{"id":42655,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/patent-license-agreement-digimarc-corp-and-iv-digital.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"patent-license-agreement-digimarc-corp-and-iv-digital","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/patent-license-agreement-digimarc-corp-and-iv-digital.html","title":{"rendered":"Patent License Agreement – Digimarc Corp. and IV Digital Multimedia Inventions, LLC"},"content":{"rendered":"

CONFIDENTIAL PORTIONS OMITTED <\/em><\/strong><\/p>\n

P<\/strong>ATENT<\/strong>
\nL<\/strong>ICENSE<\/strong> A<\/strong>GREEMENT<\/strong>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Licensor name:<\/em><\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Digimarc Corporation<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Licensor address:<\/em><\/strong><\/p>\n<\/td>\n

<\/td>\n\n

9405 SW Gemini Drive Beaverton, OR 97008<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Licensee name:<\/em><\/strong><\/p>\n<\/td>\n

<\/td>\n\n

IV Digital Multimedia Inventions, LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Licensee address:<\/em><\/strong><\/p>\n<\/td>\n

<\/td>\n\n

2711 Centerville Road, Suite 400 Wilmington, DE 19808<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

License issue fee:<\/em><\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Thirty-six million U.S. dollars (U.S. $36,000,000), payable quarterly over
\nthree years as set forth in Schedule 2.1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Profit Participation percentage:<\/em><\/strong><\/p>\n<\/td>\n

<\/td>\n\n

20%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Effective Date<\/em><\/strong><\/p>\n<\/td>\n

<\/td>\n\n

October 5, 2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

In witness whereof, intending to be legally bound, the parties have signed
\nbelow to enter the attached Patent License Agreement (this “Agreement”) as of
\nthe Effective Date with the terms and conditions that follow. Capitalized terms
\nnot otherwise defined are set forth in Section 10 of this Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

LICENSOR<\/u>:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

LICENSEE<\/u>:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DIGIMARC CORPORATION<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

IV DIGITAL MULTIMEDIA
\nINVENTIONS, LLC<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Bruce Davis<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Vincent Pluvinage<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Bruce Davis,<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Vincent Pluvinage,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Chairman and CEO<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Authorized Person<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Patent License Agreement] <\/strong>\n<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

PATENT LICENSE AGREEMENT <\/strong><\/p>\n

RECITALS <\/strong><\/p>\n

WHEREAS, Digimarc Corporation, an Oregon corporation
\n(“Licensor<\/em><\/strong>“) is a leading innovator and provider of
\nenabling technologies that create digital identities for all forms of media and
\nmany everyday objects, including digital watermarking, and has developed one of
\nthe world153s leading patent portfolios relating to these technologies;<\/p>\n

WHEREAS, Invention Investment Fund II, LLC (“IV
\nFund<\/em><\/strong>“) is the second of two funds in the “Intellectual Ventures”
\nfamily of funds that was formed to invest in intellectual property rights. As
\nprovided in IV Fund153s operating agreement, the purpose of IV Fund is to [**];
\nand<\/p>\n

WHEREAS, Licensor is willing to grant an exclusive license to certain patents
\nin Licensor153s patent portfolio, and IV Fund is willing to acquire such exclusive
\nlicense with an intent to license the Patents in an attempt to generate future
\nprofits, on the terms set forth in this Patent License Agreement.<\/p>\n

NOW, THEREFORE, the parties to this Patent License Agreement listed on the
\nprevious page hereby agree as follows:<\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

G<\/strong>RANT<\/strong> OF<\/strong>
\nE<\/strong>XCLUSIVE<\/strong> L<\/strong>ICENSE<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

1.1<\/em><\/strong><\/p>\n<\/td>\n

\n

Exclusive Patent License <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Effective as of the Closing, Licensor hereby grants to Licensee the
\nexclusive, worldwide, transferable (as provided in subsection 11.3),
\nsublicensable license of all rights of any kind conferred by the Patents,
\nincluding, without limitation, the rights of any kind to, or conferred by, the
\nPatents to (a) use or otherwise practice any art, methods, processes, and
\nprocedures covered by the Patents, (b) make, have made, use, offer to sell,
\nsell, import, and otherwise distribute or dispose of any inventions,
\ndiscoveries, products, services, or technologies covered by the Patents, (c)
\notherwise exploit any rights granted in the Patents and\/or any invention or
\ndiscovery described in the Patents, and (d) exclude other Persons from
\nexercising any of such rights.<\/p>\n\n\n\n
\n

1.2<\/em><\/strong><\/p>\n<\/td>\n

\n

Sublicenses <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The exclusive license rights granted Licensee under the Patents include the
\nright to grant and authorize, from time to time and in Licensee153s sole and
\nabsolute discretion, one or more sublicenses. No sublicense granted to any
\nPerson pursuant to the terms of this Agreement will be terminable as a result of
\nthe termination of the Term.<\/p>\n\n\n\n
\n

1.3<\/em><\/strong><\/p>\n<\/td>\n

\n

Pre-Existing Encumbrances <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensee hereby acknowledges and agrees that the Patents are subject to the
\nExisting Encumbrances.<\/p>\n\n\n\n
\n

1.4<\/em><\/strong><\/p>\n<\/td>\n

\n

Assignment of Causes of Action and Other Rights <\/em><\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Effective as of the Closing, Licensor hereby assigns, transfers and conveys
\nto Licensee all right, title and interest in and to:<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

(a) Rights to apply in any or all countries of the world for patents,
\ncertificates of invention, utility models, industrial design protections, design
\npatent protections, or other governmental grants or issuances of any type
\ncorresponding to any of the Patents and the inventions and discoveries therein;\n<\/p>\n

(b) All causes of action and enforcement rights of any kind (whether such
\nclaims, causes of action or enforcement rights are known or unknown; currently
\npending, filed, to be filed; or otherwise) under the Patents and\/or under or on
\naccount of any of the Patents for past, current and future infringement of the
\nPatents, including without limitation, all rights to (i) pursue and collect
\ndamages, profits and awards of whatever nature recoverable, (ii) injunctive
\nrelief, (iii) other remedies, and (iv) compromise and\/or settle all such claims,
\ncauses of action and enforcement rights for such infringement by granting an
\ninfringing party a sublicense or otherwise; and<\/p>\n

(c) Rights to collect royalties or other payments under or on account of any
\nof the Patents or any of the foregoing, excluding the right to collect those
\nroyalties and other payments payable to Licensor as set forth on
\nSchedule 1.4(c)<\/em><\/strong> pursuant to the Existing Encumbrances.\n<\/p>\n

For purposes of clarity, the word “title” in the first sentence of this
\nsubsection refers to title in the rights specified in this subsection, rather
\nthan title to the Patents.<\/p>\n\n\n\n
\n

1.5<\/em><\/strong><\/p>\n<\/td>\n

\n

No Implied Licenses <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Nothing contained in this Agreement or any of the other Transaction
\nAgreements should be construed as conferring, by implication, estoppel or
\notherwise, a license to any other patents or patent applications other than the
\nPatents. For the avoidance of doubt: (a) there are no implied licenses granted
\nunder this Agreement or other Transaction Agreements; and (b) nothing contained
\nin this Agreement or other Transaction Agreements provides a license to any
\nother patents or patent applications that do not fall within the definition of
\nPatents but which may read on any inventions, discoveries, products, services or
\ntechnologies covered by the Patents.<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

P<\/strong>AYMENT<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.1<\/em><\/strong><\/p>\n<\/td>\n

\n

License Issue Fee <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensee will pay to Licensor a nonrefundable combined license issue fee and
\npast patent reimbursement (collectively, the “License Issue
\nFee<\/em>“<\/strong>) in the amount set forth on the cover page of this Agreement,
\naccording to the schedule set forth on Schedule 2.1. Each of the payments
\nreferenced in Schedule 2.1 will be made by wire transfer to a designated bank
\naccount of Licensor. Prior to the Closing, Licensor will furnish Licensee with
\nall necessary information to make such wire transfers, and will notify Licensee
\nin writing of any changes to such wire transfer instructions at least twenty
\n(20) business days prior to the deadline for the next payment due according to
\nthe above schedule.<\/p>\n

In the event that Licensee attempts to wire such payment on or prior to the
\napplicable deadline in reliance on wire instructions in effect for the
\nimmediately preceding payment and Licensor fails to provide timely written
\nnotice of any change to the wire transfer instructions, then such payment shall
\nnot be considered late so long as Licensee makes such payment by the later of
\n(i) the applicable payment deadline set forth in Schedule 2.1, or (ii) ten (10)
\nbusiness days after receiving such modified wire transfer instructions.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n\n\n\n
\n

2.2<\/em><\/strong><\/p>\n<\/td>\n

\n

Profit Participation <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensor will receive a non-refundable amount equal to the percentage (the
\n“Profit Participation<\/em>“<\/strong>) set forth on the cover page of
\nthis Agreement of any Profit that is generated following the Closing. Licensor
\nexpressly acknowledges and agrees that (i) neither IV Fund nor Licensee is
\nproviding any assurance that any Profit will be generated, nor is there any
\nassurance regarding the amount and timing of any Profit, and (ii) any past
\nindication of performance of IV Fund should not be relied upon as an indication
\nof future performance.<\/p>\n

The Profit Participation will be payable on the due dates for the reports
\nrequired by subsection 2.7 for Revenue received during the respective Reporting
\nPeriod.<\/p>\n\n\n\n
\n

2.3<\/em><\/strong><\/p>\n<\/td>\n

\n

Portfolio Monetization; Allocation of Portfolio Profit to IP
\nGroups <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensor acknowledges and agrees that Licensee and\/or its Affiliates may from
\ntime to time sublicense, assert, litigate or otherwise exploit the Patents with
\nother patents or patent applications held or controlled by Licensee and\/or its
\nAffiliates, at the discretion of Licensee and its Affiliates (a
\n“Portfolio Monetization”<\/em><\/strong>). The parties acknowledge and
\nagree that, unless a Portfolio Monetization specifies a particular royalty for
\none or more of the patents or patent applications (including the Patents), the
\nPortfolio Profit will be determined according to the methodology set forth on
\nSchedule 2.3<\/em><\/strong>.<\/p>\n

Any Monetization Expenses or IP Group Expenses for Reporting Periods that
\nexceed Revenue for that Reporting Period will be carried forward to the next
\nReporting Period such that Profit will not be deemed to have occurred for any
\nReporting Period until cumulative Revenues exceed cumulative Monetization
\nExpenses (whether of a Portfolio Monetization or a monetization event involving
\nsolely the Patents) and cumulative IP Group Expenses in the current Reporting
\nPeriod and all prior Reporting Periods.<\/p>\n\n\n\n
\n

2.4<\/em><\/strong><\/p>\n<\/td>\n

\n

Adjustments to Value Allocations <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding the foregoing Value Allocations, for any given Portfolio
\nMonetization, in the event that the formula set forth in Schedule
\n2.3<\/em><\/strong> results in allocated per item Portfolio Profit in category R1
\nbeing less than the allocated per item Portfolio Profit in category R2, R3 or
\nR4, or the allocated per item Portfolio Profit in category R2 being less than
\nthe allocated per item Portfolio Profit in category R3 or R4, or the allocated
\nper item Portfolio Profit in category R3 being less than the allocated per item
\nPortfolio Profit in category R4, then, in each such event, Licensee and\/or its
\nAffiliates will appropriately adjust the formula such that the allocated per
\nitem Portfolio Profit for each category is equal to or higher than the allocated
\nper item Portfolio Profit for each higher numbered category (for example, the
\nallocated per item Portfolio Profit in category R1 should be equal to or higher
\nthan allocated per item Portfolio Profit in categories R2, R3 and R4, after the
\nadjustment). Furthermore, in the event that any patent category has no patents
\nor patent applications, then Licensee and\/or its Affiliates will adjust the
\nValue Allocations to allocate the null category153s Value Allocation pro rata
\n(based on relative Value Allocations) among the other categories. For purposes
\nof this paragraph, an “item” will be a patent or a patent application included
\nin the given Portfolio Monetization.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n\n\n\n
\n

