{"id":42464,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-macrovision-inc-victor-technobrain-co-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-macrovision-inc-victor-technobrain-co-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-macrovision-inc-victor-technobrain-co-ltd.html","title":{"rendered":"License Agreement &#8211; Macrovision Inc., Victor Technobrain Co. Ltd. and Kabushiki-Kaisha, Video Bunka Kenkyu-sho (Video Cultural Institute Inc.)(VCII)"},"content":{"rendered":"<pre>\n                             LICENSE AGREEMENT\n\n     This Agreement, made and entered into this 26th day of September, 1995, \nby and between Macrovision, Inc., a corporation organized and existing under \nthe laws of California, with its principal place of business located at 1341 \nOrleans Drive, Sunnyvale, California, 94089, U.S.A. ('Macrovision'), Victor \nTechnobrain Co., Ltd., a juridical person organized and existing under the \nlaws of Japan, with its principal place of business located at 804 Futowo-cho, \nKohoku-ku, Yokohama-shi, Kanagawa-ken 222, Japan ('Technology Licensee') and \nKabushiki-Kaisha, Video Bunka Kenkyu-sho (Video Cultural Institute, \nInc.)(VCII), a juridical person organized and existing under the laws of \nJapan, with its principal place of business located at 2-13-7 Minami-Aoyama, \nMinato-ku, Tokyo, Japan ('User Licensee').\n\n                             W I T N E S S E T H\n\n     WHEREAS, Macrovision is the owner of all rights, title and interest in and \nto certain technology and inventions relating to certain video and audio \nscrambling processes, used to protect video material from unauthorized access \nin connection with program transmission, and certain anti-copying technology, \nused to protect video material from unauthorized copying in connection with \npay-per-view transmissions; and\n\n     WHEREAS, User Licensee wishes to establish a movie distribution service \nknown as EMDES, as hereinafter specified.\n\n     WHEREAS, Technology Licensee wishes to acquire from Macrovision a license \nto use certain Macrovision Technology, as hereinafter defined, to design, \ndevelop, manufacture, sell and license certain products for Electronic Movie \nDistribution and Exhibition System (EMDES) applications, as hereinafter \nspecified, in Japan; and\n\n     WHEREAS, User Licensee wishes to acquire from Macrovision a license to use \ncertain Macrovision Technology, as hereinafter defined, to distribute, lease \nand license certain products and to\n\n\n\n\nsell services for EMDES applications, as hereinafter specified, in Japan; and\n\n     WHEREAS, Macrovision is willing to grant a license to Technology Licensee \nto use the Macrovision Technology in the design, development, manufacture, \ndistribution, sale and license of certain products in Japan in accordance \nwith the terms and conditions of, and subject to the limitations of, this \nAgreement; and\n\n     WHEREAS, Macrovision is willing to grant a license to User Licensee to use \nthe Macrovision Technology in the distribution and license of certain \nproducts in Japan in accordance with the terms and conditions of, and subject \nto the limitations of, this Agreement; and\n\n     WHEREAS, Macrovision wishes to acquire a license to utilize Technology \nLicensee's Resulting Technology, as hereinafter defined, and Technology \nLicensee is willing to grant to Macrovision a license to such Resulting \nTechnology, in accordance with the terms and conditions of this Agreement.\n\n     NOW, THEREFORE, in consideration of the foregoing, and the mutual \ncovenants and conditions set forth in this Agreement, the parties hereto \ndo agree as follows:\n\n\nArticle 1: Definitions \n  \n     For purposes of this Agreement, the following terms shall have the \nfollowing meanings:\n\n     1.1 The 'Products' shall mean those products, including, but not limited \nto, the encoder, the decoder, software control system and card authorization \nsystem, set forth on Appendix 1 hereto, to be developed hereunder by \nTechnology Licensee, utilizing the Macrovision Technology and the Resulting \nTechnology, as defined herein, for decoding EMDES video signals that have \nbeen scrambled using the Macrovision Technology.\n\n     1.2 The 'Resulting Technology' shall mean and include all designs, \ndrawings, blueprints, computer programs in source code and object code form, \ntechnical specifications, manufacturing equipment requirements, performance \nstandards, quality control\n\n\n                                      2\n\n\n\nstandards and requirements, and all other information and technical data \nrelating to the design, development, manufacture, production and\/or use of \nthe Products, and all Intellectual Property Rights therein. Excluded from \nResulting Technology is any technology developed by Technology Licensee \nindependent of this Agreement and technology obtained from a non-party to \nthis agreement.\n\n     1.3 'PhaseKrypt' shall mean Macrovision's proprietary video and audio \nscrambling technology used to scramble and protect video and audio signals \nfrom unauthorized access, which technology has been granted United States \nPatent No. 5,058,175, and 5,438,620 pending United States Patent Application \nNo. 08-145066.\n\n     1.4 The 'Anti-Copying Process' ('ACP') shall mean Macrovision's \nproprietary process of modifying a video signal by (i) the addition of a \nplurality of unipolar pulses and bipolar pulse pairs in and around the \nvertical blanking interval; and (ii) by pseudo randomly phase modulating the \ncolor bursts, which process is protected by the United States Patents Nos. \n4,631,603, 4,577,216 and 4,819,098. Japanese Patent number 1,925,090 is the \nJapanese equivalent of US Patent no. 4,631,603.\n\n     1.5 The 'Macrovision Technology' shall mean and include (i) PhaseKrypt, as \ndefined in Article 1.3 hereof; (ii) the Anti-Copying Process, as defined in \nArticle 1.4 hereof; and (iii) any and all Intellectual Property Rights \nembodied therein or related thereto.\n\n     1.6 'User Licensee's Authorized EMDES Applications' shall mean specific \nmarket applications that the parties mutually agree in writing prior to start \nof businesses related to each specific market application. Market application \nthat the parties mutually agree shall include following two types of \nsystematic application of Macrovision Technology.\n\n     a) services operated by User Licensee that provide the delivery of \nscrambled real time video programming via cable, satellite, and\/or \nterrestrial transmission with subsequent direct recording on VCRs and \ndecoding said recorded material at a \n\n\n                                       3\n\n\n\n\ncustomer site employing a card-based access authorization system for which \nthe recipient pays a fee on a pay-per view basis;\n\n     b) distribution of scrambled video cassettes by User Licensee for \nsubsequent decoding and play back at a customer site employing a card-based \naccess authorization system for which the recipient pays a fee on a \npay-per-view basis.\n\n     1.7 'Pay-Per-View' shall mean video programming for which the direct \nrecipient pays for each viewing of each program received.\n\n     1.8 'Intellectual Property Rights' shall mean and include any and all \npatents, copyrights, semiconductor design rights, trademarks, service marks, \ntrade names and other, similar proprietary rights, and all applications \ntherefor and all registrations thereof.\n\n     1.9 'Confidential Information' shall mean and include any and all trade \nsecrets, data and other information, not in the public domain, which are \nembodied in, relate to, or are associated with any of (i) the Macrovision \nTechnology; (ii) the Products; (iii) the Resulting Technology; or (iv) the \nbusiness or affairs of Macrovision, Technology Licensee or User Licensee, as \nthe case may be. Any information furnished, disclosed or revealed by one \nparty hereto another party shall be deemed 'Confidential Information' for \npurposes of this Agreement if (i) it is in tangible form and has been marked \n'confidential' by one of the parties; (ii) the party receiving such \ninformation has been advised in writing of its confidential nature; or (iii) \ndue to its character or nature, a reasonable person in a like position and \nunder like circumstances would treat such information as confidential.\n\n     1.10 'Application Master Sublicensee' shall mean a licensee to which User \nLicensee shall sublicense the technology and application identified in the \nTechnical Specification dated January 20, 1995 (Appendix 5) on a specific \nmarket application basis.\n\n\n                                       4\n\n\n\n     1.11 'Retail Level Sublicensee' shall mean a licensee who is granted \neither by User Licensee or by Application Master Sublicensee the right to \nprovide the PhaseKrypt and\/or ACP encoded programs with retail level end \nusers.\n\n     1.12 'Gross Revenues' shall mean all revenues of either User Licensee or \nApplication Master Sublicensee derived from the distribution, lease or \nlicense of the Products and of the sale of PhaseKrypt and\/or ACP encoded \nprograms for customers of either User Licensee or Application Master \nSublicensee within Japan as reflected on User Licensee's or Application \nMaster Sublicensee's invoices, provided that such invoices include all the \nrevenues that Right Holders, Technology Licensee, and all other vendors to \neither User Licensee or Application Master Sublicensee ought to receive from \neither User Licensee or from Application Master Sublicensees due to EMDES \nbusiness. If any revenues that Right Holders, Technology licensee, and all \nother vendors to either User Licensee or Application Master Sublicensee ought \nto receive due to EMDES business are excluded from the invoices of either \nUser Licensee or Application Master Sublicensee to customers and Retail Level \nSublicensees by any means, such revenues which are excluded from the invoices \nshould be added back to the nominal amount on the invoices to constitute the \ndefinition of the 'Gross Revenue' made in the section 1.12.\n\n     1.13 'Retail Transaction Value' shall mean all revenues that User \nLicensee's customers or User Licensee's Retail Level Sublicensees receive \nfrom retail level customers for the sale of PhaseKrypt and\/or ACP encoded \nprograms for User Licensee's Application Master Sublicensees EMDES \nApplications within Japan. \n\n     1.14 The 'Effective Date' of this Agreement shall be the date on which all \napplicable approvals (if required) of the United States and Japanese \nGovernments of this Agreement shall have been obtained by the parties hereto, \nincluding, but not limited to, the approval of the United States Department \nof State, in accordance with the provisions of Article 11 hereof.\n\n     1.15 'Rights Holders' shall mean such persons, corporations, partnerships \nor other entities holding ownership of copyrights\n\n\n                                       5\n\n\n\nand other intellectual property rights in the movies or other video material \nto be distributed or exhibited.\n\n     1.16 'MPAA Rights Holders' shall mean any of the seven studios and their \nJapanese video or pay-per-view distributors.