Patent License Agreement and the other
Transaction Agreements.

2.4.

No Other/Implied Rights. Digimarc hereby acknowledges and agrees that
the Digimarc License is non-exclusive, and that Digimarc neither retains nor is
receiving any rights in or to the Patents or the Patent Rights under this
Agreement other than as expressly provided for under the Digimarc License in
subsection 2.1, including without limitation no rights to sue for and collect
past, present and future damages and no rights to seek and obtain injunctive or
any other relief for infringement of the Patents or Abandoned Assets with
respect to parties not licensed prior to the Effective Date, and no other rights
or licenses under the Patents or Patent Rights are granted or implied by this
Agreement.

3.

Miscellaneous

3.1.

Entire Agreement; Modification. This Agreement and the other
Transaction Agreements set forth the entire understanding of the parties with
respect to the subject matter hereof, supersede all existing agreements among
them concerning such subject matter and may be modified only by a written
instrument duly executed by each Party hereto.

3.2.

Waiver. Any waiver must be in writing, and any waiver by any party of
a breach of any provision of this Agreement shall not operate as or be construed
to be a waiver of any other breach of that provision or of any breach of any
other provision of this Agreement. The failure of a Party to insist upon strict
adherence to any term of this Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.

3.3.

Assignment; Binding Effect. Neither Party may assign this Agreement or
its rights hereunder, including by operation of law, without the prior written
consent of the other Party except in conjunction with an assignment by such
Party of the Patent License Agreement and/or its rights thereunder that is
permitted by subsection 11.3 of such agreement, and with respect to Digimarc,
subject further to the terms of subsection 2.2 of this Agreement. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
permitted successors and assigns.

3.4.

Severability. If any court of competent jurisdiction finds any
provision of this Agreement, or any portion thereof, to be invalid, illegal or
unenforceable, such provision shall be ineffective to the extent, but only to
the extent of, such invalidity, illegality or unenforceability, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

3.5.

Term of Agreement. This Agreement shall become effective as of the
Effective Date and shall terminate or expire on the date that the last of the
Patents expires or is abandoned.

3.6.

Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware in all respects without giving
effect to the principles of conflicts of law thereof.

3.7.

Good Faith Efforts. Each Party will use good faith efforts to fulfill
its obligations under this Agreement.

3.8.

Bankruptcy. The patent licenses and related rights granted hereunder
by IV are, and will be deemed to be, for purposes of Section 365(n) of the
United States Bankruptcy Code (“Code“) licenses of
“intellectual property” as defined under the Code. Notwithstanding any provision
contained herein to the contrary, if IV is under any proceeding under the Code
and the trustee in bankruptcy of that party, or that party as a debtor in
possession, rightfully elects to reject this Agreement,

then Digimarc pursuant to the relevant sections of Section 365(n) of the Code
may retain any and all of its licenses and rights hereunder to the maximum
extent permitted by law.

DIGIMARC CORPORATION

IV DIGITAL MULTIMEDIA INVENTIONS, LLC

By:

/s/ Bruce Davis

By:

/s/ Vincent Pluvinage

Bruce Davis

Vincent Pluvinage

Chairman and Chief Executive Officer

Authorized Person

Date:

October 5, 2010

Date:

October 5, 2010