2.5<\/em><\/strong><\/p>\n<\/td>\n

\n

Good-Faith Allocations Final <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In allocating patents or patent applications among categories for purposes of
\nallocating Portfolio Profits, adjusting Value Allocations, and determining
\nPortfolio Profits, Licensee and its Affiliates will exercise their reasonable
\nbusiness judgment, in good faith, without inequitable discrimination for or
\nagainst patents or patent applications held or controlled by Licensee or any of
\nits Affiliates. Any such allocation or adjustment that is not clearly and
\nmaterially inconsistent with the foregoing will be final, binding, and
\nconclusive.<\/p>\n\n\n\n
\n

2.6<\/em><\/strong><\/p>\n<\/td>\n

\n

Pre-existing Agreements of Licensee <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensor understands, acknowledges and agrees that (a) certain pre-existing
\nagreements have been entered into prior to the Effective Date under which
\nsublicensees may receive sublicense rights to the Patents without Licensee
\nrecognizing Revenue or generating Profit under the terms of this Agreement and
\n(b) no additional Profit Participation or other monetary obligation will be due
\nto Licensor as a result of rights granted pursuant to such pre-existing
\nagreements.<\/p>\n\n\n\n
\n

2.7<\/em><\/strong><\/p>\n<\/td>\n

\n

Reports and Records <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

As of each March 15 during the Term of this Agreement, Licensee will provide
\nto Licensor a report reasonably detailing the sublicensing activities of
\nLicensee and its Affiliates with respect to the Patents for the preceding twelve
\n(12) month period ending as of December 31 (each, a “Reporting
\nPeriod<\/em>“<\/strong>) when there has been Revenue with respect to the Patents
\nin such Reporting Period. If no Revenue was generated during a Reporting Period,
\nsuch report will instead state that no Revenue was generated during such period,
\nbut will state the total Monetization Expenses and the IP Group Expenses
\nincurred during such period.<\/p>\n

The Profit Participation will be payable to Licensor within ten (10) business
\ndays following the due dates for the reports required by this subsection 2.7 for
\nRevenue received during the respective Reporting Period.<\/p>\n\n\n\n
\n

2.8<\/em><\/strong><\/p>\n<\/td>\n

\n

Books of Account <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensee and its Affiliates will keep accurate books of account containing
\nall particulars that may reasonably be deemed necessary for the purpose of
\nshowing the Amounts payable to Licensor hereunder. All such books of account
\nshall be kept available by Licensee and its Affiliates for no less than three
\n(3) years after the end of each Reporting Period, or in the event of a dispute
\nbetween the parties involving in any way those books of account, until such time
\nas the dispute has been resolved, whichever is later.<\/p>\n

Said books of account will be kept at Licensee153s or its Affiliates153 principal
\nplace of business or, if notice thereof is given to Licensor, the principal
\nplace of business of the appropriate division of Licensee to which this
\nAgreement relates. Not more than once during every twelve (12) month period and
\nupon Licensor153s advance request of at least thirty (30) days, Licensee and its
\nAffiliates will make said books and the supporting data available for inspection
\nby Licensor or its agents during normal business hours for the two most recent
\nReporting Periods for the sole purpose of verifying Licensee153s calculations of
\nthe Profit Participation under this Agreement. Should such inspection lead to
\nthe discovery of a greater than [**] percent ([**]%) discrepancy in reporting to
\nLicensor153s detriment, Licensee agrees to pay the reasonable fees and expenses of
\nLicensor and\/or its agents who conducted the inspection; provided however that
\nsuch audit payment provision shall only<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

apply to discrepancies that constitute manifest errors (including errors in
\ndata entry or calculations, but excluding disputes over methodology). Licensee
\nwill promptly pay to Licensor all amounts appropriately determined by any audit
\nto be due to Licensor. Any and all disputes with respect to the Profit
\nParticipation due under this Agreement or the calculation of Profit must be (a)
\nraised within ninety (90) days after completion of the associated audit, and (b)
\nresolved solely and exclusively pursuant to the provisions of subsection 11.9.\n<\/p>\n\n\n\n
\n

2.9<\/em><\/strong><\/p>\n<\/td>\n

\n

Nondivision <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No Person will anticipate, alienate, hypothecate, divide, pledge, exchange,
\nencumber, or charge any right to payment of Profit Participation (if any) under
\nthis Agreement, and any attempt to anticipate, alienate, hypothecate, divide,
\npledge, exchange, encumber, or charge any right to payment of Profit
\nParticipation under this Agreement will be void, except that Licensor shall be
\nentitled to pledge the payments due under Schedule 2.1 for credit. No creditor
\nof Licensor (or other similar Person) shall in any manner be entitled to claim
\nan interest in the right to Profit Participation hereunder as a result of the
\ndebts, contracts, liabilities or torts of the Licensor or otherwise.<\/p>\n\n\n\n
\n

2.10<\/em><\/strong><\/p>\n<\/td>\n

\n

Interest on Late Payments <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensor shall be entitled to charge, and Licensee shall pay, interest on any
\namounts that are more than ten (10) business days overdue for payment under
\nSchedule 2.1, or payments determined by Licensee in accordance with subsections
\n2.3, 2.4, 2.5 and 2.7 to be due and payable under subsection 2.2, at the rate of
\n[**]% per month (or part thereof), or at such lower rate as may be the maximum
\nrate allowed under applicable law. This obligation of Licensee to pay interest
\non its overdue obligations does not prevent Licensor from terminating this
\nAgreement for Payment Breach under subsection 11.4.<\/p>\n\n\n\n
\n

2.11<\/em><\/strong><\/p>\n<\/td>\n

\n

Taxes <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All payments by Licensee shall be made free and clear of and without
\ndeduction for or on account of any taxes or levies as may be payable by
\nLicensee. Licensor agrees that it shall bear full responsibility for any and all
\ntaxes payable as a result of the payments made by Licensee hereunder.<\/p>\n\n\n\n
\n

2.12<\/em><\/strong><\/p>\n<\/td>\n

\n

Currency <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All royalties, fees and payments under this Agreement shall be in U.S.
\nDollars.<\/p>\n\n\n\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

C<\/strong>LOSING<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.1<\/em><\/strong><\/p>\n<\/td>\n

\n

Deliverables <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensor has provided to Licensee, or its legal counsel, the items identified
\non Schedule D (the “Deliverables<\/em><\/strong>“). The lists of Live
\nAssets on Schedules A and B and the list of Abandoned Assets on Schedule C may
\nbe revised by Licensee following the Closing to conform these lists to the
\ndefinition of Patents set forth in this Agreement (and these revisions may
\ntherefore require the inclusion of additional provisional patent applications,
\npatent applications, and patents on Schedules A and B or Schedule C). With
\nrespect to any originals of the Deliverables requested by Licensee for delivery
\nas specified on Schedule D that have not been delivered as of the date hereof,
\nLicensor will cause (i) such originals of<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

the Deliverables to be sent to Licensee or Licensee153s representative promptly
\nonce such originals are located, and (ii) with respect to any originals that
\ncannot be located after Licensor153s commercially reasonable efforts, Licensor
\nwill deliver to Licensee a declaration, executed under penalty of perjury,
\ndetailing Licensor153s efforts to locate such unavailable original documents and
\ndetails regarding how delivered copies were obtained.<\/p>\n\n\n\n
\n

3.2<\/em><\/strong><\/p>\n<\/td>\n

\n

Closing <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The execution and delivery of this Agreement is contingent upon the
\nsimultaneous execution and delivery of each of the other Transaction Agreements.\n<\/p>\n

The closing of the transactions contemplated by this Agreement (the
\n“Closing<\/em><\/strong>“) shall occur simultaneously with the
\nexecution of this Agreement, and shall be conditioned upon the simultaneous
\nclosing of the transactions under the other Transaction Agreements. Upon the
\nClosing, Licensee shall pay Licensor the initial payment required as part of the
\nLicense Issue Fee, and Licensee may then record the Memoranda of Exclusive
\nLicense\/Rights.<\/p>\n\n\n\n
\n

3.3<\/em><\/strong><\/p>\n<\/td>\n

\n

Deliverables <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Concurrently with the execution of this Agreement, Licensor shall deliver
\nto Licensee each of the following items:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Transmittal of Documents<\/u>. Licensor will have delivered to Licensee all
\nthe Deliverables.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

Delivery of Executed Memorandum of Exclusive License\/Rights and Transfer
\nof Rights in Abandoned Assets<\/u>. Licensor will have delivered to Licensee
\nexecuted and witnessed Memoranda of Exclusive License\/Rights and the Transfer of
\nRights in Abandoned Assets.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(b) Concurrently with the execution of this Agreement, Licensee shall deliver
\nto Licensor the Certificate of Formation of Licensee.<\/p>\n\n\n\n
\n

3.4<\/em><\/strong><\/p>\n<\/td>\n

\n

Compliance with Laws <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding anything contained in this Agreement to the contrary, the
\nobligations of the parties with respect to the consummation of the transactions
\ncontemplated by this Agreement shall be subject to all laws, present and future,
\nof any government having jurisdiction over the parties and this transaction, and
\nto orders, regulations, directions or requests of any such government.<\/p>\n\n\n\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

C<\/strong>OVENANTS<\/strong> OF<\/strong>
\nL<\/strong>ICENSOR<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4.1<\/em><\/strong><\/p>\n<\/td>\n

\n

Further Cooperation <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

At the reasonable request of Licensee, Licensor will execute and deliver such
\nother instruments and do and perform such other acts and things as may be
\nreasonably necessary or desirable for effecting completely the consummation of
\nthe transactions contemplated hereby, including, without limitation, execution,
\nacknowledgment and recordation of other such papers, and using reasonable
\nefforts to obtain the same from the respective inventors, as necessary or
\ndesirable for fully perfecting and conveying unto Licensee the benefit of the
\ntransactions contemplated hereby, including, without limitation, providing and
\nassisting in<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

obtaining execution of any assignments, confirmations, powers of attorney,
\ninventor declarations, and other documents that Licensee may request for
\nprosecuting, maintaining, filing, obtaining issuance of, registering, enforcing,
\ndefending, or bringing any proceeding relating to the Patents. To the extent any
\nattorney-client privilege or the attorney work-product doctrine applies to any
\nportion of the Prosecution History Files, Licensor will ensure that, if any such
\nportion of the Prosecution History File remains under Licensor153s possession or
\ncontrol after the Closing, it is not disclosed to any third party unless (a)
\ndisclosure is ordered by a court of competent jurisdiction, after all
\nappropriate appeals to prevent disclosure have been exhausted, and (b) Licensor
\ngave Licensee prompt notice upon learning that any third party sought or
\nintended to seek a court order requiring the disclosure of any such portion of
\nthe Prosecution History File.<\/p>\n\n\n\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

F<\/strong>ILING<\/strong>,
\nP<\/strong>ROSECUTION<\/strong> AND<\/strong>
\nM<\/strong>AINTENANCE<\/strong> OF<\/strong>
\nP<\/strong>ATENT<\/strong> R<\/strong>IGHTS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

5.1<\/em><\/strong><\/p>\n<\/td>\n

\n

Costs <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

After the Closing, Licensee will have the sole right and responsibility for,
\nbut not the obligation for, the preparation, filing, prosecution, maintenance
\nand defense of all Patents (except to the extent of any portion of the Patents
\nabandoned by Licensee pursuant to the terms of this Agreement or otherwise
\nprovided to Licensor under subsection 5.4). Subject to subsection 5.4, Licensee
\nmay, but is not obliged to, consult with Licensor regarding execution of its
\nresponsibility, and Licensor agrees to cooperate and assist Licensee in
\nconnection therewith, as required by the terms of this Agreement.<\/p>\n\n\n\n
\n

5.2<\/em><\/strong><\/p>\n<\/td>\n

\n

Copies of Prosecution Documents <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensee will, upon Licensor153s reasonable written request, provide Licensor
\nwith a copy of documents received or filed by Licensee pertaining to the filing,
\nprosecution, maintenance or defense of Patents, including, without limitation,
\neach patent application, office action, response to office action, request for
\nterminal disclaimer, and request for reissue or reexamination of any patent
\nissuing from such patent application.<\/p>\n

Licensee will provide Licensor access to the private Patent Application
\nInformation Retrieval (PAIR) docket of the USPTO for the Patents for so long as
\nthe Common Interest Agreement remains in effect.<\/p>\n\n\n\n
\n