\n\n\nArticle 2: Grant and Scope of License\n\n     2.1 Subject to the terms and conditions of this Agreement, including the \nattached agreed Technical Specification dated January 20, 1995 (Appendix 5) \nMacrovision hereby grants to Technology Licensee, and Technology Licensee \nhereby accepts from Macrovision, a limited non-transferable, non-exclusive \nlicense to utilize the Macrovision Technology and all Intellectual Property \nRights related thereto for the design, development, manufacture and sale to \nUser Licensee of the Products for User Licensee's Authorized EMDES \nApplications, solely in Japan. \n\n     2.2 Macrovision shall provide to Technology Licensee such documents and \nother materials that contain, embody and\/or disclose the Macrovision \nTechnology and such other Macrovision Confidential Information as \nMacrovision, in its reasonable discretion, determines to be necessary or \nappropriate for Technology Licensee's design, development, manufacture and \ndistribution of the Products hereunder. Technology Licensee hereby \nacknowledges and agrees that, except as specifically provided in this \nAgreement, Technology Licensee shall not acquire any rights, title or \ninterests in or to any of the Macrovision Technology or other Macrovision \nConfidential Information contained, embodied or disclosed by any of the \ndocuments or other materials furnished by Macrovision to Licensee under this \nArticle 2.2.\n\n     2.3 Subject to the terms and conditions of this Agreement, Macrovision \nhereby grants to Technology Licensee, and Technology Licensee hereby accepts \nfrom Macrovision, a right to sub-license its rights to the Macrovision \nTechnology to ShibaSoku Co. Ltd. (SSC) to utilize the Macrovision Technology \nand all Intellectual Property Rights related thereto for the design, \ndevelopment, manufacture of the Products for Technology Licensee\n\n\n                                       6\n\n\n\nfor User Licensee's Authorized EMDES Applications, solely in Japan.\n\n     2.4 Technology Licensee also hereby acknowledges and agrees to the \nlimited scope of the license granted to Technology Licensee by Macrovision \nhereunder. Technology Licensee shall not utilize any of the Macrovision \nTechnology for any purpose outside the scope of User Licensee's Authorized \nEMDES Applications or outside of Japan.\n\n     2.5 Subject to the terms and conditions of this Agreement, including the \nattached agreed Technical Specification dated January 20, 1995 (Appendix 5), \nMacrovision hereby grants to User Licensee, and User Licensee hereby accepts \nfrom Macrovision, a limited non-transferable, exclusive license to utilize \nthe Macrovision Technology and all Intellectual Property Rights related \nthereto to solely distribute, lease or license Products and to solely sell \nservices for User Licensee's Authorized EMDES Applications, solely in Japan. \nUser Licensee is authorized to start each specific market application as \ndescribed in Article 1.6 only after mutual agreement between Macrovision and \nUser Licensee on the specific market and the related service royalty unique \nto each specific market.\n\n     2.5.1 The exclusivity as described in Article 2.5 above is limited to \nthe technology and application identified in the Technical Specification date \nJanuary 20 1995 (Appendix 5). This exclusivity does not apply outside of the \nProducts and Resulting Technology to any individual Macrovision Anti-copy \nProtection Technology, PhaseKrypt Technology, CineGuard Technology and \/ or \nother technologies in a EMDES application within Japan.\n\n     2.5.2 The exclusivity of this license is dependent upon a signature date \nof this contract being no later than September 28, 1995 and the payment of \nthe first installment provided for in Article 6.1 by October 31, 1995.\n\n     2.6 User Licensee also hereby acknowledges and agrees to the limited \nscope of the license granted to User Licensee by Macrovision hereunder. User \nLicensee shall not utilize any of the Macrovision Technology for any purpose \noutside the scope of\n\n                                           7\n\n\n\nUser Licensee's Authorized EMDES Applications or outside of Japan. Any such \nuse of the Macrovision Technology for any purpose outside the scope of the \nUser Licensee's Authorized EMDES Application or outside of Japan will be \nconsidered a material breach of this agreement.\n\n     2.6.1 User Licensee is hereby granted a right of first refusal for \nlicensing the Macrovision Technology for User Licensee's Authorized EMDES \nApplication in the Asian countries listed in Appendix 4.\n\nArticle 3: Technology Licensee's Obligations\n\n     3.1 Upon delivery of the Macrovision Technology and other Macrovision \nConfidential Information to Technology Licensee, in accordance with Article \n2.2 of this Agreement, Technology Licensee shall initiate the design and \ndevelopment of the Products. It is anticipated that the design and \ndevelopment of the Products hereunder will be completed within 120 days after \nthe Effective Date of this Agreement, and Technology Licensee shall provide \nMacrovision with written notice of completion of the design and development \nof the Products within 120 days after the date thereof.\n\n     3.2 During the period between the execution date of this agreement and \nMarch 31, 1996, such period to be used for the early establishment of an \nEMDES Karaoke Application, Macrovision agrees to grant Technology Licensee \nand Technology Licensee accepts all rights and obligations to check the \ndesign of all Products manufactured before March 31, 1996. Any encoder \nmanufactured before March 31, 1996 will be subject to corrections and\/or \nmodifications by Technology Licensee considered by Macrovision.\n\n     3.3 Prior to April 30, 1996, Technology Licensee shall deliver to \nMacrovision a data package, which shall include all of the Resulting \nTechnology relating to the Products, for review and design evaluation by \nMacrovision. Macrovision shall use commercially reasonable efforts to \ncomplete its review and design evaluation of the Resulting Technology, and \nshall provide\n\n                                           8\n\n\n\nTechnology Licensee with written notice of the results of that review and \ndesign evaluation, within 30 days after receipt of Technology Licensee's data \npackage under this Article 3.3; provided, however, that Technology Licensee \nshall not continue manufacture and distribution of any of the Products until \nMacrovision has given Technology Licensee written notice that the results of \nthat review and design evaluation of the Resulting Technology conform to \nMacrovision's specifications, standards and requirements and are otherwise \nreasonably satisfactory to Macrovision.\n\n     3.4 Technology Licensee shall employ or cause to be employed such \ndesign, manufacturing and quality standards to manufacture the Products \ncapable of using Macrovision Technology. In the event that Macrovision \nreasonably determines that the Resulting Technology does not conform to \nMacrovision's specifications, standards and requirements, Macrovision shall \nprovide Technology Licensee with a detailed list of all deficiencies in the \nResulting Technology. Technology Licensee shall utilize its best efforts to \ncorrect all such deficiencies in the Resulting Technology within 60 days \nafter receipt of Macrovision's written notice under this Article 3.4. Upon \ncorrection of all such deficiencies in the Resulting Technology, Licensee \nshall provide Macrovision with a revised data package, in order to permit \nMacrovision to confirm that all such deficiencies have been corrected, and \nthat the Resulting Technology conforms to the requirements of Article 3.2 \nhereof.\n\n     3.5 Upon receipt of Macrovision's written confirmation that the \nResulting Technology conforms to the requirements of Article 3.3 of this \nAgreement, Technology Licensee shall commence manufacture of the Products.\n\n     3.6 All Products manufactured by Technology Licensee hereunder shall \nbear a plaque or label, in a form specified by Macrovision, indicating that \nsuch Products were manufactured under license from Macrovision, and including \nall other markings, proprietary rights notices and other information as \nreasonably required by Macrovision to protect Macrovision's rights in the\n\n                                           9\n\n\n\nMacrovision Technology and all Intellectual Property Rights relating thereto.\n\n     3.7 Technology Licensee shall use its best efforts to maximize the use \nand license of the Products for User Licensee's Authorized EMDES Applications \nwithin Japan. In furtherance of Licensee's 'best efforts' obligation \nhereunder, Technology Licensee shall not sell or license any of the Products \n(i) for use outside of User Licensee's Authorized EMDES Applications; to any \nparty other than VCII; or (iii) for use outside of Japan, without the prior \nwritten authorization of Macrovision.\n\n     3.8 Technology Licensee hereby acknowledges and agrees that, in order to \nprotect Macrovision's Intellectual Property Rights in and to the Macrovision \nTechnology, all Products shall be sold only to User Licensee.\n\n     3.9 Technology Licensee shall provide Macrovision with monthly reports \nof Technology Licensee's activities in manufacturing and distributing the \nProducts hereunder. Each such monthly report shall be substantially in the \nform of Appendix 2 hereto, shall be provided within thirty (30) days after \nthe end of each month to which it corresponds, and shall include, inter alia:\n\n     (a) a statement of the number and description of the Products \nmanufactured and distributed by Technology Licensee during each month; and\n\n     (b) a description of all technical and functional problems with any of \nthe Products reported to Technology Licensee by any of Technology Licensee's \ncustomers during each month, together with the steps taken by Technology \nLicensee to correct such technical and functional problems.\n\n     3.10 Upon reasonable written notice from Macrovision, Technology \nLicensee shall permit Macrovision's representatives to inspect Technology \nLicensee's facilities and records, during normal business hours, in order to \npermit Macrovision to confirm Technology Licensee's compliance with its \nobligations under this Agreement. Without limiting the generality of this \nArticle 3.10, Macrovision shall have the right, at its own expense, to audit\n\n                                           10\n\n\n\n\nTechnology Licensee's books and records of account, in order to confirm the \naccuracy of the reports submitted by Technology Licensee under Article 3.9 \nhereof.\n\n     3.11  Technology Licensee shall use its best efforts to obtain patent \nprotection for the Resulting Technology within Japan. Technology Licensee \nshall apply for patent protection in the European Patent Office, the United \nStates and any other country that Macrovision and the Technology Licensee \nmutually agree. Technology shall assign these non-Japanese patent \napplications to Macrovision. Macrovision at its sole discretion shall \nprosecute the patent applications to allowance and pay all maintenance or \nannuity fees.