5.3<\/em><\/strong><\/p>\n<\/td>\n

\n

Conduct of Prosecution <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Subject to subsection 5.4, the conduct of the preparation, filing,
\nprosecution, maintenance, and defense of the Patents will be under Licensee153s
\nexclusive control and discretion. Licensee is authorized to execute and record,
\non Licensor153s behalf, any document submitted to the USPTO or other governmental
\npatent office that pertains to filing, prosecution, maintenance, or defense of
\nthe Patents, including, without limitation, consents to reissue applications,
\nand declarations. Licensee will consult with Licensor on such matters from time
\nto time on Licensor153s reasonable request. At the reasonable request of Licensee,
\nLicensor will execute and deliver to Licensee such other documents, and do and
\nperform such other acts and things, as may be reasonably necessary or desirable
\nfor confirming in Licensee exclusive right to prosecute, maintain, defend, file,
\nobtain issuance, register, enforce, or bring any proceeding relating to the
\nPatents including, without limitation, execution, acknowledgment and recordation
\nof such documents necessary to convey to Licensee any right or power of attorney
\nin the USPTO or other governmental patent office,<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

in respect to prosecution, maintenance, defense, filing, issuance, or
\nregistration of the Patents.<\/p>\n\n\n\n
\n

5.4<\/em><\/strong><\/p>\n<\/td>\n

\n

Abandonment <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Licensee will at any time be entitled to abandon its license and other
\nrights to all or any of the Patents (including abandonment of the Patents
\nthemselves, with respect to Patents to which Licensee acquires title).<\/p>\n

(b) Licensor may request Licensee to notify Licensor whether or not Licensee
\nintends to abandon any particular Patent Family or Patent Families by delivering
\nwritten notice (an “Abandonment Inquiry<\/em><\/strong>“) of such
\nrequest to Licensee when Licensor identifies that Licensee has taken an action
\nor failed to take an action indicating that Licensee may be abandoning a Patent
\nFamily. Licensee shall use reasonable efforts to notify Licensor of any
\ninstruction or plan to abandon a particular Patent Family or Patent Families,
\nprovided however that failure by Licensor to provide such notification shall not
\nsubject Licensee or any Affiliate of Licensee to liability associated with
\nsubsequent abandonment of such Patent Family or Patent Families. Licensee shall
\nrespond to any such Abandonment Inquiry by delivering a written statement (an
\n“Abandonment Notice<\/em><\/strong>“) to Licensor within thirty (30)
\ndays as to whether or not Licensee intends to abandon the Patent Family(ies)
\nspecified in the Abandonment Inquiry. Any Patent Family or Patent Families
\ndesignated for abandonment in the Abandonment Notice shall be referred to as
\n“Released Patents<\/em><\/strong>“.<\/p>\n

Licensor hereby agrees that provisions in subsections 5.4(b) and (c) shall
\napply solely in the event that Licensee intends to abandon an entire Patent
\nFamily, and that in the event Licensee intends to abandon a particular Patent or
\nPatents within a Patent Family, but to maintain other Patents within the Patent
\nFamily, Licensee shall not be obligated to provide an Abandonment Notice nor to
\nassign the rights in such Patent or Patents to be abandoned to Licensor.<\/p>\n

(c) Upon receipt of an Abandonment Notice listing any Released Patents,
\nLicensor shall be entitled to maintain all or any of such Released Patents,
\nprovided that Licensor hereby agrees with Licensee as follows with respect to
\nsuch Released Patents: (i) Licensor shall assume, as of the date of the
\nAbandonment Notice, sole right and responsibility for the preparation, filing,
\nprosecution, maintenance and defense of each Released Patent, and, except as in
\nthe last sentence of this subsection 5.4(c), Licensee shall have no further
\nobligation with respect to such Released Patents, (ii) each Released Patent
\nshall be released and\/or assigned AS IS, without any express or implied
\nrepresentation or warranty whatsoever with respect to such Released Patent, and
\n(iii) Licensor hereby agrees, and shall confirm in writing to Licensee, that the
\nReleased Patents shall be subject to each sublicense, covenant not to sue or
\nother encumbrance granted by Licensee or any Affiliate of Licensee prior to the
\ndate of the Abandonment Notice, which encumbrances will not be terminated,
\naltered or affected as a result of such intended abandonment by Licensee.<\/p>\n

Except as in the last sentence of this subsection 5.4(c), with respect to
\neach Released Patent that was licensed hereunder to Licensee immediately prior
\nto the date of the Abandonment Notice, then Licensee153s and Licensor153s rights
\nhereunder and under the other Transaction Agreements with respect to such
\nReleased Patents shall terminate as of the date of such Abandonment Notice.<\/p>\n

With respect to each Released Patent to which Licensee has acquired title
\npursuant to Sections 3 or 4 of the Patent Rights Agreement, then Licensee shall
\nuse commercially<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

reasonable efforts to assign all right, title and interest in such Released
\nPatent to Licensor as soon as reasonably practicable, subject to the first
\nsentence of this clause (c). Licensee agrees to reasonably cooperate with the
\nrecording of transfer of title of any Released Patent to Licensor, provided that
\nLicensor shall bear all expenses (and shall reimburse Licensee for all of its
\nexpenses) relating to such transfer.<\/p>\n

For each Released Patent, Licensee shall continue to be obligated to pay
\nLicensee Profits, if any, generated by any Revenue that may be paid to Licensee
\nafter a Patent becomes a Released Patent with respect to any such Released
\nPatent that was subject to a sublicense, covenant not to sue or other
\nencumbrance granted by Licensee or any Affiliate of Licensee prior to the date
\nthe Patent becomes a Released Patent.<\/p>\n\n\n\n
\n

5.5<\/em><\/strong><\/p>\n<\/td>\n

\n

Assistance by Licensor <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensor will provide Licensee with such advice and assistance as Licensee
\nreasonably requests in connection with the filing, prosecution, maintenance, or
\ndefense of the Patents, as more fully set forth in the Work Agreement. Licensee
\nwill not be responsible for any costs incurred by Licensor under Section 5
\nwithout Licensee153s prior written agreement to bear such costs.<\/p>\n\n\n\n
\n

6.<\/strong><\/p>\n<\/td>\n

\n

E<\/strong>NFORCEMENT<\/strong> OF<\/strong>
\nP<\/strong>ATENTS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.1<\/em><\/strong><\/p>\n<\/td>\n

\n

Enforcement <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensee will have the exclusive right, but not the obligation, to institute,
\nprosecute, and control any action or proceeding with respect to infringement of
\nthe Patents, using counsel of its choice, including any declaratory judgment
\naction arising from such infringement. In the event Licensee exercises its right
\nto commence such action or proceeding, Licensee will use reasonable efforts to
\nadvise Licensor prior to such commencement. Thereafter, on Licensor153s written
\nrequest no more frequently than every two (2) months, Licensee will report to
\nLicensor reasonable, nonprivileged information on the status of the action or
\nproceeding commenced by Licensee. Licensor shall not have and\/or retain any
\nright to, and will not, institute any case, action or other enforcement
\nproceeding with respect to infringement of the Patents.<\/p>\n\n\n\n
\n

6.2<\/em><\/strong><\/p>\n<\/td>\n

\n

Joinder; Cooperation in Litigation <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Agreement transfers to Licensee all substantial rights under the Patents
\nand, as a result, Licensee has the right to bring any future action or
\nproceeding to enforce claims under the Patents in its own name, without naming
\nLicensor as a party thereto. However, if necessary or desirable in Licensee153s
\nsole discretion, Licensee may add Licensor as a named party in any action or
\nproceeding to enforce or defend the Patents, and Licensor will consent to be
\nadded and will cooperate with Licensor in any such action or proceeding.
\nLicensee will be entitled to select counsel and will be entitled to control such
\naction or proceeding. If Licensee finds it necessary or desirable, Licensor will
\nexecute all papers or perform any other acts or provide any assistance, at
\nLicensee153s expense (provided that Licensor shall be responsible for paying any
\nfees or expenses of its own outside counsel), toward pursuing such action or
\nproceeding, as reasonably required by Licensee. Licensor will use commercially
\nreasonable efforts to ensure that any Licensor personnel will be available to
\ncooperate, at Licensee153s expense for work of a nature contemplated by the Work
\nAgreement, toward pursuing such action.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n\n\n\n
\n

6.3<\/em><\/strong><\/p>\n<\/td>\n

\n

In Event of Breach <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding any material breach of this Agreement by Licensee, in no
\nevent will Licensor be entitled to take any action or direct any proceeding with
\nrespect to the Patents, other than the Released Patents, without Licensee153s
\nexpress consent and direction unless and until there has been a termination of
\nthe Term pursuant to subsection 11.4 of this Agreement.<\/p>\n\n\n\n
\n

7.<\/strong><\/p>\n<\/td>\n

\n

R<\/strong>EPRESENTATIONS<\/strong>
\nAND<\/strong> W<\/strong>ARRANTIES<\/strong>
\nOF<\/strong> L<\/strong>ICENSOR<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensor represents and warrant to Licensee as of the Effective Date and as
\nof the Closing as follows:<\/p>\n\n\n\n
\n

7.1<\/em><\/strong><\/p>\n<\/td>\n

\n

All Substantial Rights <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

By this Agreement, Licensor intends to, and will, transfer to Licensee all
\nsubstantial rights under the Patents, other than those patents set forth on
\nSchedule 7.1<\/em><\/strong>. No Person other than Licensee will, as
\nof and immediately following the Closing, have or retain any right to license,
\nsublicense, or grant any other rights with respect to the Patents, either
\ngenerally or within any field of use or otherwise.<\/p>\n\n\n\n
\n

7.2<\/em><\/strong><\/p>\n<\/td>\n

\n

Organization; Authority and Approvals; Enforceability
\n<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Licensor is a company duly formed, validly existing, and in good standing
\nunder the laws of the jurisdiction of its formation.<\/p>\n

(b) Licensor has the full power and authority to enter into this Agreement
\nand the other Transaction Agreements and to carry out its obligations hereunder
\nand thereunder, including, without limitation, the assignment to Licensee of all
\ncauses of action with respect to the Patents.<\/p>\n

(c) The execution, delivery and performance by Licensor of this Agreement,
\neach of the other Transaction Agreements and all other transactions and actions
\ncontemplated hereby and thereby have been duly and validly approved and
\nauthorized by Licensor153s Board of Directors, and do not require the approval of
\nLicensor153s stockholders nor any other corporate action on the part of Licensor.\n<\/p>\n

(d) No consent, approval, order or authorization of, notification to, action
\nby or registration, declaration or filing with, any governmental or regulatory
\nauthority, or any other person, governmental or otherwise, is necessary to
\nenable Licensor to lawfully enter into, execute, deliver and perform its
\nobligations under this Agreement and each of the other Transaction Agreements,
\nor to consummate the transactions contemplated hereby and thereby.<\/p>\n

(e) This Agreement and each of the other Transaction Agreements have been
\nduly executed and delivered by Licensor. Assuming due authorization, execution
\nand delivery by Licensee, this Agreement and each of the other Transaction
\nAgreements are valid and binding obligations of Licensor, enforceable against
\neach in accordance with their respective terms, subject to the effect of (i)
\napplicable bankruptcy, insolvency, reorganization, moratorium or other similar
\nlaws now or hereafter in effect relating to or limiting rights of creditors
\ngenerally and (ii) rules of law and equity governing specific performance,
\ninjunctive relief and other equitable remedies.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n\n\n\n
\n

7.3<\/em><\/strong><\/p>\n<\/td>\n

\n

No Conflict <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Neither the execution and delivery of this Agreement or any of the other
\nTransaction Agreements by Licensor, nor the consummation of the transactions
\ncontemplated hereby or thereby, will conflict with, or (with or without notice
\nor lapse of time, or both) result in a termination, breach, impairment or
\nviolation of, give any rights of acceleration or cancellation under, or
\nconstitute a default under: (a) any provision of the Certificate of
\nIncorporation or Bylaws of Licensor as currently in effect; (b) any law, rule,
\nregulation, order, ruling or other legal requirement applicable to Licensor or
\nany of the Patents; or (c) any material contract, agreement or understanding to
\nwhich Licensor is a party or is bound, or by which any of the Patents are bound.
\nNeither Licensor153s entering into this Agreement or any of the other Transaction
\nAgreements nor the consummation of the transactions contemplated hereby or
\nthereby will result in the creation of any encumbrance on any of the Patents or
\ngive rise to, or trigger the application of, any rights of any third party that
\nwould come into effect or become exercisable upon the consummation of the
\ntransactions contemplated hereby or thereby.<\/p>\n\n\n\n
\n