\n\n     3.12  Technology Licensee hereby grants to Macrovision, and Macrovision \nhereby accepts from Technology Licensee, an exclusive, fully transferable, \nroyalty-free license to utilize all of the Resulting Technology in the \ndesign, manufacture, distribution, sale and use of such products as \nMacrovision, in its sole discretion, shall deem appropriate, throughout \nthe world, except Japan.\n\n     3.13  Technology Licensee shall furnish User Licensee with such other \ntechnical assistance with respect to the Macrovision Technology and\/or use of \nthe Products within User Licensee's Authorized EMDES Applications in Japan, \nas User Licensee shall reasonably request. User Licensee shall pay Technology \nLicensee's then-prevailing standard technical assistance fee for all such \ntechnical assistance furnished by Technology Licensee under this Article \n3.10. Upon receipt of any request by Technology Licensee for any technical \nassistance under this Article 3.13, Technology Licensee shall provide User \nLicensee with written notice of Technology Licensee's then-prevailing \ntechnical assistance fee. User Licensee shall pay all technical assistance \nfees payable under this Article 3.10 within 45 days after the date of \nTechnology Licensee's invoice therefor.\n\nArticle 4:  User Licensee's Obligations\n\n\n                                     11\n\n\n\n     4.1  User Licensee shall use its best efforts to maximize the use of the \nProducts for User Licensee's Authorized EMDES Applications within Japan. In \nfurtherance of User Licensee's 'best efforts' obligation here, User Licensee \nshall not sell or license any of the Products for use outside of (i) User \nLicensee's Authorized EMDES Applications; or (ii) Japan, without the prior \nwritten authorization of Macrovision.\n\n     4.2  User Licensee shall coordinate contacts and negotiations with MPAA \nRights Holders with Macrovision. No contract or agreement will be concluded \nwith a MPAA Rights Holder without Macrovision's approval or consent, such \napproval or consent not being unreasonably withheld.\n\n     4.3  User Licensee hereby acknowledges and agrees that, in order to \nprotect Macrovision's Intellectual Property Rights in and to the Macrovision \nTechnology, all Products shall be licensed to and not sold to customers using \nthe decoders for commercial purposes within Japan. User Licensee shall cause \neach such commercial customer to enter into a license agreement, in a form \nreasonably satisfactory to Macrovision, which prohibits the unauthorized \nappropriation, use, disclosure or infringement of any of Macrovision's \nTechnology. User Licensee shall provide Macrovision with copies of all such \nlicense agreements relating to the Products upon reasonable written request \nby Macrovision. Decoders may be sold to consumers for non-commercial home use \nonly. All Products will contain a patent notice\/license satisfactory to \nMacrovision.\n\n     4.4  In connection with the marketing and distribution of the Products \nwithin User Licensee's Authorized EMDES Applications in Japan, User Licensee \nmay, at its own expense, develop promotional and marketing materials relating \nto the Products as User Licensee determines to be necessary or appropriate; \nprovided, however, that all such promotional and marketing materials \ndeveloped by User Licensee hereunder shall be submitted to, and shall be \nreviewed in writing by, Macrovision prior to their release or distribution by \nUser Licensee to potential customers of the Products.\n\n                                     12\n\n\n\n     4.5  User Licensee shall maintain adequate service and support \nfacilities for the Products within Japan, and shall provide its customers \nwith such support services relating to User Licensee's Authorized EMDES \nApplications in accordance with the Resulting Technology and such other \nstandards as User Licensee and Macrovision shall establish by mutual \nagreement. User Licensee hereby acknowledges and agrees that it shall be \nsolely responsible for the service and support of all Products distributed by \nUser Licensee hereunder.\n\n     4.6  User Licensee shall provide Macrovision with monthly reports of \nUser Licensee's activities in licensing and distributing the Products \nhereunder. Each such monthly report shall be substantially in the form of \nAppendix 2 hereto, shall be provided within thirty (30) days after the end of \neach month to which it corresponds, and shall include, inter alia:\n\n     (a)  a statement of the number and description of the Products licensed \nand distributed by User Licensee during each month;\n\n     (b)  a statement, certified by an authorized officer of User Licensee, \n(1) User Licensee's Gross Revenue of the products and of the sale of \nPhaseKrypt and\/or ACP encoded programs for User Licensee's customers and \nRetail Level Sublicensees and of (2) User Licensee's and Retail Level \nSublicensee's Retail Transaction Value during the month, together with the \namount of royalties payable thereon to Macrovision, in accordance with 6.3, \nhereof;\n\n     (c)  a description of all technical and functional problems with any of \nthe Products reported to User Licensee by any of User Licensee's customers, \nuser sublicensees or MPAA Rights Holders, during the month, together with the \nsteps taken by User Licensee to correct such technical and functional \nproblems; and\n\n     (d)  income statement and balance sheets with sufficient level of \ndetail, only if negotiated service royalties of any EMDES market application \nare either below ten (10) percent of User Licensee's Gross Revenue from the \nsale of PhaseKrypt and\/or ACP encoded programs to user Sublicensee's or below \nfive (5) percent of 'Retail Transaction Value'.\n\n                                     13\n\n\n\n     4.7  Upon reasonable written notice from Macrovision, User Licensee \nshall permit Macrovision's representatives to inspect User Licensee's \nfacilities and records, during normal business hours, in order to permit \nMacrovision to confirm User Licensee's compliance with its obligations under \nthis Agreement. Without limiting the generality of this Article 4.7, \nMacrovision shall have the right, at its own expense, to audit User \nLicensee's books and records of account, in order to confirm the accuracy of \nthe reports submitted by User Licensee under Article 4.6 hereof, and the \namounts of royalties paid by User Licensee to Macrovision pursuant to Article \n6.3 hereof; provided, however, that User Licensee shall reimburse Macrovision \nfor all costs and expenses incurred by Macrovision in connection with any \nsuch audit which reveals an underpayment by User Licensee of royalties of \nmore than ten (10%) percent of the total royalties actually payable by User \nLicensee hereunder during any calendar quarter.\n\n     4.8  User Licensee hereby grants to Macrovision, and Macrovision hereby \naccepts from User Licensee, a non-exclusive, fully transferable, royalty-free \nlicense to utilize all of the Resulting Technology in distribution, sale and \nuse of such products as Macrovision, in its sole discretion, shall deem \nappropriate, throughout the world, except Japan.\n\nArticle 5:  Macrovision's Obligations\n\n     5.1  Macrovision shall provide a two week training course in the \nMacrovision Technology for not more than four (4) of Technology Licensee's \nengineers, at Macrovision's facility in the United States. All such training \nof Technology Licensee's engineers under this Article 5.1 shall be provided \nby Macrovision at no additional charge to Technology Licensee; provided, \nhowever, that Technology Licensee shall bear all travel, accommodation, meal, \nemployee per diem and other expenses incurred in connection with sending its \nengineers to Macrovision's facility for training in accordance with this \nArticle 5.1.\n\n                                      14\n\n\n\n\n     5.2  Upon completion of prototypes of the Products manufactured by \nTechnology Licensee in accordance with Article 3.3 hereof, Macrovision shall \nprovide Technology Licensee with such technical assistance in the \nintegration, system verification and testing of the Products as Technology \nLicensee shall reasonably request. All such technical assistance under this \nArticle 5.2 shall be provided by Macrovision at no additional charge to \nTechnology Licensee; provided, however, that Macrovision shall have the right \nto utilize the results of such integration, system, verification and testing, \nin connection with the license of the Resulting Technology granted by \nTechnology Licensee to Macrovision pursuant to Article 3.12 of this \nAgreement, for such purposes as Macrovision shall determine to be necessary \nor appropriate for the exercise of its rights and the performance of its \nobligations under that license to the Resulting Technology.\n\n     5.3  Macrovision shall assist User Licensee with contacts, negotiations \nand agreements with MPAA Rights Holders to obtain permission to use movies or \nother video material for use in User Licensee's Authorized EMDES Applications.\n\nArticle 6:  Financial Considerations\n\n     6.1  In consideration for the rights and licenses granted by Macrovision \nto User Licensee under this Agreement, User Licensee shall pay to Macrovision \nan initial technology transfer fee in the amount of Five Hundred Thousand \nUnited States Dollars (US$500,000.00). This technology transfer fee shall be \npaid in two (2) installments, each in the amount of Two Hundred and Fifty \nThousand United States Dollars (US$250,000.00), the first of which shall be \npaid no later than October 31, 1995, and the second of which shall be \npaid within 30 days after Technology Licensee's commencement of manufacture \nof the Products, pursuant to Article 3.2 hereof.\n\n     6.2  In consideration for Technology Licensee providing the design and \ndevelopment of the Products, in addition to any payments by User Licensee to \nTechnology Licensee, Macrovision\n\n                                      15\n\n\n\nshall pay Technology Licensee a fee of One Hundred Thousand United States \nDollars (US$100,000.00). The fee shall be paid in two (2) installments, each \nin the amount of Fifty Thousand Dollars (US$50,000), the first shall be within \n30 days after Macrovision's receipt of the first installment of the initial \ntechnology fee from User Licensee (as described in Article 6.1) and the \nsecond which shall be paid within 30 days after Macrovision's receipt of the \nsecond installment of the initial technology fee from User Licensee (as \ndescribed in Article 6.1).\n\n     6.3  As additional consideration for the rights and licenses granted by \nMacrovision to User Licensee under this Agreement, User Licensee shall pay \nto Macrovision the following royalties:\n\n     (a)  Four (4) percent of User Licensee's Gross Revenues from the \ndistribution, lease or use of decoder Products; provided, however, that the \nroyalty payable under this Article 6.2(a) per each unit of the decoder \nProducts shall not be less than Three United States Dollars (US$3.00); and\n\n     (b)  As service royalties a certain percent of User Licensee's Gross \nRevenues from the sale of PhaseKrypt and\/or ACP encoded programs to User \nLicensee's customers or Retail Level Sublicensees or a certain percent of \n'Retail Transaction Value', whichever is larger. These percents should be \nmutually agreed by the parties prior to start of business of each specific \nmarket application that the parties are to mutually agree.