7.4<\/em><\/strong><\/p>\n<\/td>\n

\n

Title and Contest <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Immediately prior to the Closing, and subject to the Existing
\nEncumbrances, Licensor owns all right, title and interest in the Patents, and as
\nof the Closing Licensor will convey to Licensee, subject to the Existing
\nEncumbrances, all right, title and interest in each right conferred under this
\nAgreement with respect to the Patents (but not title to the Patents), including,
\nwithout limitation, all rights, title, and interest in and to the causes of
\naction assigned by this Agreement. Except as set forth on Schedule
\n7.4<\/em><\/strong>, Licensor has obtained and properly recorded previously
\nexecuted assignments for the Patents as necessary to fully perfect its rights
\nand title therein in accordance with governing law and regulation in each
\njurisdiction.<\/p>\n

(b) Each right conferred under this Agreement with respect to the Patents is
\nfree and clear of all liens, mortgages, security interests, and restrictions on
\ntransfer. As of the Closing, there are no actions, suits, investigations,
\nclaims, or proceedings threatened, pending or in progress relating in any way to
\nany right conferred under this Agreement with respect to the Patents. There are
\nno existing contracts, agreements, options, commitments, proposals, bids,
\noffers, or rights with, to or in any Person to acquire any Patents.<\/p>\n\n\n\n
\n

7.5<\/em><\/strong><\/p>\n<\/td>\n

\n

Existing Licenses and Restrictions on Rights <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as specifically identified on Schedule 7.5<\/em><\/strong>,
\n(a) no license under the Patents has been granted by Licensor, any prior owner,
\nor inventors, and (b) after Closing, none of Licensor, any prior owner, or any
\ninventor will retain any rights or interest in the Patents or the related causes
\nof action, except that Licensor shall retain title in the Patents. Except as
\nspecifically identified on Schedule 7.5<\/em><\/strong>, Licensee will
\nnot be subject to any covenant not to sue or similar restrictions on its
\nenforcement or enjoyment of any of Patents or the related causes of action as a
\nresult of the transactions contemplated in this Agreement or any prior
\ntransaction related to the Patents or the Abandoned Assets. None of the licenses
\nlisted on Schedule 7.5<\/em><\/strong> is an exclusive grant or right,
\nunless specifically noted otherwise on Schedule 7.5<\/em><\/strong>.
\nEach license listed on Schedule 7.5<\/em><\/strong> is nontransferable
\nand nonsublicensable, except as specifically noted otherwise on
\nSchedule 7.5<\/em><\/strong>. Notwithstanding anything to the contrary
\nherein, the parties acknowledge and agree that Licensor will retain<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

the right to collect any amounts that are or become due or owing to Licensor
\nas a result of payment obligations under any of the licenses listed on
\nSchedule 7.5<\/em><\/strong>.<\/p>\n\n\n\n
\n

7.6<\/em><\/strong><\/p>\n<\/td>\n

\n

Validity and Enforceability <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) None of the Patents or the Abandoned Assets has ever been found invalid,
\nunpatentable, or unenforceable for any reason in any judicial proceeding,
\narbitration proceeding, opposition proceeding, interference proceeding, ex parte
\nreexamination proceeding, inter partes reexamination proceeding or other inter
\npartes proceeding.<\/p>\n

(b) Except as in Schedule 7.6, Licensor neither knows of nor has received any
\nnotice or information of any kind from any source suggesting the invalidity,
\nunpatentability, or unenforceability of any claimed subject matter within the
\nPatents or Abandoned Assets that has ultimately been allowed, granted, or
\notherwise deemed patentable by a respective patent authority or patent office,
\nwith the exception of rejections, objections or other deficiencies identified by
\nsuch patent authority or patent office, which were overcome to result in the
\nallowance, grant or patenting of such claimed subject matter.<\/p>\n

(c) Except as in Schedule 7.6, Licensor neither knows of nor has received any
\nnotice or information of any kind from any source suggesting the invalidity,
\nunpatentability or unenforceability of any of the pending patent applications or
\npending provisional patent applications listed in Schedules A and\/or B.<\/p>\n

(d) If any of the Patents is terminally disclaimed to another patent or
\npatent application, all patents and patent applications subject to such terminal
\ndisclaimer are included in this transaction.<\/p>\n

(e) To the extent “small entity” fees at the time of such payment were paid
\nto the United States Patent and Trademark Office for any Patent, such reduced
\nfees were then appropriate because the payor qualified to pay “small entity”
\nfees and specifically had not licensed rights in any Patent to an entity that
\nwas not a “small entity.”<\/p>\n\n\n\n
\n

7.7<\/em><\/strong><\/p>\n<\/td>\n

\n

Conduct; SSOs <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Neither Licensor nor any of its representative have engaged in any conduct,
\nor omitted to perform any necessary act, the result of which would invalidate
\nany of the Patents or hinder its enforcement, including, without limitation,
\nmisrepresenting Licensor153s patent rights to a standard-setting organization.
\nThere is no obligation imposed by a standards-setting organization on Licensor
\nto license any of the Patents on particular terms or conditions, nor will any
\nsuch obligation apply to Licensee following the Closing.<\/p>\n\n\n\n
\n

7.8<\/em><\/strong><\/p>\n<\/td>\n

\n

Enforcement <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except for any notices or letters included in the Deliverables, Licensor has
\nnot (a) provided to a third party notice of alleged actual or potential
\ninfringement of any of the Patents or the Abandoned Assets or (b) initiated
\nenforcement action(s) with respect to any of the Patents or the Abandoned
\nAssets.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n\n\n\n
\n

7.9<\/em><\/strong><\/p>\n<\/td>\n

\n

Patent Office Proceedings <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as set forth on Schedule 7.9<\/em><\/strong>, none of the
\nPatents or the Abandoned Assets has been or is currently involved in any
\nreexamination, reissue, interference proceeding, or any similar proceeding, and
\nno such proceedings are pending or threatened.<\/p>\n\n\n\n
\n

7.10<\/em><\/strong><\/p>\n<\/td>\n

\n

Fees <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All maintenance fees, annuities and the like due or payable on each of the
\nPatents have been timely paid. For the avoidance of doubt, Licensor shall pay
\nany maintenance fees for which the fee is payable (e.g., the fee payment window
\nopens) on or prior to the Closing even if the surcharge date or final deadline
\nfor payment of such fee would be after the Closing.<\/p>\n\n\n\n
\n

7.11<\/em><\/strong><\/p>\n<\/td>\n

\n

Abandoned Patents <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

According to each applicable patent office, each of the Abandoned Assets has
\nexpired, lapsed, or been abandoned or deemed withdrawn.<\/p>\n\n\n\n
\n

7.12<\/em><\/strong><\/p>\n<\/td>\n

\n

Brokers <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except for Licensor153s obligations to [**], if any, neither Licensor nor any
\nAffiliate of Licensor is obligated for the payment of any fees or expenses of
\nany investment banker, broker, finder or similar party in connection with the
\norigin, negotiation or execution of this Agreement or in connection with the
\ntransactions contemplated hereby. Licensee will not incur any liability, either
\ndirectly or indirectly, to any such investment banker, broker, finder or similar
\nparty as a result of, this Agreement, the transactions contemplated hereby or
\nany act or omission of Licensor or any of its employees, officers, directors,
\nstockholders, agents or Affiliates.<\/p>\n\n\n\n
\n

8.<\/strong><\/p>\n<\/td>\n

\n

R<\/strong>EPRESENTATIONS<\/strong>
\nAND<\/strong> W<\/strong>ARRANTIES<\/strong>
\nOF<\/strong> L<\/strong>ICENSEE<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensee represents and warrants to Licensor as of the Effective Date and the
\nClosing:<\/p>\n\n\n\n
\n

8.1<\/em><\/strong><\/p>\n<\/td>\n

\n

Organization; Authority and Approvals; Enforceability
\n<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Licensee is a company duly formed, validly existing, and in good standing
\nunder the laws of the jurisdiction of its formation.<\/p>\n

(b) Licensee has the full power and authority to enter into this Agreement
\nand the other Transaction Agreements and to carry out its obligations hereunder
\nand thereunder.<\/p>\n

(c) Licensee is duly authorized to execute and deliver this Agreement and
\neach of the other Transaction Agreements and to perform its obligations
\nhereunder and thereunder. The individual executing this Agreement and each of
\nthe other Transaction Agreements on Licensee153s behalf has been duly authorized
\nto do so by all requisite corporate action.<\/p>\n

(d) No consent, approval, order or authorization of, notification to, action
\nby or registration, declaration or filing with, any governmental or regulatory
\nauthority, or any other person, governmental or otherwise, is necessary to
\nenable Licensee to lawfully enter into, execute, deliver and perform its
\nobligations under this Agreement and each of the<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

other Transaction Agreements, or to consummate the transactions contemplated
\nhereby and thereby.<\/p>\n

(e) This Agreement and each of the other Transaction Agreements have been
\nduly executed and delivered by Licensee. Assuming due authorization, execution
\nand delivery by Licensor, this Agreement and each of the other Transaction
\nAgreements are valid and binding obligations of Licensee, enforceable against
\nLicensee in accordance with their respective terms, subject to the effect of (i)
\napplicable bankruptcy, insolvency, reorganization, moratorium or other similar
\nlaws now or hereafter in effect relating to or limiting rights of creditors
\ngenerally and (ii) rules of law and equity governing specific performance,
\ninjunctive relief and other equitable remedies.<\/p>\n\n\n\n
\n

8.2<\/em><\/strong><\/p>\n<\/td>\n

\n

No Conflict <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Neither the execution and delivery of this Agreement or any of the other
\nTransaction Agreements by Licensee, nor the consummation of the transactions
\ncontemplated hereby or thereby, will conflict with, or (with or without notice
\nor lapse of time, or both) result in a termination, breach, impairment or
\nviolation of, give any rights of acceleration or cancellation under, or
\nconstitute a default under: (i) the applicable organizational documents of
\nLicensee, as currently in effect; (ii) any law, rule, regulation, order, ruling
\nor other legal requirement applicable to Licensee; or (iii) any material
\ncontract, agreement or understanding to which Licensee is a party or is bound.\n<\/p>\n\n\n\n
\n

8.3<\/em><\/strong><\/p>\n<\/td>\n

\n

Brokers <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Neither Licensee nor any Affiliate of Licensee is obligated for the payment
\nof any fees or expenses of any investment banker, broker, finder or similar
\nparty in connection with the origin, negotiation or execution of this Agreement
\nor in connection with the transactions contemplated hereby. Licensor will not
\nincur any liability, either directly or indirectly, to any such investment
\nbanker, broker, finder or similar party as a result of, this Agreement, the
\ntransactions contemplated hereby or any act or omission of Licensee or any of
\nits employees, officers, members, agents or Affiliates.<\/p>\n\n\n\n
\n

8.4<\/em><\/strong><\/p>\n<\/td>\n

\n

Covenants Relating to Obligations to [**] and [**] <\/em><\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensor is required, pursuant to agreements between Licensor and each of
\n[**] (“[**]”) and [**] (“[**]”) to pay each of [**] and [**], respectively,
\n$[**] USD for each patent issuing anywhere in the world from a patent
\napplication claiming priority to the patents that Licensor acquired from [**]
\nand [**]. Licensee hereby covenants and agrees with Licensor to make the
\nfollowing payments in order to assist Licensor with satisfying the obligations
\nunder Licensor153s agreements with [**] and [**]:<\/p>\n

(a) Licensee hereby agrees to pay [**] $[**] USD for each patent issuing
\nanywhere in the world from a patent application claiming priority to the patent
\nrights that Licensor obtained from [**]. Currently pending patent applications
\nare identified on Schedule A to this Agreement. This payment obligation also
\napplies to patents issuing anywhere in the world from patent applications that
\nLicensee files after Closing that claim priority to these patent applications or
\nother patent rights that Licensor obtained from [**]. Such payments are required
\nwithin thirty (30) days following issuance of each such issued patent.<\/p>\n