\n\n     (c)  Under Article 2.5 User Licensee is authorized to start each \nspecific new market application as described in Article 1.6 only after mutual \nagreement between Macrovision and User Licensee on the specific market and \nthe related service royalty unique to each specific market.\n\n     (d)  As part of the exclusive license granted to User Licensee, User \nLicensee may sub-license the technology and application identified in the \nTechnical Specification date January 20, 1995 (Appendix 5) to a new \nApplication Master Sublicensee on each specific new market application \nbasis. User Licensee agrees to share with Macrovision the initial up-front \ntechnology sublicensing fee received from a new Application\n\n\n                                      16\n\n\n\n\nMaster Sublicensee by User Licensee on 75\/25 ratio, with Macrovision \nreceiving the 25% portion. No new application master sublicense will be \ngranted by Macrovision to said new Application Master Sublicensee without \nsuch an up front fee paid in full by a new Application Master Sublicensee or \nUser Licensee. New Application Master Sublicensee is not authorized to start \neach specific new market application as described in 1.6 unless mutual \nagreement between Macrovision and Application Master Sublicensee on the \nservice royalty unique to each specific market is made as described in 6.3 \n(b) Additionally, four (4) percent of a new Application Master Sublicensee \ngross revenues from the distribution, lease, or use of decoder products \nshould be paid to Macrovision either by User Licensee or by a new \nApplication Master Sublicensee provided that the royalty payable under this \nArticle 6.3(a) per each unit of the decoder products shall not be less than \nThree United States Dollars (US$3.00).\n\n     (e)  In the case of sublicensing from User Licensee to a new Application \nMaster Sublicensee on a particular market application basis, such a new \nApplication Master Sublicensee shall have to fulfill the same obligations as \nthe User Licensee, described in through 4.1 to 4.8.\n\n     (f)  In the case of sublicensing from User License to a new Application \nMaster Sublicensee; Macrovision, User Licensee and Application Master \nSublicensee shall enter into a new three party agreement which defines the \nobligations, and financial considerations of each party in line with this \nagreement for the said new application.\n\n     6.4  All royalties payable by User Licensee or by Application Master \nSublicensee to Macrovision pursuant to Article 6.3 shall be paid on a monthly \nbasis, within ninety (90) days after the close of the calendar month to which \nsuch royalties correspond. Unless otherwise specified by Macrovision in \nwriting, all such royalties, and all other payments hereunder, shall be paid \nin United States Dollars. For purposes of determining the United \nStates Dollar amount of all royalties payable by User Licensee to Macrovision \nhereunder during any month, Japanese Yen shall be \n\n \n                                     17\n\n\nconverted into United States Dollars at the Bank of Tokyo's published rate of \nexchange between the Japanese Yen and the United States Dollar in effect on \nthe last day of that calendar month.\n\n     6.5  At Macrovision's option and sole discretion, Macrovision shall have \nthe right to waive its right to receive the royalties provided for in Article \n6.3 of this Agreement. In consideration for Macrovision's waiver of such \nroyalties under this Article 6.5, User Licensee shall issue to Macrovision \nthat number of shares of User Licensee's common stock that represents ten \n(10) percent of the total number of shares of User Licensee's common stock \noutstanding after issuance of shares to Macrovision under this Article 6.5\n\n     In the event Macrovision elects its option under this Article 6.5, \nMacrovision shall provide written notice thereof to User Licensee within 60 \ndays after receiving a written report describing the results of a six month \ntrial of EMDES in the Karaoke room public exhibition. Macrovision shall have \nthe additional option of electing to waive its right to receive royalties \nprovided for in Article 6.3, within 60 days of the anniversary of receiving \nthe written report. This additional option shall be available annually \nthroughout the term of the agreement.\n\n     6.6  In the event that User Licensee or Application Master Sublicensee \nis required to withhold any taxes on royalties payable to Macrovision \nhereunder, in accordance with the laws and regulations of Japan, User \nLicensee or Application  Master Sublicensee shall furnish to Macrovision \nofficial tax receipts or other evidence of payment of such withholding taxes, \non a timely basis, sufficient to permit Macrovision to demonstrate payment of \nsuch taxes, in order to establish Macrovision's right to a credit for such \ntaxes against Macrovision's United States income tax liability. User Licensee \nor Application Master Sublicensee shall provide Macrovision with all \nassistance reasonably requested by Macrovision, in connection with any \napplication by Macrovision to qualify for the benefit of a reduced rate of \nwithholding\n\n                                     18\n\n\n\n\ntaxation, under the terms of Article 14 of the United States-Japan Income Tax \nTreaty.\n\n     6.7 In the event that User Licensee or Application Master Sublicensee \nshall fail to pay any amount payable to Macrovision under this Agreement \nwithin 30 days of the date on which such payment is due, User Licensee or \nApplication Master Sublicensee shall pay interests to Macrovision on such \noverdue amount at a rate of one and one-half (1-1\/2) percent per month, or \nthe maximum rate permitted by law, whichever is less, until the overdue amount \nhas been paid in full by User Licensee or by Application Master Sublicensee.\n\nArticle 7: Warranties and Limitations of Liability\n\n     7.1 Macrovision hereby warrants to Technology Licensee and User Licensee \nthat Macrovision is the owner, or authorized licensee, of all rights, title \nand interests in and to the Macrovision Technology, and all Intellectual \nProperty Rights related thereto. Macrovision further warrants that it has the \nright to grant to Technology Licensee and User Licensee the rights and \nlicenses provided for in this Agreement.\n\n     7.2 Macrovision hereby warrants that the documents and materials \nfurnished to Technology Licensee pursuant to Article 2.2 hereof include all \nof the Macrovision Technology and other Macrovision Confidential Information \nthat Technology Licensee should require for the design, development, \nmanufacture and distribution by Technology Licensee of the Products. \nMacrovision makes no representation or warranty whatsoever, however, that \nTechnology Licensee will realize any benefit from such Macrovision Technology \nor other Macrovision Confidential Information furnished to Technology \nLicensee hereunder. In the event that Technology Licensee reasonably believes \nthat the documents and materials furnished by Macrovision to Technology \nLicensee under Article 2.2 hereof are defective or incomplete, Technology \nLicensee shall give written notice thereof to Macrovision, and Macrovision \nshall correct any such defect or furnish any missing documents or materials \nwithin 45 days after\n\n                                      19\n\n\n\nreceipt of Technology Licensee's written notice hereunder. Technology \nLicensee acknowledges and agrees that the remedy provided for in this Article \n7.2 shall constitute Technology Licensee's sole remedy in the event that any \nof the documents and materials furnished by Macrovision under Article 2.2 \nhereof fail to conform to Macrovision's warranty, as set forth in this \nArticle 6.2.\n\n     7.3 THE OBLIGATIONS OF MACROVISION UNDER ARTICLES 7.1 AND 7.2 OF THIS \nAGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES BY \nMACROVISION WITH RESPECT TO THE MACROVISION TECHNOLOGY AND MACROVISION \nCONFIDENTIAL INFORMATION FURNISHED BY MACROVISION TO TECHNOLOGY LICENSEE AND \nUSER LICENSEE HEREUNDER. EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLES 7.1 AND \n7.2 HEREOF, ALL SUCH MACROVISION TECHNOLOGY AND MACROVISION CONFIDENTIAL \nINFORMATION ARE LICENSED TO TECHNOLOGY LICENSEE AND USER LICENSEE 'AS IS', AND \nALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES WITH \nRESPECT TO THE CONDITION OF PHASEKRYPT, THE DECODING PROCESS AND THE ENCODING \nPROCESS, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY \nPARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND EXCLUDED. UNDER NO CIRCUMSTANCES \nSHALL MACROVISION BE LIABLE TO TECHNOLOGY LICENSEE OR USER LICENSEE OR ANY \nOTHER PERSON, FIRM OR ENTITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR \nINCIDENTAL DAMAGES ARISING FROM, OR ATTRIBUTABLE TO, THIS AGREEMENT AND\/OR \nMACROVISION'S PERFORMANCE HEREUNDER, EVEN IF MACROVISION IS ON NOTICE OF THE \nPOSSIBILITY OF SUCH DAMAGES.\n\n     7.4 Technology Licensee shall extend to its customers such warranties \nwith respect to the Products as Technology Licensee and shall determine to be \nnecessary or appropriate for the effective marketing and distribution of the \nProducts within User Licensee's Authorized EMDES Applications in Japan. Any \nand all such warranties shall be solely in the name of, and shall constitute \nthe obligation solely of, Technology Licensee, and Technology Licensee shall \ndefend, indemnify and hold Macrovision harmless against any and all claims, \nlosses, damages and liabilities attributable to any misrepresentation by \nTechnology\n\n                                      20\n\n\n\nLicensee of, or any breach by Technology Licensee of any Warrant with respect \nto, any of the Products.\n\n     7.5 User Licensee shall extend to its customers such warranties with \nrespect to the Products as User Licensee and shall determine to be necessary \nor appropriate for the effective marketing and distribution of the Products \nwithin User Licensee's Authorized EMDES Applications in Japan. Any and all \nsuch warranties shall be solely in the name of, and shall constitute the \nobligation solely of, User Licensee, and User Licensee shall defend, \nindemnify and hold Macrovision harmless against any and all claims, losses, \ndamages and liabilities attributable to any misrepresentation by User \nLicensee of, or any breach by User Licensee of any warrant with respect to, \nany of the Products.\n\nArticle 8: Confidential Information\n\n     8.1 No party hereto shall disclose to any other person, firm or entity \nany other party's Confidential Information which is furnished, disclosed or \nrevealed to such party (the 'receiving party') pursuant to this Agreement. Any \nsuch Confidential Information shall be used by the receiving party solely in \nconnection with its performance of its obligations under this Agreement, and \nfor no other purpose whatsoever. Each party shall take all appropriate steps, \nand implement all appropriate procedures, to prevent the unauthorized use \nand\/or disclosure of any other party's Confidential Information, and each of \nthe receiving party's employees to whom any such Confidential Information is \nmade available hereunder shall have entered into a non-disclosure agreement \nwhich prohibits the unauthorized use and\/or disclosure of such Confidential \nInformation.\n\n     8.2 The receiving party's duty under Article 8.1 of this Agreement shall \nnot apply to the extent, but only to the extent, that the other party's \nConfidential Information:\n\n     (a) passes into the public domain through no fault of the receiving party;\n\n     (b) is disclosed to the receiving party by a third party that is under \nno obligation of non-disclosure to the other party;\n\n                                      21\n\n\n\n     (c) was known to the receiving party at the time of disclosure by the \nother party; or\n\n     (d) is required to be disclosed under the laws, regulations or \ngovernmental orders of the United States or Japan.\n\n     8.3 The parties' respective obligations under Article 8.1 hereof shall \nsurvive the termination of this Agreement for any reason whatsoever. Within \n30 days after the termination of this Agreement for any reason whatsoever, \nTechnology Licensee and User Licensee shall return to Macrovision all \ndocuments and other materials in Technology Licensee's and User Licensee's \npossession that contain, embody and\/or disclose any of the Macrovision \nTechnology or any of Macrovision's Confidential Information; provided, \nhowever, that nothing in this Article 8 shall affect Macrovision's rights \nwith respect to the Resulting Technology following the termination of this \nAgreement.\n\nArticle 9: Macrovision's Intellectual Property Rights\n\n     9.1 Technology Licensee hereby acknowledges that Macrovision is the \nowner of all rights, title and interests in and to all of the Macrovision \nTechnology, including all Intellectual Property Rights therein, and \nTechnology Licensee shall acquire no rights whatsoever with respect to any of \nthe Macrovision Technology or any such Intellectual Property Rights, except \nas specifically provided in this Agreement. During the continuance of this \nAgreement and thereafter, Technology Licensee shall take no action which, in \nthe reasonable opinion of Macrovision, may adversely affect or impair any of \nMacrovision's rights, title or interests in and to the Macrovision \nTechnology or any Intellectual Property Rights therein.\n\n     9.2 Technology Licensee shall take all such action, and shall provide \nMacrovision with all such assistance, as Macrovision shall reasonably \nrequest, in order to perfect and protect Macrovision's rights, title and \ninterests in and to the Macrovision Technology and all Intellectual Property \nRights related thereto within Japan.\n\n                                      22\n\n\n\n     9.3 Technology Licensee shall immediately notify Macrovision of any and \nall infringements of any of the Macrovision Technology, or any of the \nIntellectual Property Rights related thereto, within Japan that come to the \nattention of Technology License. Macrovision, as the owner of the Macrovision \nTechnology and those Intellectual Property Rights, shall be responsible for \ntaking any action, in the courts, administrative agencies or otherwise, to \nprevent any such infringement, and Technology Licensee shall provide \nMacrovision with such assistance as Macrovision shall reasonably request in \nconnection with any such action.\n\n     9.4 User Licensee hereby acknowledges that Macrovision is the owner of \nall rights, title and interests in and to all of the Macrovision Technology, \nincluding all Intellectual Property Rights therein, and User Licensee shall \nacquire no rights whatsoever with respect to any of the Macrovision \nTechnology or any such Intellectual Property Rights, except as specifically \nprovided in this Agreement. During the continuance of this Agreement and \nthereafter, User Licensee shall take no action which, in the reasonable \nopinion of Macrovision, may adversely affect or impair any of Macrovision's \nrights, title or interests in and to the Macrovision Technology or any \nIntellectual Property Rights therein.\n\n     9.5 User Licensee shall take all such action, and shall provide \nMacrovision with all such assistance, as Macrovision shall reasonably \nrequest, in order to perfect and protect Macrovision's rights, title and \ninterests in and to the Macrovision Technology and all Intellectual Property \nRights related thereto within Japan.\n\n     9.6 User Licensee shall immediately notify Macrovision of any and all \ninfringements of any of the Macrovision Technology, or any of the \nIntellectual Property Rights related thereto, within Japan that come to the \nattention of License. Macrovision, as the owner of the Macrovision Technology \nand those Intellectual Property Rights, shall be responsible for taking any \naction, in the courts, administrative agencies or otherwise, to prevent any\n\n                                      23\n\n\n\nsuch infringement, and User Licensee shall provide Macrovision with such \nassistance as Macrovision shall reasonably request in connection with any \nsuch action.\n\nArticle 10 Indemnification\n\n     10.1  Mutual Indemnification\n\n     (a) Macrovision's Indemnification of Technology Licensee.\n\n     Macrovision will indemnify and hold harmless Technology Licensee from \nand against any and all damages, claims, costs or other liabilities, \nincluding costs and reasonable attorney's fees that arise from or out of or \nare in connection with:\n\n     (i) any third party claims that the Macrovision Technology infringes any \npatents, copyright or other proprietary rights (which claims, the parties \nunderstand and agree, shall not constitute incidental or consequential \ndamages for purposes of this Agreement). Notwithstanding the foregoing, \nMacrovision shall not be obligated to indemnify Technology Licensee for any \nclaim described in this Section 10.1(a)(i) due to any modification of the \nMacrovision Technology or the combination of the Macrovision Technology with \nany other equipment, software or hardware if Macrovision can demonstrate that \nsuch claim would have been avoided in the absence of such modification or \ncombination; or\n\n     (ii) a breach of any of its obligations thereunder, including without \nlimitation, Macrovision's representations and warranties of ownership and \ntechnology operation set forth in Section 7.1 and 7.2\n\n     (b) Macrovision's Indemnification of User Licensee.\n\n     Macrovision will indemnify and hold harmless User Licensee from and \nagainst any and all damages, claims, costs or other liabilities, including \ncosts and reasonable attorney's fees that arise from or out of or are in \nconnection with:\n\n     (i) any third party claims that the Macrovision Technology infringes any \npatents, copyright or other proprietary rights (which claims, the parties \nunderstand and agree, shall not\n\n                                      24\n\n\n\nconstitute incidental or consequential damages for purposes of this \nAgreement). Notwithstanding the foregoing, Macrovision shall not be obligated \nto indemnify User Licensee for any claim described in this Section 10.1(b)(i) \ndue to any modification of the Macrovision Technology or the combination of \nthe Macrovision Technology with any other equipment, software or hardware if \nMacrovision can demonstrate that such claim would have been avoided in the \nabsence of such modification or combination; or\n\n     (ii) a breach of any of its obligations thereunder, including without \nlimitation, Macrovision's representations and warranties of ownership and \ntechnology operation set forth in Section 7.1 and 7.2.\n\n     (c) Technology Licensee's Indemnification of Macrovision.\n\n     Technology Licensee will indemnify and hold harmless Macrovision and its \nAffiliates from and against any and all damages that arise from or out of or \nare in connection with a breach of any of its obligations thereunder.\n\n     (d) User Licensee's Indemnification of Macrovision.\n\n     User Licensee will indemnify and hold harmless Macrovision and its \nAffiliates from and against any and all damages that arise from or out of or \nare in connection with a breach of any of its obligations thereunder.\n\n     (e) Notification. If any claim for indemnification arises under this \nSection 10.1, the indemnified party shall notify the indemnifying party and \nshall consult with and keep the indemnifying party reasonably informed with \nrespect to the defense, compromise, settlement, resolution or other \ndisposition of any such claim. Upon the indemnifying party's request, which \nrequests may be subject to a reservation of rights, which must be in writing \nand received by indemnified party within 30 days of the notification, the \nindemnifying party shall be entitled to control the defense of such claim by \ncounsel of the indemnifying party's choosing and at the indemnifying party's \nsole expense. In this case, the indemnified party shall reasonably cooperate \nwith the indemnifying party in connection with the defense of any\n\n                                      25\n\n\n\nsuch claim, provided that such cooperation is not adverse to the indemnified \nparty's legal or business interest, as reasonably determined by the \nindemnified party and promptly communicated to the indemnifying party upon \nsuch determination. In turn, the indemnifying party shall promptly inform the \nindemnified party of all material aspects of such defense, compromise, any \nproposed settlement, resolution or other disposition of any such claim. Upon \nthe indemnified party's reasonable request, the indemnifying party shall be \nentitled to participate fully and cooperatively in the defense of any such \nclaim at its own expense and with counsel of its choosing. No party shall \nadmit any liability with respect to, or settle, compromise, resolve or \ndischarge any such claim without the other party's prior written consent, \nwhich consent shall not be unreasonably withheld in the case of any \nsettlement, resolution, compromise or discharge involving only the payment of \nmoney.\n\n     10.2  Alleged Infringement: Discontinuance of Use.