(b) Licensee hereby agrees to pay to pay US$[**] (net of any tax payable by
\nLicensee) for each patent issuing from a patent application claiming priority to
\nthe patent rights that<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

Licensor obtained from [**]. Currently pending patent applications are
\nidentified on Schedule A to this Agreement. Licensee shall pay [**] ([**]) of
\neach such payment directly to [**] on behalf of [**], and shall pay the
\nremainder of each such payment to [**]. This payment obligation also applies to
\nU.S. patents issuing from patent applications that Licensee files after Closing
\nthat claim priority to these patent applications or other patent rights that
\nLicensor obtained from [**].<\/p>\n

(c) Licensee agrees to indemnify and hold harmless Licensor and its
\ndirectors, officers and employees of each of their Affiliates, from any losses,
\nliabilities, damages, claims, payments, liens, judgments, demands, costs and
\nexpenses (including reasonable attorneys153 fees) arising out of failure by
\nLicensee to pay [**] or [**] as required under this subsection 8.4.<\/p>\n\n\n\n
\n

9.<\/strong><\/p>\n<\/td>\n

\n

D<\/strong>ISCLAIMER<\/strong> OF<\/strong>
\nR<\/strong>EPRESENTATIONS<\/strong> AND<\/strong>
\nW<\/strong>ARRANTIES<\/strong>;
\nL<\/strong>IMITATION<\/strong> OF<\/strong>
\nL<\/strong>IABILITY<\/strong>;
\nE<\/strong>XCLUSIONS<\/strong>
\nF<\/strong>ROM<\/strong> D<\/strong>AMAGES<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

9.1<\/em><\/strong><\/p>\n<\/td>\n

\n

Disclaimer of Representations and Warranties <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT FOR THEIR
\nRESPECTIVE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 7 AND 8, AND
\nEACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
\nIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.<\/p>\n

LICENSEE GIVES LICENSOR NO ASSURANCE THAT ANY PROFIT (EITHER FROM A
\nMONETIZATION EVENT INVOLVING SOLELY THE PATENTS OR AS PART OF A PORTFOLIO
\nMONETIZATION) WILL BE GENERATED FOR LICENSOR.<\/p>\n

LICENSOR ACKNOWLEDGES THAT ACCOUNTING FOR THIS TRANSACTION IS A MATTER SOLELY
\nBETWEEN OR AMONG LICENSOR AND ITS ACCOUNTANTS, AND ACKNOWLEDGE THAT THEY HAVE
\nNOT RELIED UPON ANY ADVICE OR REPESENTATION FROM LICENSEE TO DETERMINE THE
\nACCOUNTING TREATMENT FOR THE LICENSE ISSUE FEE OR ANY OTHER PAYMENT TO BE MADE
\nBY LICENSEE TO LICENSOR.<\/p>\n

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, NEITHER PARTY GIVES THE OTHER
\nPARTY ANY ASSURANCE (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN,
\nOR THE VALIDITY, OF ANY PATENT; OR (B) THAT MANUFACTURE, USE, SALE, OFFERING FOR
\nSALE, IMPORTATION, EXPORTATION OR OTHER DISTRIBUTION OF ANY PRODUCT OR METHOD
\nDISCLOSED AND CLAIMED IN ANY PATENT BY LICENSEE, ANY SUBLICENSEE OR ANYONE ELSE
\nWILL NOT CONSTITUTE AN INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF
\nOTHERS.<\/p>\n\n\n\n
\n

9.2<\/em><\/strong><\/p>\n<\/td>\n

\n

Limitation of Liability <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

EXCEPT IN THE EVENT OF FRAUD OR INTENTIONAL MISREPRESENTATION OR THE BREACH
\nOF THE REPRESENTATIONS AND WARRANTIES MADE IN SUBSECTIONS 7.4 AND 7.5 OF THIS
\nAGREEMENT, THE COLLECTIVE LIABILITY OF LICENSOR, ON ONE HAND, AND LICENSEE, ON
\nTHE OTHER, WILL IN EACH CASE NOT EXCEED AN AMOUNT EQUAL TO THE SUM OF ALL
\nPAYMENTS PAYABLE UNDER SUBSECTIONS 2.1 AND 2.2 OF THIS AGREEMENT. IN THE EVENT
\nOF BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES MADE IN SUBSECTIONS 7.4
\nAND 7.5 OF THIS AGREEMENT, LICENSOR153S COLLECTIVE LIABILITY UNDER THIS AGREEMENT
\nWILL NOT EXCEED AN AMOUNT EQUAL TO THREE (3) TIMES THE<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

SUM OF ALL PAYMENTS PAYABLE UNDER SUBSECTIONS 2.1 AND 2.2 OF THIS AGREEMENT.
\nTHE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATION ON POTENTIAL LIABILITY WAS
\nAN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.<\/p>\n\n\n\n
\n

9.3<\/em><\/strong><\/p>\n<\/td>\n

\n

Exclusion of Certain Damages <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT,
\nWARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), AND NOTWITHSTANDING ANY
\nFAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT
\nLIABILITY OR PRODUCT LIABILITY, FOR COVER OR FOR ANY INCIDENTAL, INDIRECT,
\nCONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES FOR LOSS OF
\nREVENUE, PROFIT (EXCEPT TO THE EXTENT PROFIT BECOMES DUE AND PAYABLE IN
\nACCORDANCE WITH SUBSECTION 2.2 OF A PATENT LICENSE AGREEMENT), SAVINGS OR
\nBUSINESS ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR
\nITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
\nLICENSOR UNDERSTANDS AND CONFIRMS THAT THERE MAY NOT BE ANY PROFIT PARTICIPATION
\nDISTRIBUTED UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS
\nOF SUCH POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION
\nUNDER THIS AGREEMENT.<\/p>\n\n\n\n
\n

10.<\/strong><\/p>\n<\/td>\n

\n

D<\/strong>EFINITIONS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Capitalized terms used in this Agreement that are not otherwise defined have
\nthe meanings set forth in this Section.<\/p>\n

“Abandoned Assets”<\/em><\/strong> means those specific provisional
\npatent applications, patent applications, patents and other governmental grants
\nor issuances listed on Schedule C<\/em><\/strong> (as such list may be
\nupdated based on Licensee153s review pursuant to subsection 3.1).<\/p>\n

“Acquisition Transaction<\/em><\/strong>” means (i) a merger,
\nconsolidation or reorganization of a party with or into another Person (whether
\nor not such party is the surviving Entity), in which such party153s shareholders
\nholding the right to vote with respect to general matters immediately preceding
\nsuch transaction own less than fifty percent (50%) of the voting securities of
\nthe surviving Entity; (ii) a sale, assignment, transfer, conveyance or other
\ndisposition of all or substantially all of the assets of such party to another
\nPerson; or (iii) another Person becoming the beneficial owner of more than fifty
\npercent (50%) of the outstanding voting securities of such party.<\/p>\n

“Affiliate<\/em><\/strong>” means, with respect to any Person, any
\nEntity in whatever country organized that controls, is controlled by or is under
\ncommon control with such Person; provided however, that an Entity that qualifies
\nas an Affiliate but subsequently ceases to fall within this definition shall no
\nlonger be considered an Affiliate hereunder. The term “control” means
\npossession, direct or indirect, of the power to direct or cause the direction of
\nthe management and policies of an Entity, whether through the ownership of
\nvoting securities, by contract or otherwise. For purposes of clarity, neither
\nTVAura LLC nor TVAura Mobile LLC shall be considered an “Affiliate” of Licensor
\nunder this Agreement.<\/p>\n

“Amounts<\/em><\/strong>“<\/strong> as generally used in
\nthis Agreement refers to cash amounts, and amounts that are not cash will be
\nvalued by Licensee at their cash equivalent under customary valuation
\ntechniques.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

“Assignment Agreements”<\/em><\/strong> mean the agreements
\nassigning to Licensor ownership of the Patents and the Abandoned Assets from the
\ninventors and\/or any prior owners to Licensor.<\/p>\n

“Closing”<\/em><\/strong> has the meaning set forth in subsection
\n3.2.<\/p>\n

“Common Interest Agreement”<\/em><\/strong> means an agreement, in
\nthe form set forth on Exhibit A<\/em><\/strong>, setting forth the
\nterms under which Licensor and Licensee will protect certain information
\nrelating to the Patents under the common interest privilege.<\/p>\n

“Docket”<\/em><\/strong> means Licensor153s, or its agents153, list or
\nother means of tracking information relating to the prosecution or maintenance
\nof the Patents throughout the world, including, without limitation, the names,
\naddresses, email addresses and phone numbers of prosecution counsel and agents,
\nand information relating to deadlines, payments, and filings, which list or
\nother means of tracking information is current as of the Effective Date.<\/p>\n

“Effective Date”<\/em><\/strong> means the date set forth as the
\nEffective Date on the cover page of this Agreement.<\/p>\n

“Entity”<\/em><\/strong> means any corporation, partnership,
\nlimited liability company, association, joint stock company, trust, joint
\nventure, unincorporated organization, governmental entity (or any department,
\nagency, or political subdivision thereof) or any other legal entity.<\/p>\n

“Excluded Assets<\/em>“<\/strong> means the patents and
\napplications listed in the attached Schedule 7.1<\/em><\/strong>, any
\nreissues or reexaminations thereof, and any other patent application (and
\nresulting patent) filed by Licensor after the Effective Date that either (a)
\ndoes not claim priority to any of the Live Assets or (b) claims priority to a
\nLive Asset only through an intermediate application or patent that is also
\nlisted on Schedule 7.1<\/em><\/strong>.<\/p>\n

“Existing Encumbrances<\/em>“<\/strong> means all licenses or other
\nencumbrances disclosed on Schedule 7.5<\/em><\/strong>.<\/p>\n

“Grant-Back License Agreement<\/em>“<\/strong> means the Grant-Back
\nLicense Agreement between Licensor and Licensee dated of even date herewith.\n<\/p>\n

“IV Fund<\/em>“<\/strong> means Invention Investment Fund II, LLC,
\na Delaware limited liability company.<\/p>\n

“IP Group Expenses”<\/em><\/strong> means the Amounts paid,
\nincurred, accrued, or allocated by or on behalf of Licensee in respect of
\nacquiring, holding, prosecuting, maintaining, managing, protecting, or enhancing
\nthe Patents, including, without limitation, all such Amounts (other than Profit
\nParticipation) paid under this Agreement to Licensor and all fees, costs,
\ncommissions and expenses for legal, technical, advisory, and consulting services
\nand filing, issuance, annuity and maintenance payments.
\n“<\/em><\/strong>IP Group Expenses,” as used in this Agreement refers
\nto IP Group Expenses of the Patents.<\/p>\n

“License Issue Fee” <\/em><\/strong>has the meaning set forth in
\nsubsection 2.1.<\/p>\n

“Live Assets” <\/em><\/strong>means the provisional patent
\napplications, patent applications, and patents listed on Schedule A
\n<\/em><\/strong>(as such lists may be updated based on License153s review pursuant
\nto subsection 3.1).<\/p>\n

“Memoranda of Exclusive License\/Rights” <\/em><\/strong>means one
\nor more documents in substantially the form of Schedule B,
\n<\/em><\/strong>which form may be adjusted for the requirements of<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

the particular government patent office, that memorialize the license and
\nother rights transferred to Licensee by this Agreement.<\/p>\n

Memoranda of Exclusive License\/Rights are created to comply with recordation
\nrequirements related to this grant\/transfer\/assignment, but in no way are
\nintended by the parties to limit or expand the scope of the rights intended to
\nbe granted, transferred and assigned.<\/p>\n

“Monetization Expenses” <\/em><\/strong>means the Amounts paid,
\nincurred, accrued, or allocated by or on behalf of Licensee in respect of
\ncommercializing, asserting, litigating, licensing, managing, or otherwise
\ncapturing value, including, without limitation, fees, costs, commissions and
\nexpenses for legal, technical, advisory, consulting and licensing services.
\n“Monetization Expenses,” as used in this Agreement, may refer to Monetization
\nExpenses of either a monetization event involving solely the Patents or a
\nPortfolio Monetization.<\/p>\n

“Non-Exclusive License” <\/em><\/strong>means the Non-Exclusive
\nLicense Agreement between Licensor and Licensee dated on or about even date
\nherewith.<\/p>\n