\n\n           (a)  If any legal action alleging patent, copyright or other \nproprietary rights infringement is commenced, or any threat thereof is made, \nagainst Macrovision or Technology Licensee with respect to the use of the \nMacrovision Technology, Macrovision shall have the right, but not the \nobligation, to (i) procure for the benefit of Technology Licensee, at \nMacrovision's expense, the right or license to any technology alleged to have \nbeen infringed and\/or (ii) modify the Macrovision Technology (at \nMacrovision's sole cost and expense) such that the Macrovision Technology (as \nmodified) is no longer subject to such legal action or threat of legal action \n(but all of Macrovision's obligations set forth in this Agreement as to the \nMacrovision Technology shall apply to such modified Macrovision Technology); \nand\n\n           (b)  If any legal action alleging patent, copyright or other \nproprietary rights infringement is commenced against Macrovision or \nTechnology Licensee with respect to the use of the Macrovision Technology \nthen Macrovision shall have the right to request in writing that Technology \nLicensee cease the use of the Macrovision Technology. As of a specified date, \nwhich date shall\n\n\n                                      26\n\n\nbe no earlier than 60 days after the date on which Technology Licensee \nreceives the notice in response, Technology Licensee shall have the option to \ncontinue use, after the cessation date, of the Macrovision Technology and be \nindemnified by Macrovision pursuant to Section 10.1 (a) of this Agreement; \nprovided, however, such indemnification shall be applicable only for damages \narising from or out of or in connection with events occurring on or before \nthe cessation date.\n\n           (c)  If any legal action alleging patent, copyright or other \nproprietary rights infringement is commenced, or any threat thereof is made, \nagainst Macrovision or User Licensee with respect to the use of the \nMacrovision Technology, Macrovision shall have the right, but not the \nobligation, to (i) procure for the benefit of User Licensee, at Macrovision's \nexpense, the right or license to any technology alleged to have been \ninfringed and\/or (ii) modify the Macrovision Technology (at Macrovision's \nsole cost and expense) such that the Macrovision Technology (as modified) is \nno longer subject to such legal action or threat of legal action (but all of \nMacrovision's obligations set forth in this Agreement as to the Macrovision \nTechnology shall apply to such modified Macrovision Technology); and\n\n           (d)  If any legal action alleging patent, copyright or other \nproprietary rights infringement is commenced against Macrovision or User \nLicensee with respect to the use of the Macrovision Technology then \nMacrovision shall have the right to request in writing that User Licensee \ncease the use of the Macrovision Technology. As of a specified date, which \ndate shall be no earlier than 60 days after the date on which Technology \nLicensee receives the notice in response, Technology Licensee shall have the \noption to continue use, after the cessation date, of the Macrovision \nTechnology and be indemnified by Macrovision pursuant to Section 10.1 (a) of \nthis Agreement; provided, however, such indemnification shall be applicable \nonly for damages arising from or out of or in connection with events \noccurring on or before the cessation date.\n\n     10.3  Cap on Macrovision Damages.\n\n\n                                     27\n\n\n\n     (a)  Notwithstanding anything to the contrary in this Agreement, in no \nevent shall Macrovision be liable for monetary damages in connection with any \nbreach of this Agreement (other than willful misconduct or breaches arising \nfrom fraud, for which misconduct or breaches there shall be no limitation on \ndamages) in excess of the aggregate amount of all money received by \nMacrovision from Technology Licensee in connection with this Agreement.\n\n     (b)  Notwithstanding anything to the contrary in this Agreement, in no \nevent shall Macrovision be liable for monetary damages in connection with any \nbreach of this Agreement (other than willful misconduct or breaches arising \nfrom fraud, for which misconduct or breaches there shall be no limitation on \ndamages) in excess of the aggregate amount of all money received by \nMacrovision from User Licensee in connection with this Agreement.\n\nArticle 11:  Security and Export Control\n\n     11.1  The parties hereby acknowledge and agree that this Agreement is \nsubject to the Export Regulations of the United States Department of State.\n\nArticle 12:  Duration and Termination\n\n     12.1  This Agreement shall enter in full force and effect on the \nEffective Date hereof, and shall remain in force for a period of 5 years from \nthe Effective Date, unless terminated earlier in accordance with the terms \nand conditions of this Article 12. The parties agree to negotiate a renewal \nof the present agreement during the six month period prior to the expected \ntermination date.\n\n     12.2  In the event that any party hereto (the 'breaching party') shall \ncommit any breach or default of any of its obligations under this Agreement, \nthe non-breaching party shall give to the breaching party written notice of \nsuch breach or default, and shall request that such breach or default be \ncured immediately. In the event that the breaching party fails to cure such \nbreach or default within thirty (30) days after the date of\n\n                                     28\n\n\n\nnotice of such breach or default, the non-breaching party may terminate this \nAgreement by giving written notice of termination to the breaching party. \nTermination of this Agreement pursuant to this Article 12.2 shall not affect \nor impair the non-breaching party's right to pursue any legal remedy, \nincluding, but not limited to, the right to recover damages, for any harm \nsuffered or incurred as a result of such breach.\n\n     12.3  In addition to the rights of termination provided in Articles 8.3 \nand 12.2 hereof, Macrovision shall have the right to terminate this Agreement \nupon giving written notice of termination to Technology Licensee, upon the \noccurrence of any of the following events:\n\n     (a)  Technology Licensee enters into bankruptcy (hasan), composition \n(wagi), reorganization (Kosei), liquidation (seison), or arrangement (seiri) \nproceedings, is declared insolvent, makes an assignment for the benefit of \ncreditors, or suffers the appointment of a receiver or trustee over all or \nsubstantially all of its assets;\n\n     (b)  The United States Government fails to issue, or revokes, any export \nlicense or other approval required for the performance of this Agreement;\n\n     (c)  Any law, regulation or governmental order is enacted or issued in \nJapan which has a materially adverse effect on Macrovision's rights, title \nand interests in and to the Macrovision Technology and\/or the Intellectual \nProperty Rights related thereto; or\n\n     (d)  Technology Licensee breaches its obligations under Article 7 \nhereof, relating to the nondisclosure of Macrovision's Confidential \nInformation, or under Article 8 hereof, relating Macrovision's Intellectual \nProperty Rights.\n\n     12.4  Upon the expiration or termination of this Agreement, Technology \nLicensee shall immediately cease all use of the Macrovision Technology and \nall Macrovision Confidential Information, and shall immediately cease all \nmanufacture and distribution of the Products. The expiration or termination \nof this Agreement for any reason whatsoever shall not relieve\n\n\n                                   29\n\n\n\n\nTechnology Licensee of its obligations (i) of non-disclosure with respect to \nMacrovision's Confidential Information under Article 7 hereof; (ii) with \nrespect to Macrovision's Intellectual Property Rights, under Article 8 \nhereof; (iii) to indemnify an hold Macrovision harmless under Articles 9.2 \nand 9.3 hereof; and (iv) with respect to United States export control \nrequirements.\n\n     12.5  The expiration or termination this Agreement shall not affect any \nof Macrovision's rights or obligations with respect to the Resulting \nTechnology, licensed to Macrovision under Article 3.09 hereof. Except as \nprovided in this Article 12.5, upon expiration or termination of this \nAgreement, Macrovision shall have no further obligations whatsoever hereunder \nto Technology Licensee.\n\n     12.6  In addition to the rights of termination provided in Articles 9.2 \nand 12.2 hereof, Macrovision shall have the right to terminate this Agreement \nupon giving written notice of termination to User Licensee, upon the \noccurrence of any of the following events:\n\n     (a)  User Licensee enters into bankruptcy (hasan), composition (wagi), \nreorganization (kosei), liquidation (seison), or arrangement (seiri) \nproceedings, is declared insolvent, makes an assignment for the benefit of \ncreditors, or suffers the appointment of a receiver or trustee over all or \nsubstantially all of its assets;\n\n     (b)  The United States Government fails to issue, or revokes, any export \nlicense or other approval required for the performance of this Agreement;\n\n     (c)  Any law, regulation or governmental order is enacted or issued in \nJapan which has a materially adverse effect on Macrovision's rights, title \nand interests in and to the Macrovision Technology and\/or the Intellectual \nProperty Rights related thereto; or\n\n     (d)  User Licensee breaches its obligations under Article 7 hereof, \nrelating to the nondisclosure of Macrovision's Confidential Information, or \nunder Article 8 hereof, relating Macrovision's Intellectual Property Rights.\n\n\n                                     30\n\n\n     (e)  User Licensee repeatedly fails to make payments due Macrovision, as \nper Article 6, on a timely basis.\n\n     12.7  Upon the expiration or termination of this Agreement, User \nLicensee shall immediately cease all use of the Macrovision User and all \nMacrovision Confidential Information, and shall immediately cease all \nmanufacture and distribution of the Products. The expiration or termination \nof this Agreement for any reason whatsoever shall not relieve User Licensee \nof its obligations (i) to pay any and all royalties which have accrued under \nArticle 5.2 hereof, but which remain unpaid as of the date of expiration or \ntermination; (ii) of non-disclosure with respect to Macrovision's \nConfidential Information under Article 7 hereof; (iii) with respect to \nMacrovision's Intellectual Property Rights, under Article 8 hereof; (iv) to \nindemnify and hold Macrovision harmless under Articles 9.4 and 9.5 hereof; \nand (v) with respect to United States export control requirements.\n\n     12.8  The expiration or termination this Agreement shall not affect any \nof Macrovision's rights or obligations with respect to the Resulting User, \nlicensed to Macrovision under Article 3.11 hereof. Except as provided in this \nArticle 11.5, upon expiration or termination of this Agreement, Macrovision \nshall have no further obligations whatsoever hereunder to User Licensee.\n\nArticle 13:  Compliance with Applicable Laws\n\n     13.1  In the exercise of their respective rights, and the performance of \ntheir respective obligations under this Agreement, each party shall comply \nwith all applicable laws, regulations and governmental orders of the United \nStates and Japan. Each party hereby acknowledges and agrees that the \nMacrovision Technology, and all Macrovision Confidential Information directly \nrelated thereto, are subject to United States export controls, as provided in \nArticle 10 hereof. In conformance with such United States export controls, \nMacrovision will make all commercially reasonable efforts to obtain all \nrequired United States export licenses and other governmental approvals \nnecessary or appropriate for the delivery of the Macrovision Technology and\n\n\n                                    31\n\n\n\nsuch Macrovision Confidential Information to Technology Licensee, or User \nLicensee, but Macrovision shall have no liability or responsibility hereunder \nto Technology Licensee or User Licensee in the event that, despite \nMacrovision's commercially reasonable efforts, the United States Government \ndeclines to issue any or all such United States export licenses and other \napprovals.