“Patent Rights Agreement” <\/em><\/strong>means the Patent Rights
\nAgreement in the form of Exhibit B. <\/em><\/strong><\/p>\n

“Patents” <\/em><\/strong>means, excluding the Abandoned Assets and
\nthe Excluded Assets, all (a) Live Assets; (b) patents or patent applications (i)
\nto which any of the Live Assets directly or indirectly claims priority, (ii) for
\nwhich any of the Live Assets directly or indirectly forms a basis for priority,
\nand\/or (iii) that were co-owned applications that incorporate by reference, or
\nare incorporated by reference into, the Live Assets; (c) reissues,
\nreexaminations, extensions, continuations, continuations in part, continuing
\nprosecution applications, requests for continuing examinations, divisions, and
\nregistrations of any item in any of the foregoing categories (a) and (b); (d)
\nforeign patents, foreign patent applications and foreign counterparts relating
\nto any item in any of the foregoing categories (a) through (c), including,
\nwithout limitation, certificates of invention, utility models, industrial design
\nprotection, design patent protection, and other governmental grants or
\nissuances; (e) items in any of the foregoing categories (b) through (d) whether
\nor not expressly listed as Live Assets and whether or not claims in any of the
\nforegoing have been rejected, withdrawn, cancelled, or the like; and (f) all
\npatentable inventions, invention disclosures, and patentable discoveries
\ndescribed in any item in any of the foregoing categories (a) through (e) and all
\nother patent rights arising out of such inventions, invention disclosures, and
\ndiscoveries (each such Live Asset, together with patents and patent applications
\nin categories (b)(i), (b)(ii), (c), (d) and (e) above relating to such Live
\nAsset, is referred to collectively as a “Patent Family”).
\n<\/em><\/strong><\/p>\n

“Person”<\/em><\/strong> means any individual or Entity.<\/p>\n

“Portfolio Monetization” <\/em><\/strong>has the meaning set forth
\nin subsection 2.3.<\/p>\n

“Portfolio Profit”<\/em><\/strong> means Revenue from, minus
\nMonetization Expenses of, a Portfolio Monetization.<\/p>\n

“Profit” <\/em><\/strong>means<\/p>\n

the total of the Portfolio Profit that is allocated under subsections 2.3
\nthrough 2.5 to the patents and patent applications among the Patents included in
\na Portfolio Monetization;<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

plus Revenue from, minus remaining Monetization Expenses of, monetization
\nevents involving solely the Patents and which are not a Portfolio Monetization;\n<\/p>\n

minus any remaining IP Group Expenses.<\/p>\n

“Profit Participation”<\/em><\/strong> has the meaning set forth in
\nsubsection 2.2.<\/p>\n

“Prosecution History Files” <\/em><\/strong>means all files,
\ndocuments and tangible things, as those terms have been interpreted pursuant to
\nrules and laws governing the production of documents and things, constituting,
\ncomprising or relating to the investigation, evaluation, preparation,
\nprosecution, maintenance, defense, filing, issuance, registration, assertion or
\nenforcement of the Patents.<\/p>\n

“Reporting Period”<\/em><\/strong> has the meaning set forth in
\nsubsection 2.7.<\/p>\n

“Revenue”<\/em><\/strong> means Amounts received by or on behalf of
\nLicensee and recognized as revenue under generally accepted accounting
\nprinciples from (a) licensing and\/or (b) damages awarded in litigation or other
\nproceedings, and\/or (c) sale of the rights granted to Licensee under this
\nAgreement. “<\/em>Revenue,“<\/em> as used in this Agreement, may refer to
\nRevenue from either a monetization event involving solely the Patents or a
\nPortfolio Monetization.<\/p>\n

“Term”<\/em><\/strong> has the meaning set forth in subsection
\n11.4.<\/p>\n

“Transaction Agreements<\/em><\/strong>” means this Agreement, the
\nPatent Rights Agreement (including the Patent Purchase Agreement attached as
\nExhibit A), the letter agreement between Licensor and an Affiliate of Licensee
\ndated of even date herewith, the Work Agreement, the Common Interest Agreement,
\nthe Grant-Back License Agreement and the Non-Exclusive License.<\/p>\n

“Transmitted Copy”<\/em><\/strong> has the meaning set forth in
\nsubsection 11.14.<\/p>\n

“Work Agreement” <\/em><\/strong>means the Work Agreement entered
\ninto between Licensor and Licensee concurrently herewith.<\/p>\n\n\n\n
\n

11.<\/strong><\/p>\n<\/td>\n

\n

M<\/strong>ISCELLANEOUS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

11.1<\/em><\/strong><\/p>\n<\/td>\n

\n

Confidentiality of Terms <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Subject to subsection 11.1(b) below, the parties hereto will keep the
\nterms and existence of this Agreement and the identities of the parties hereto
\nand their Affiliates confidential and will not now or hereafter divulge any of
\nthis information to any third party except (i) with the prior written consent of
\nthe other party; (ii) as otherwise may be required by law (subject to Section
\n11.1(b) below) or legal process, including, without limitation, in confidence to
\nlegal and financial advisors in their capacity of advising a party in such
\nmatters; (iii) during the course of litigation, so long as the disclosure of
\nsuch terms and conditions is restricted in the same manner as is the
\nconfidential information of other litigating parties; (iv) in confidence to its
\nlegal counsel, accountants, banks and financing sources and their advisors
\nsolely in connection with administering or complying with its obligations with
\nrespect to this Agreement (including reporting by Licensee and its Affiliates to
\nits investors under existing confidentiality obligations between Licensee and
\nits Affiliates<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

and such investors); (v) by Licensee (and, upon Licensee153s request, by
\nLicensor), in order to perfect Licensee153s interest in the Patents or the
\nAbandoned Assets with any governmental patent office; (vi) to enforce Licensee153s
\nrights and interest in the Patents, the causes of action transferred under this
\nAgreement, or the Abandoned Assets; or (vii) by Licensor or Licensee under a
\nwritten obligation of confidentiality substantially similar as this subsection
\n11.1, to potential acquirers, licensees of or investors in Licensor or Licensee
\nor the Patents, including without limitation such third parties153 legal counsel,
\naccountants, banks, financing sources and advisors provided that such parties
\nare subject to such confidentiality obligations; provided, in (ii) and (iii)
\nabove, (A) to the extent permitted by law, the disclosing party will use all
\nlegitimate and legal means available to minimize the disclosure to third
\nparties, including, without limitation, seeking a confidential treatment request
\nor protective order whenever appropriate or available; and (B) the disclosing
\nparty will provide the other party with at least ten (10) days153 prior written
\nnotice of such disclosure. Without limiting the foregoing, Licensor will cause
\nits agents involved in this transaction to abide by the terms of this Section
\n11, including, without limitation, ensuring that such agents do not disclose or
\notherwise publicize the existence of this transaction with actual or potential
\nclients in marketing materials or industry conferences.<\/p>\n

(b) Disclosure of this Agreement, the financial impact of this Agreement and
\nthe terms and conditions of this Agreement (both in summary form and through
\nexhibit filings) may be required under the Securities Exchange Commission
\n(“SEC”) regulations, stock market rules, or other laws. Licensor and Licensee
\nmay rely in good faith on advice of counsel when determining whether such
\ndisclosure is required; provided that Licensor and Licensee agree that such
\ndisclosures shall be limited to only those that are required by law in reliance
\non such opinion of counsel. Except as otherwise provided in this Section 11,
\nLicensor or Licensee will make no public announcements and will not issue press
\nreleases relating to this Agreement without the prior written consent of the
\nother Parties, which consent will not be unreasonably withheld. Licensor and
\nLicensee have agreed to the text of a joint press release announcing the signing
\nof this Agreement and the transactions contemplated hereby, a copy of which is
\nattached hereto as Exhibit C. <\/em><\/strong>Licensor also agrees to
\nprovide Licensee an opportunity to review and an opportunity to comment on the
\nCurrent Report on Form 8-K to be filed with the SEC and any script for investor
\ncalls announcing this Agreement and the transactions contemplated hereby.
\nLicensor shall consult with Licensee before issuing or making, and shall provide
\nLicensee with reasonable opportunity to review and comment upon, and shall
\nconsider in good faith and reasonably attempt to incorporate the views of
\nLicensee in connection with any other press release, public filing or other
\npublic statement with respect to the transactions contemplated by this
\nAgreement; provided<\/u> that (i) any such disclosure will be limited to the
\nspecific information that is required by law to be disclosed, and (ii) Licensor
\nshall not be required to consult, and shall only be required to give reasonable
\nnotice, of any public disclosure which is substantially similar in content to
\nthe joint press release, the script for the investor call and the Current Report
\non Form 8-K filed with respect to the transactions contemplated by this
\nAgreement, or any other subsequent or previously made public filing, with
\nrespect to which Licensor has complied with the provisions of this subsection
\n11.1(b). Because Licensor has determined that this Agreement, the Patent Rights
\nAgreement and the Grant-Back License are required by applicable law to be filed
\nby Licensor as an exhibit to a Quarterly Report on Form 10-Q and\/or Annual
\nReport on Form 10-K, or otherwise needs to be filed with the SEC, Licensor shall
\n(A) provide Licensee with at least ten (10) business days advance notice of such
\nintent to file this Agreement and such other Transaction Agreements, and provide
\nLicensee an opportunity to discuss and consider in good faith any input or
\nrequest made by Licensee, (B) file a request with the SEC for confidential
\ntreatment of such portions of this Agreement and of such other Transaction
\nAgreements that Licensee requests in writing to Licensor at<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

least five (5) business days prior to the intended filing date that counsel
\nfor Licensor, after consultation with counsel for Licensee, advises should be
\neligible for confidential treatment, and provide Licensee with any updates and
\nconsider in good faith any input from Licensee with respect to such confidential
\ntreatment request, and (C) in any event, only file those portions of this
\nAgreement as counsel for Licensor, after consultation with and consideration in
\ngood faith of the views of counsel for Licensee, determines are required to be
\nfiled by applicable law.<\/p>\n

(c) Effective upon the Closing, the Reciprocal Non-disclosure Agreement dated
\nas of July 13, 2009 between Licensor and an Affiliate of Licensee, together with
\nall amendments and addendums (the “NDA”<\/em><\/strong>), shall be
\nvoid and of no force or effect solely with respect to “Confidential Information”
\n(as that term is defined in the NDA) that has been disclosed by or on behalf of
\nLicensor and that relates to the Patents or Abandoned Assets; provided, however,
\nthat to the extent Licensor has shared information relating to third-party
\nrelationships with Licensee that is subject to a confidentiality obligation to a
\nthird party, Licensee agrees to keep such information confidential subject to
\nthe terms of the NDA except for disclosure to potential or actual licensees,
\npurchasers or investors in the Patents, potential or actual investors or
\nacquirers of Licensee or any Affiliate of Licensee, or any Licensee Affiliate153s
\ncounsel, auditors, consultants or other similar parties that are subject to a
\nsubstantially similar confidentiality obligation to such Licensee Affiliate.\n<\/p>\n

(d) In the event of any breach or default, threatened or otherwise, under
\nthis Section 11, the parties acknowledge and agree that damages alone would be
\ninsufficient to compensate for any such breach or default and that irreparable
\nharm would result from such breach or default. Consequently, in the event of any
\nsuch breach or default, or any threat of such breach or default by either party,
\nthe other party will be entitled to temporary or permanent injunctive relief,
\nspecific performance and such other equitable relief as may be appropriate in
\nthe circumstances in order to restrain or enjoin such breach or default. These
\nremedies will not be the exclusive remedies for violation of the terms of the
\nconfidentiality obligations contained in this Section 11 but will be in addition
\nto all other remedies available to the parties at law or in equity.<\/p>\n\n\n\n
\n

11.2<\/em><\/strong><\/p>\n<\/td>\n

\n

Relationship of Parties <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The parties hereto are independent contractors. Nothing in this Agreement
\nwill be construed to create a partnership, joint venture, franchise, fiduciary,
\nemployment or agency relationship between the parties. Neither party has any
\nexpress or implied authority to assume or create any obligations on behalf of
\nthe other or to bind the other to any contract, agreement or undertaking with
\nany third party.<\/p>\n\n\n\n
\n

11.3<\/em><\/strong><\/p>\n<\/td>\n

\n

Assignment; Successors <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any assignment of this Agreement by Licensor, on one hand, or by Licensee, on
\nthe other, shall require the prior written consent of the other parties;
\nprovided, however, that (a) without Licensor153s consent, Licensee may assign, in
\nwhole or in part, this Agreement, and\/or any license or other rights Licensee
\nacquires hereunder, to its Affiliates or to an unaffiliated Entity that is
\nmanaged and controlled by representatives of Licensee or its Affiliates, (b)
\nwithout the other party153s consent, Licensee may assign this Agreement to the
\nacquiring party pursuant to an Acquisition Transaction in which the ultimate
\nparent company of Licensee is the party being acquired or whose assets are being
\nacquired in such transaction and (c) without the other party153s consent, Licensor
\nmay assign this Agreement to the<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

acquiring party pursuant to an Acquisition Transaction in which Licensor is
\nthe party being acquired or whose assets are being acquired in such transaction.\n<\/p>\n

Subject to the above provisions of this subsection 11.3, the terms and
\nconditions of this Agreement will inure to the benefit of Licensor, Licensee,
\nand their respective successors, assigns and other legal representatives, and
\nwill be binding upon each of Licensor, Licensee and their respective successors,
\nassigns, and other legal representatives.<\/p>\n\n\n\n
\n

11.4<\/em><\/strong><\/p>\n<\/td>\n

\n

Term and Termination <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The term of this Agreement (the “Term<\/em>“<\/strong>) will
\ncommence on the Effective Date and will continue in effect until the last of the
\nPatents expires, or it will continue such longer time as may be necessary as
\ndetermined at Licensee153s sole and absolute discretion, to permit Licensee to
\nfully enforce and protect its rights under the Patents for any action or
\nproceeding for infringement arising before such expiration (provided that
\nLicensee153s obligation to pay Profit Participation, if any, in connection with
\nsuch action or proceeding shall likewise continue in effect).<\/p>\n

Subject to the provisions of subsection 11.6, in the event of a Payment
\nBreach by Licensee, or of a material breach of this Agreement by Licensor, the
\nnonbreaching party will be entitled to terminate the Term by written notice to
\nthe breaching party, if such breach is not cured within ten (10) business days
\n(for a Payment Breach) and sixty (60) days (for non-monetary breaches) after
\nwritten notice specifying the breach is given to the breaching party. Such
\ncircumstances in the foregoing sentence shall be the sole basis for termination
\nof this Agreement by either party. For purposes of this provision, a “Payment
\nBreach” is defined as failure by Licensee or an Affiliate of Licensee (a) to
\nmake the payments required to be made to Licensor under the schedule set forth
\non Schedule 2.1, or (b) to make any payment that Licensee and\/or its Affiliates
\nhave determined, in accordance with subsections 2.3, 2.4, 2.5 and 2.7 of this
\nAgreement, is due and payable to Licensor.<\/p>\n\n\n\n
\n

11.5<\/em><\/strong><\/p>\n<\/td>\n

\n

Survival\/Effect of Termination <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No termination of the Term will relieve a breaching party of its obligations
\narising prior to such termination.<\/p>\n

In the event of termination of this Agreement under subsection 11.4, (a) the
\nlicense set forth in subsection 1.1 of this Agreement will terminate with
\nrespect to all Patents licensed thereunder, and (b) with respect to each Patent
\nto which Licensee has acquired title pursuant to Sections 3 or 4 of the Patent
\nRights Agreement, Licensee shall use commercially reasonable efforts to assign
\nall right, title and interest in such Patent to Licensor as soon as reasonably
\npracticable, subject (in each case of clauses (a) and (b) above) to all of the
\nconditions set forth with respect to the release or assignment of Released
\nPatents in subsection 5.4(c) of this Agreement. Licensee agrees to reasonably
\ncooperate with the recording of transfer of title of such Patents to Licensor,
\nprovided that Licensor shall bear all expenses (and shall reimburse Licensee for
\nall of its expenses) relating to such transfer.<\/p>\n

In the event of termination of this Agreement by Licensor following a Payment
\nBreach by Licensee, Licensee shall continue to be obligated to pay Licensee
\nProfits, if any, generated by any Revenue that may be paid to Licensee after
\nsuch termination with respect to any sublicenses, covenants not to sue or other
\nencumbrances under the Patents granted by Licensee or any Affiliate of Licensee
\nat or after the Closing and prior to such termination.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n\n\n\n
\n

11.6<\/em><\/strong><\/p>\n<\/td>\n

\n

Remedies <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Licensor153s sole and exclusive remedy in the event of any claim, dispute, or
\ncontroversy under this Agreement, other than a Payment Breach, will be the
\nrecovery of money damages, subject to the disclaimer and limitations set forth
\nin this Agreement, including, without limitation, those in subsections 9.1, 9.2
\nand 9.3.<\/p>\n\n\n\n
\n

11.7<\/em><\/strong><\/p>\n<\/td>\n

\n

Export Controls <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

It is understood and agreed that to the extent Licensor is subject to United
\nStates laws and regulations controlling the export of technical data, computer
\nsoftware, laboratory prototypes, and other commodities (including the Arms
\nExport Control Act, as amended, and the Export Administration Act of 1979), its
\nobligations hereunder are contingent on compliance with applicable United States
\nexport laws and regulations. The transfer of certain technical data and
\ncommodities may require a license from the cognizant agency of the United States
\nGovernment and\/or written assurances by Licensee that Licensee will not export
\ndata or commodities to certain foreign countries without prior approval of such
\nagency. Licensor neither represents that a license will not be required nor
\nthat, if required, it will be issued.<\/p>\n\n\n\n
\n

11.8<\/em><\/strong><\/p>\n<\/td>\n

\n

Governing Law <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any claim arising under or relating to this Agreement will be governed by the
\nlaws of the State of Delaware, without regard to choice of law principles to the
\ncontrary.<\/p>\n\n\n\n
\n

11.9<\/em><\/strong><\/p>\n<\/td>\n

\n

Dispute Resolution <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except for the payment of the License Issue Fee set forth in subsection 2.1
\nand as provided under subsection 11.1, the parties hereby waive their respective
\nrights to seek remedies in court, and will resolve any and all claims, disputes,
\nor controversies relating in any way to, or arising out of, this Agreement,
\nincluding, without limitation, any breach or threatened breach of this
\nAgreement, the amount of the Profit Participation due under this Agreement, or
\nthe calculation of Profit (“Disputes”<\/em><\/strong>), as follows:\n<\/p>\n

(a) The party raising the Dispute shall promptly provide the other party with
\na written notice describing the nature of the Dispute in reasonable detail
\n(a “Dispute Notice”<\/em><\/strong>). During the thirty (30) day
\nperiod after a party153s receipt of a Dispute Notice, the parties will commence
\ndiscussions to attempt to resolve the Dispute.<\/p>\n

(b) If the parties cannot timely resolve the Dispute through negotiation,
\nbefore resorting to arbitration the parties will try in good faith to settle the
\nDispute by mediation before a mutually agreed mediator in Seattle, Washington.
\nThe mediation will be conducted in English and administered by the American
\nArbitration Association (“AAA”<\/em><\/strong>) under its Commercial
\nMediation Procedures. If the parties are unable to agree upon a mutually
\nacceptable mediator, the AAA will appoint a qualified mediator. The mediation
\nproceeding shall take place on the earliest practicable date following the
\nsubmission of a request for mediation by either party, which request shall be
\nsubmitted within sixty (60) days after a party153s receipt of a Dispute Notice.\n<\/p>\n

(c) If the Dispute is not resolved through mediation within thirty (30) days
\nafter the mediation hearing, the parties will submit the Dispute to final and
\nbinding arbitration<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

administered by the AAA under its Commercial Arbitration Rules. The
\narbitrator may enter a default decision against any party who fails to
\nparticipate in the arbitration proceedings.<\/p>\n

(i) The arbitration will be conducted before a mutually agreed panel of three
\n(3) neutral arbitrators in Seattle, Washington. If the parties are unable to
\nagree upon a mutually acceptable panel of three (3) arbitrators, the panel will
\nbe selected by the AAA.<\/p>\n

(ii) The arbitration hearing will be conducted in English, and under no
\ncircumstances will the arbitration hearing extend for more than one (1) business
\nday. The award shall be rendered within one hundred twenty (120) days of the
\ndemand and the arbitrators shall agree to comply with this schedule before
\naccepting appointment. The parties have included these time limits to expedite
\nthe proceeding, but they are not jurisdictional, and the arbitrator may for good
\ncause permit reasonable extensions which shall not affect the validity of the
\naward.<\/p>\n

(iii) All documents and information relevant to the Dispute in the possession
\nof any party shall be made available to the other party not later than sixty
\n(60) days after the demand for arbitration is served, and the arbitrator may
\npermit such depositions or other discovery deemed necessary for a fair hearing.\n<\/p>\n

(iv) The parties agree that the arbitration method to be employed by the
\nparties will be “baseball arbitration,” in which case each party will submit to
\nthe arbitrators and exchange with each other in advance of the hearing their
\nlast, best offers and the arbitrators will be limited to awarding only one or
\nthe other of the two figures submitted.<\/p>\n

(v) The arbitrators153 award may be entered and enforced in any court with
\ncompetent jurisdiction and will be nonappealable. Such decision may be used in a
\ncourt of law only for the purpose of seeking enforcement of the arbitrator153s
\ndecision permitted under this Agreement.<\/p>\n

(vi) The award shall be in writing, shall be signed by a majority of the
\narbitrators, and shall include a statement setting forth the reasons for the
\ndisposition of any claim.<\/p>\n

(vii) The costs of the arbitration proceeding, including reasonable
\nattorneys153 fees and costs, will be determined by the arbitrators, who may
\napportion costs equally, or in accordance with any finding of fault or lack of
\ngood faith of either party.<\/p>\n

(viii) To the fullest extent permitted by law, no arbitration under this
\nAgreement shall be joined to any other arbitration, and no class arbitration
\nproceedings shall be permitted.<\/p>\n

(ix) Except as may be required by law, neither a party nor any arbitrator may
\ndisclose the existence, content, or results of any arbitration hereunder without
\nthe prior written consent of both parties.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n\n\n\n
\n

11.10<\/em><\/strong><\/p>\n<\/td>\n

\n

Notices and Payment Delivery <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All notices required or permitted to be given hereunder will be in writing,
\nwill make reference to this Agreement and will be delivered by hand, or
\ndispatched by prepaid air courier to the addresses set forth on the cover page
\nof this Agreement. Such notices will be deemed given when received by addressee
\nor, if delivery is not accomplished by reason of some fault of the addressee,
\nwhen tendered for delivery. Either party may give written notice of a change of
\naddress to the other. After notice of such change has been received, any notice
\nor request will thereafter be given to such party at such changed address.<\/p>\n\n\n\n
\n

11.11<\/em><\/strong><\/p>\n<\/td>\n

\n

Severability <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If any provision of this Agreement is found to be invalid or unenforceable,
\nthen the remainder of this Agreement will have full force and effect, and the
\ninvalid provision will be modified, or partially enforced, to the maximum extent
\npermitted to effectuate the original objective.<\/p>\n\n\n\n
\n

11.12<\/em><\/strong><\/p>\n<\/td>\n

\n

Waiver <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Failure by either party to enforce any term of this Agreement will not be
\ndeemed a waiver of future enforcement of that or any other term in this
\nAgreement or any other agreement that may be in place between the parties.<\/p>\n\n\n\n
\n