\n\n     13.2  Technology Licensee shall, at its own expense, obtain and maintain \nin full force and effect at all times during the continuance of this \nAgreement, all licenses, permits, authorizations and government approvals, \nand shall make all registrations, notifications, filings and reports to all \ngovernmental agencies, required under any applicable law, regulation or \ngovernmental order of Japan for Technology Licensee to exercise its rights \nand perform its obligations under this Agreement. In the event that any such \nlicense, permit, authorization or approval, or the approval of any such \nregistration, notification, filing or report, is conditioned upon an \namendment or modification to this Agreement which is unacceptable to \nMacrovision, Macrovision shall have the right to terminate this Agreement \nwithout any further obligations hereunder to Technology Licensee, by giving \nwritten notice of termination to Technology Licensee. Macrovision shall have \nthe right to participate in the procedures for obtaining any such licenses, \npermits, authorizations or approvals in Japan, and shall have the right to \ninspect any document to be submitted to any governmental authority in \nconnection with any such registration, notification, filing or report, or any \napplication for any such license, permit, authorization or approval, prior to \nits submission to the competent Japanese Government agency.\n\n     13.3  User Licensee shall, at its own expense, obtain and maintain in \nfull force and effect at all times during the continuance of this Agreement, \nall licenses, permits, authorizations and government approvals, and shall \nmake all registrations, notifications, filings and reports to all \ngovernmental agencies, required under any applicable law, regulation or \ngovernmental order of Japan for User Licensee to \n\n\n                                   32\n\n\n\nexercise its rights and perform its obligations under this Agreement. In the \nevent that any such license, permit, authorization or approval, or the \napproval of any such registration, notification, filing or report, is \nconditioned upon an amendment or modification to this Agreement which is \nunacceptable to Macrovision, Macrovision shall have the right to terminate \nthis Agreement without any further obligations hereunder to User Licensee, by \ngiving written notice of termination to User Licensee. Macrovision shall have \nthe right to participate in the procedures for obtaining any such licenses, \npermits, authorizations or approvals in Japan, and shall have the right to \ninspect any document to be submitted to any governmental authority in \nconnection with any such registration, notification, filing or report, or any \napplication for any such license, permit, authorization or approval, prior to \nits submission to the competent Japanese Government agency.\n\n     13.4  Each party hereto shall execute such documents, and shall provide \nsuch assistance as is reasonably requested by the other party, in connection \nwith the performance by such other party of its obligations under Article \n13.1, Article 13.2, or Article 13.3, as the case may be.\n\nArticle 14:  General Provisions\n\n     14.1  Assignment:  Technology Licensee and User Licensee shall not have \nthe right or the power to assign or sublicense any of its rights, or \ndelegate or subcontract the performance of any of its obligations, under this \nAgreement without the prior written authorization of Macrovision.\n\n     14.2  Independent Contractors:  In the exercise of their respective \nrights, and the performance of their respective obligations, the parties are, \nand shall remain, independent contractors. Nothing in this Agreement shall be \nconstrued to constitute either party as the agent of the other party for any \npurpose whatsoever, and neither party shall bind, or attempt to bind, the \nother party to any contract or the performance of any obligation, or \nrepresent to any third party that it is authorized\n\n\n                                     33\n\n\n\nto enter into any contract or binding obligation on behalf of the other party \nhereto.\n\n     14.3  Notices:   All notices, reports and other communications between \nthe parties hereunder shall be sent by registered mail, postage prepaid and \nreturn receipt requested, or by facsimile, with a confirmation copy sent by \nregistered mail within two (2) days after the date of facsimile transmission, \naddressed as follows:\n\n        Macrovision:            Macrovision Corporation\n                                1341 Orleans Drive\n                                Sunnyvale, CA 94089\n                                U.S.A.\n                                Attention: Vice President Finance and CFO\n                                Fax:  (408) 743-8610\n\n\n        Technology Licensee:    Victor Technobrain Co., Ltd.\n                                804 Futowo-cho, Kohoku-ku, Yokohama-shi\n                                Kanagawa-ken 222, Japan\n                                Attention:  President\n                                Fax:  045-546-5940\n\n        User Licensee:          Kabushiki-Kaisha, Video Bunka Kenkyu-sho\n                                2-13-7 Minami-Aoyama\n                                Minato-ku, Tokyo, Japan\n                                Attention:  President\n                                Fax:  03-5474-2634\n\n\n                                   34\n\n\n\n     All notices, reports and other communications shall be deemed received: \n(i) if sent by registered airmail, 10 days after the date of mailing; and \n(ii) if sent by facsimile, twenty-four (24) hours after the date and time of \ntransmission.\n\n     14.4  Governing Law:  This Agreement shall be governed by, and \ninterpreted in accordance with, the laws of the State of California, U.S.A., \nexcluding conflicts of laws rules.\n\n     14.5  Arbitration:  Any dispute between the parties arising out of, or \nrelating to, the validity, construction, interpretation or performance of \nthis Agreement that cannot be resolved amicably shall be submitted to binding \narbitration, to be held in San Francisco, California, U.S.A., in accordance \nwith the rules of the American Arbitration Association. Any such arbitration \nproceeding shall be conducted before an arbitration panel composed of three \n(3) arbitrators, one (1) member of which shall be designated by each of the \nparties and the third of which shall be designated by the other two (2) \narbitrators. In any arbitration proceeding under this Article 13.5, the \ndecision and award of the arbitrators shall (i) be in writing; (ii) state the \nreasons therefor; (iii) be based solely on the terms and conditions of this \nAgreement, as interpreted under the laws of the State of California, U.S.A.; \nand (iv) shall be final and binding upon the parties. The decision and award \nof the arbitrators in any such arbitration proceeding may be enforced in any \ncourt of competent jurisdiction.\n\n     14.6  Injunctive Relief:  Notwithstanding the provisions of Article \n14.15 hereof, Macrovision may seek relief in any court of competent \njurisdiction, including, but not limited to, the courts of Japan, in order to \nprevent the misappropriation or unauthorized use, disclosure or infringement \nof any of Macrovision's Intellectual Property Rights and\/or Macrovision's \nConfidential Information.\n\n     14.7  Entire Agreement and Amendments:  This Agreement constitutes the \nentire agreement between the parties, and supersedes all prior agreements, \nunderstandings and other\n\n\n                                      35\n\n\n\ncommunications between the parties with respect to the subject matter hereof. \nNo modification or amendment to this Agreement shall be binding upon the \nparties unless in writing and executed by the duly authorized representatives \nof the parties.\n\n     14.8  Waivers:  The failure of either party to assert any of its rights \nhereunder, including, but not limited to, the right to terminate this \nAgreement in the event of a breach or default by the other party hereto, \nshall not be deemed to constitute a waiver by that party thereafter to \nenforce each and every provision of this Agreement in accordance with its \nterms.\n\n     14.9  Governing Language:  This Agreement is made in the English \nlanguage. In the event that a translation of this Agreement into any other \nlanguage is made, that translation shall be for convenience only, and in the \nevent of any conflict between the English language version of this Agreement \nand any translation hereof, the English language version shall be the \ncontrolling document.\n\n     14.10  Counterparts:  This Agreement may be executed in several \nduplicate originals, each of which shall be deemed to constitute an original, \nbut all of which shall constitute one and the same instrument.\n\n     14.11  Headings:  The subject headings of this Agreement are included \nfor purposes of convenience only, and shall not affect the construction or \ninterpretation of any provision hereof.\n\n\n                                      36\n\n\n\n\n     IN WITNESS WHEREOF, the parties have caused this Agreement to be \nexecuted by their duly authorized representatives, this day of September, \n1995.\n\n\nVictor Technobrain Co., Ltd.            Kabushiki-Kaisha,\n                                        Video Bunka Kenkyu-sho\n\n\nby  \/s\/ illegible                       by   \/s\/ illegible\n  ---------------------------------       ---------------------------------\n\n\nMacrovision Corporation\n\n\nby   \/s\/ John O. Ryan\n  ---------------------------------\n\n\n\n                                      37\n\n\n\n\n\n                            AMENDMENT NUMBER ONE TO\n                               LICENSE AGREEMENT\n\n\nThis amendment to the license agreement ('agreement') dated June 30th, 1996, \nbetween MACROVISION CORPORATION ('MACROVISION'), VICTOR TECHNOBRAIN CO., LTD. \n('Technology Licensee') and KABUSHIKI-KAISHA VIDEO BUNKA KENKYU-SHO ('User \nLicnesee') amends the agreement and amendment number one as follows:\n\n1.  Article 6.1 is hereby deleted in its entirety, and replaced as follows: \n    'In consideration of the rights and licenses granted by Macrovision to \n    User Licensee under this agreement, User Licenseee shall pay to \n    Macrovision an initial technology transfer fee in the amount of Five \n    Hundred Thousand United States Dollars (US$500,000.00) as follows:\n\n    1.1   First installment of Two Hundred and Fifty Thousand United States \n          Dollars (US$250,000.00) shall be paid no later than October 31, \n          1995, (this amount has been paid).\n\n    1.2   Second installment of Fifty Thousand United States Dollars \n          (US$50,000.00) shall be paid no later than July 24, 1996.\n\n    1.3   Third installment of Fifty Thousand United States Dollars \n          (US$50,000.00) shall be paid no later than September 24, 1996.\n\n    1.4   Fourth installment of Fifty Thousand United States Dollars \n          (US$50,000.00) shall be paid no later than November 24, 1996.\n\n    1.5   Fifth installment of Fifty Thousand United States Dollars \n          (US$50,000.00) shall be paid no later than January 24, 1997.\n\n    1.6   Sixth installment of Fifty Thousand United States Dollars \n          (US$50,000.00) shall be paid no later than March 24, 1997.'\n\n2.  Article 6.2 is hereby deleted in its entirety, and replaced as follows: \n    'In consideration of Technology Licensee providing the design and \n    development of the Products, in addition to any payments by User Licensee \n    to Technology Licensee, Macrovision shall pay Technology Licensee a fee \n    of One Hundred Thousand United States Dollars (US$100,000.00). This fee \n    shall be paid in two (2) installments each in the amount of Fifty \n    Thousand United States Dollars (US$50,000.00), the first within thirty \n    (30) days after Macrovision's receipt of the first installment of the \n    initial technology fee from User Licensee (as described in Article 6.1) \n    and the second within thirty (30) days after Macrovision's receipt of the \n    last (sixth) installment of the initial technology fee from User Licensee \n    (as described in Article 6.1).'\n\n3.  Article 6.3(a) is hereby deleted in its entirety, and replaced as \n    follows: 'The royalty payable per unit of the decoder Products shall be \n    Three United States Dollars (US$3.00), only exceptionally limited to the \n    units which shall start to be leased from User Licensee to Karaoke \n    studios for one year from May 25, 1996, through May 24, 1997. However, \n    after May 24, 1997, the royalty payable per unit of the decoder Products \n    shall be the\n\n                                     1\n\n\n    greater of four percent (4%) of User Licensee's Gross Revenues from the \n    distribution, lease or use of decoder Products or Three United States \n    Dollars (US$3.00).'\n\n4.  Appendix 3 is hereby deleted in its entirety, and replaced as follows:\n\n                       'SPECIFIC MARKET APPLICATION AGREEMENT'\n                          -Karaoke room public exhibition-\n\nMacrovision, Technology Licensee, and User Licensee mutually agree to \ninitiate Karaoke room public exhibition application of EMDES, on a full \nfledged basis, starting May 25, 1996.\n\nThe service royalties to be paid from User Licensee to Macrovision for \nKaraoke room public exhibition application shall be as follows:\n\n(I)  If the sale of PhaseKrypt encoded programs to User Licensee's customers \n     (individual Karaoke studios where licensed decoder Products are \n     installed) is not earlier than the home video window, the service \n     royalties will be calculated as follows:\n\n     (a)  When the installed decoder Product base is less than 1,000 units, \n          3.3% of wholesale minimum guarantee price of PhaseKrypt encoded \n          cassettes charged to Karaoke studios and 3.3% of each wholesale \n          Pay-Per-View transaction price of the PhaseKrypt encoded cassette \n          charged to Karaoke studios;\n\n     (b)  When the installed decoder Product bases is greater than 1,000 \n          units and less than 2,000 units, 4.5% of wholesale minimum \n          guarantee price of PhaseKrypt encoded cassettes charged to Karaoke \n          studios and 4.5% of each wholesale Pay-Per-View transaction price \n          of the PhaseKrypt encoded cassettes charged to Karaoke studios;\n\n     (c)  When the installed decoder Product base is greater than 2,000 units \n          and less than 4,000 units, 5.5% of wholesale minimum guarantee \n          price of PhaseKrypt encoded cassettes charged to Karaoke studios \n          and 5.5% of each wholesale Pay-Per-View transaction price of the \n          PhaseKrypt encoded cassettes charged to Karaoke studios;\n\n     (d)  When the installed decoder Product base is greater than 4,000 units \n          and less than 8,000 units, 6.2% of wholesale minimum guarantee \n          price of PhaseKrypt encoded cassettes charged to Karaoke studios \n          and 6.2% of each wholesale Pay-Per-View transaction price of the \n          PhaseKrypt encoded cassettes charged to Karaoke studios;\n\n     (e)  When the installed decoder Product base is greater than 8,000 \n          units, 6.6% of wholesale minimum guarantee price of PhaseKrypt\n          encoded cassettes charged to Karaoke studios and 6.6% of \n          each wholesale Pay-Per-View transaction price of the PhaseKrypt\n          encoded cassettes charged to Karaoke studios;\n\n(II) If the sale of PhaseKrypt encoded programs to User Licensee's customers \n     (individual Karaoke studios where licensed decoder Products are \n     installed) is earlier than the home video window, the service royalties \n     shall be determined before such earlier than home\n\n                                      2\n\n\n\n     video window is made available to Karaoke room public exhibition \n     application based on good faith negotiation between Macrovision and User \n     Licensee.\n\n5.   All other terms of the agreement not specifically mentioned herein \n     remain unchanged. Defined terms used herein and not expressly defined in \n     this amendment have the meaning attributed to them in the agreement.\n\nIN WITNESS WHEREOF, the parties have caused this Amendment Number One to \nLicense Agreement to be executed by their duly authorized representatives, \nthis 30th day of September, 1996.\n\n\nVICTOR TECHNOBRAIN CO., LTD.                KABUSHIKI-KAISHA\n                                            VIDEO BUNKA KENKYU-SHO\n\nBy: \/s\/ Akira Hirota                        By:  \/s\/ Takaaki Iwamoto\n   ----------------------------------          -------------------------------\n(Authorized  Signature)                     (Authorized Signature)\n\nName:  Akira Hirota                         Name:  Takaaki Iwamoto\n     --------------------------------            -----------------------------\n(Print)                                     (Print)\n\nTitle:  President                           Title:  President\n     --------------------------------            -----------------------------\n(Print)                                     (Print)\n\n\nMACROVISION CORPORATION\n\nBy:  \/s\/ Robert J. Netter, Jr.\n   ----------------------------------\n(Authorized Signature)\n\nName:  Robert J. Netter, Jr.\n     --------------------------------  \n(Print)                                \n\nTitle:  Vice President Finance and CEO\n     --------------------------------  \n(Print)                                \n\n\n                                       3\n\n\n\n\n\n                                                        \n                           AMENDMENT NUMBER TWO TO\n                              LICENSE AGREEMENT\n\n\nThis amendment to the license agreement ('agreement') dated September 30th, \n1996, between MACROVISION CORPORATION ('MACROVISION'), VICTOR TECHNOBRAIN \nCO., LTD. ('Technology Licensee') and KABUSHIKI-KAISHA VIDEO BUNKA KENKYU-SHO \n('User Licnesee') amends the agreement and amendment number one as follows:\n\n1.  Article 1 of Amendment Number One to License Agreement is hereby deleted \n    in its entirety, and replaced as follows: 'In consideration of the rights \n    and licenses granted by Macrovision to User Licensee under this \n    agreement, User Licensee shall pay to Macrovision an initial technology \n    transfer fee in the amount of Five Hundred Thousand United States Dollars \n    (US$500,000.00) as follows:\n\n    1.1   First installment of Two Hundred and Fifty Thousand United States \n          Dollars (US$250,000.00) shall be paid no later than October 31, \n          1995, (this amount has been paid).\n\n    1.2   Second installment of Fifty Thousand United States Dollars \n          (US$50,000.00) shall be paid no later than July 24, 1996.\n\n    1.3   Third installment of Fifty Thousand United States Dollars \n          (US$50,000.00) shall be paid no later than November 24, 1996.\n\n    1.4   Fourth installment of Fifty Thousand United States Dollars \n          (US$50,000.00) shall be paid no later than December 24, 1996.\n\n    1.5   Fifth installment of Fifty Thousand United States Dollars \n          (US$50,000.00) shall be paid no later than February 24, 1997.\n\n    1.6   Sixth installment of Fifty Thousand United States Dollars \n          (US$50,000.00) shall be paid no later than April 24, 1997.'\n\n2.  Articles 12.6 of License Agreement is hereby deleted in its entirety and \n    replaced as follows:\n\n    2.1   User Licensee fails to make any payment due Macrovision as per \n          Article 6 on a timely basis.\n\n3.  All other terms of the agreement not specifically mentioned herein remain \n    unchanged.  Defined terms used herein and not expressly defined in this \n    amendment have the meaning attributed to them in the agreement.\n\n\n                                       1\n\n\n\nIN WITNESS WHEREOF, the parties have caused this Amendment Number One to \nLicense Agreement to be executed by their duly authorized representatives, \nthis 30th day of September, 1996.\n\n\nVICTOR TECHNOBRAIN CO., LTD.                KABUSHIKI-KAISHA\n                                            VIDEO BUNKA KENKYU-SHO\n\nBy: \/s\/ Akira Hirota                        By: \/s\/ Takaaki Iwamoto\n   ----------------------------------          -------------------------------\n(Authorized  Signature)                     (Authorized Signature)\n\nName:   Akira Hirota                        Name:   Takaaki Iwamoto\n     --------------------------------            -----------------------------\n(Print)                                     (Print)\n\nTitle:  President                           Title: President\n     --------------------------------            -----------------------------\n(Print)                                     (Print)\n\n\nMACROVISION CORPORATION\n\nBy: \/s\/ Victor Viegas\n   ----------------------------------\n(Authorized Signature)\n\nName:   Victor Viegas                  \n     --------------------------------  \n(Print)                                \n\nTitle:  CFO                            \n     --------------------------------  \n(Print)                                \n \n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8106],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9613,9616],"class_list":["post-42464","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-media__movies","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42464","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=42464"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42464"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42464"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42464"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}