11.13<\/em><\/strong><\/p>\n<\/td>\n

\n

Miscellaneous <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Agreement, including its exhibits and schedules, together with the other
\nTransaction Agreements, constitute the entire agreement between the parties with
\nrespect to the subject matter hereof and merge and supersede all prior and
\ncontemporaneous agreements, understandings, negotiations, and discussions.
\nNeither of the parties will be bound by any conditions, definitions, warranties,
\nunderstandings, or representations with respect to the subject matter hereof
\nother than as expressly provided in this Agreement or in the other Transaction
\nAgreements. The section headings contained in this Agreement are for reference
\npurposes only and will not affect in any way the meaning or interpretation of
\nthis Agreement. This Agreement is not intended to confer any right or benefit on
\nany third party (including, but not limited to, any employee or beneficiary of
\nany party), and no action may be commenced or prosecuted against a party by any
\nthird party claiming as a third-party beneficiary of this Agreement or any of
\nthe transactions contemplated by this Agreement. No oral explanation or oral
\ninformation by either party hereto will alter the meaning or interpretation of
\nthis Agreement. No amendments or modifications will be effective unless in
\nwriting and signed by authorized representatives of both parties; provided,
\nhowever, that, after the Closing, Licensee may update Schedule
\nA<\/em><\/strong> to include any patents or patent applications within the
\ndefinition of Patents, based on its review of the Deliverables as defined in
\nsubsection 3.1, by providing updated Schedule A <\/em><\/strong>to
\nLicensor. The terms and conditions of this Agreement and the other Transaction
\nAgreements will prevail notwithstanding any different, conflicting or additional
\nterms and conditions that may appear on any letter, email or other communication
\nor other writing not expressly incorporated into this Agreement.<\/p>\n\n\n\n
\n

11.14<\/em><\/strong><\/p>\n<\/td>\n

\n

Counterparts; Electronic Signature <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Agreement may be executed in counterparts, each of which will be deemed
\nan original, and all of which together constitute one and the same instrument.
\nEach party will execute<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

and promptly deliver to the other parties a copy of this Agreement bearing
\nthe original signature. Prior to such delivery, in order to expedite the process
\nof entering into this Agreement, the parties acknowledge that a Transmitted Copy
\nof this Agreement will be deemed an original document. “Transmitted Copy” means
\na copy bearing a signature of a party that is reproduced or transmitted via
\nemail of a .pdf file, photocopy, facsimile, or other process of complete and
\naccurate reproduction and transmission.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

\n

SCHEDULE A <\/u><\/strong><\/p>\n

LIVE ASSETS <\/u><\/strong><\/p>\n<\/p>\n

*****[omitted]<\/p>\n<\/p>\n

SCHEDULE B <\/u><\/strong><\/p>\n

MEMORANDUM OF EXCLUSIVE LICENSE\/RIGHTS
\n<\/u><\/strong><\/p>\n

Digimarc Corporation, an Oregon corporation, having offices at 9405 SW Gemini
\nDrive, Beaverton, OR 97008, (“Licensor<\/em>“<\/strong>), has granted
\nto IV Digital Multimedia Inventions LLC, a Delaware limited liability company,
\nhaving an office at 2711 Centerville Road, Suite 400, Wilmington, DE 19808
\n(“Licensee<\/em>“<\/strong>), the exclusive, worldwide, transferable,
\nsublicensable license of all its rights of any kind conferred by the patents,
\npatent applications, and provisional patent applications listed in the
\nattached Appendix<\/strong><\/em>, including, without limitation, the
\nrights of any kind to, or conferred by, the Patents (defined below) to (a) use
\nor otherwise practice any art, methods, processes, and procedures covered by the
\nPatents, (b) make, have made, use, offer to sell, sell, import, and otherwise
\ndistribute or dispose of any inventions, discoveries, products, services,
\ntechnologies or services covered by the Patents, (c) otherwise exploit any
\nrights granted in the Patents and\/or any invention or discovery described in the
\nPatents, and (d) exclude other Persons from exercising any of such rights.<\/p>\n

The “Patents” include all right, title, and interest that exist today and may
\nexist in the future in and to any and all of the provisional patent
\napplications, patent applications and patents listed in the
\nattached Appendix <\/strong><\/em>and any and all applications,
\npatents, certificates, models, protections, grants, and\/or issuances resulting
\nfrom the rights granted in subsection (a) below.<\/p>\n

Licensor has also assigned, transferred and conveyed to Licensee all right,
\ntitle, and interest in and to:<\/p>\n

(a) rights to apply in any or all countries of the world for patents,
\ncertificates of invention, utility models, industrial design protections, design
\npatent protections, or other governmental grants or issuances of any type
\nrelated to any of the Patents and the inventions and discoveries therein
\nincluding the right to claim priority to any of the Patents (including, without
\nlimitation, continuation, division and continuation-in-part priority), with the
\nresulting applications, patents, certificates, models, protections, grants,
\nand\/or issuances also being included under the definition of Patents;<\/p>\n

(b) all causes of action and enforcement rights of any kind (whether such
\nclaims, causes of action or enforcement rights are known or unknown; currently
\npending, filed, to be filed, or otherwise) under the Patents and\/or under or on
\naccount of any of the Patents for past, current and future infringement of the
\nPatents, including without limitation, all rights to (i) pursue and collect
\ndamages, profits and awards of whatever nature recoverable, (ii) injunctive
\nrelief, (iii) other remedies, and (iv) compromise and\/or settle all such claims,
\ncauses of action and enforcement rights, for such infringement by granting an
\ninfringing party a sublicense or otherwise; and<\/p>\n

(c) rights to collect royalties or other payments under or on account of any
\nof the Patents or any of the foregoing.<\/p>\n

S<\/strong>CHEDULE<\/strong> B <\/strong>\n<\/p>\n

\n

The preparation, filing, prosecution, maintenance and defense of the Patents
\nwill be under Licensee153s exclusive control and discretion, in all pertinent
\ngovernmental patent offices anywhere in the world.<\/p>\n

Licensor hereby irrevocably grants Licensee the exclusive power to grant one
\nor more powers of attorney with respect to the Patents and the exclusive
\ndiscretion to transfer that right to Licensee153s agent(s) or representative(s)
\nthat Licensee may designate one or more time, now or in the future. Licensor
\nunderstands that execution of this document confers on any attorney(s) or
\nagent(s) to whom Licensee may grant a power of attorney the exclusive right to
\ncorrespond with any patent office with repect to the Patents, and that this
\ndocument does not create an attorney – client relationship with such
\npractitioners to whom Licensee grants powers of attorney pursuant to this
\nparagraph.<\/p>\n

IN WITNESS WHEREOF this Memorandum of Exclusive License\/Rights is executed at
\nBeaverton, Oregon on October 5, 2010.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

LICENSOR<\/u>:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

DIGIMARC CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Robert Chamness<\/p>\n<\/td>\n<\/tr>\n

\n

Chief Legal Officer and Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

STATE OF OREGON<\/p>\n<\/td>\n

<\/td>\n\n

)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

) ss.<\/p>\n<\/td>\n<\/tr>\n

\n

COUNTY OF WASHINGTON<\/p>\n<\/td>\n

<\/td>\n\n

)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ATTESTATION OF SIGNATURE PURSUANT TO 28 U.S.C. \u00a7 1746
\n<\/strong><\/p>\n

The undersigned witnessed the signature of Robert Chamness to the above
\nAssignment of Patent Rights on behalf of Digimarc Corporation and makes the
\nfollowing statements:<\/p>\n

1. I am over the age of 18 and competent to testify as to the facts in this
\nAttestation block if called upon to do so.<\/p>\n

2. Robert Chamness is personally known to me (or proved to me on the basis of
\nsatisfactory evidence) and appeared before me on October 5, 2010 to<\/p>\n

S<\/strong>CHEDULE<\/strong> B <\/strong>\n<\/p>\n

\n

execute the above Assignment of Patent Rights on behalf of Digimarc
\nCorporation.<\/p>\n

3. Robert Chamness subscribed to the above Assignment of Patent Rights on
\nbehalf of Digimarc Corporation.<\/p>\n

I declare under penalty of perjury under the laws of the United States of
\nAmerica that the statements made in the three(3) numbered paragraphs immediately
\nabove are true and correct.<\/p>\n

EXECUTED on October 5, 2010<\/p>\n

_________________________________________<\/p>\n

Print Name:_______________________________<\/p>\n

S<\/strong>CHEDULE<\/strong> B <\/strong>\n<\/p>\n

\n

APPENDIX <\/strong><\/p>\n<\/p>\n

******** [omitted]<\/p>\n<\/p>\n

SCHEDULE C <\/u><\/strong><\/p>\n

TRANSFER OF RIGHTS IN ABANDONED ASSETS
\n<\/u><\/strong><\/p>\n

Digimarc Corporation, an Oregon corporation, having offices at 9405 SW Gemini
\nDrive, Beaverton, OR 97008, (“Licensor<\/em>“<\/strong>), has granted
\nto IV Digital Multimedia Inventions LLC, a Delaware limited liability company,
\nhaving an office at 2711 Centerville Road, Suite 400, Wilmington, DE 19808
\n(“Licensee<\/em>“<\/strong>), the exclusive, worldwide, transferable,
\nsublicensable license of all its rights of any kind conferred by the patents,
\npatent applications, and provisional patent applications listed in the
\nattached Appendix<\/strong><\/em>.<\/p>\n

Licensor assigns to Licensee the rights, if any, to revive prosecution of
\nclaims under such assets and to sue or otherwise enforce any claims under such
\nassets for past, present or future infringement.<\/p>\n

Licensor hereby authorizes the respective patent office or governmental
\nagency in each jurisdiction to make available to Licensee all records regarding
\nthe Abandoned Assets.<\/p>\n

DATED this 5th day of October, 2010.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

LICENSOR:<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

DIGIMARC CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Robert Chamness<\/p>\n<\/td>\n<\/tr>\n

\n

Chief Legal Officer and Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S<\/strong>CHEDULE<\/strong> C <\/strong>\n<\/p>\n

\n

APPENDIX <\/strong><\/p>\n<\/p>\n

******** [omitted]<\/p>\n<\/p>\n

SCHEDULE D <\/u><\/strong><\/p>\n

LIST OF DELIVERABLES <\/u><\/strong><\/p>\n

Licensor will cause the following to be delivered to Licensee, or Licensee153s
\nrepresentative, within 14 days of closing for files necessary to respond to
\nfinal deadlines of actions due for Live Assets within three months after
\nclosing, and for remaining items pertaining to Live Assets within 45 days of
\nclosing, and for remaining items pertaining to Abandoned Assets, within 45 days
\nof a request by Licensee, but no earlier than 90 days after closing:<\/p>\n

(a) U.S. Patents<\/u>. For each item of the Patents that is an issued
\nUnited States patent<\/u>, and for each Abandoned Asset to which any Live Asset
\nclaims priority to such issued U.S. patent (whether a patent or similar
\nprotection has been issued or granted), a copy of<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Assignment Agreement(s),<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

conception and reduction to practice materials, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

the publicly available file history for Abandoned Assets (to be obtained in
\nboth electronic disk image and hard copy, at Licensee153s option, by Licensee or
\nby Licensor through a vendor designated by Licensee, in all cases for delivery
\ndirectly to Licensee153s representative),<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

the Docket,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

each relevant license and security agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(b) U.S. Patent Applications<\/u>. For each item of the Patents that is a
\nU.S. patent application, a copy of<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

the patent application, as filed,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

if unpublished, a copy of the filing receipt and the non-publication request,
\nif available,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

the Assignment Agreement(s),<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

the Docket,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

all available conception and reduction to practice materials,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

\n

evidence of foreign filing license (or denial thereof),<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

\n

each relevant license and security agreement, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(viii)<\/p>\n<\/td>\n

\n

the Prosecution History Files;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(c) Common Interest Agreement<\/u>. Licensor will deliver any Initial
\nDeliverables to be delivered by Licensor under paragraph (b) above to Licensee153s
\nlegal counsel, together with two (2) executed originals of the Common Interest
\nAgreement.<\/p>\n

(d) Non-U.S<\/u>. For each Live Asset for which a non-United States patent
\nor similar protection has been issued or granted, a copy of<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

the certificate for patent prosecution issued by the applicable government,
\nif available<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

each pending foreign application<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

the Docket,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

the Assignment Agreement(s),<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

applicant name change, if necessary, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

\n

each relevant license and security agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(e) Thorough Search\/Declaration<\/u>. If originals of the Initial
\nDeliverables are not available and the required copies are not delivered to
\nLicensee prior to Closing, Licensor will cause (i) such copies of the Initial
\nDeliverables to be sent to Licensee or Licensee153s representative promptly if and
\nafter such originals are located and (ii) an appropriate executive officer of
\nLicensor to deliver to Licensee a declaration, executed by such officer under
\npenalty of perjury, detailing Licensor153s efforts to locate such unavailable
\noriginal documents and details regarding how delivered copies were obtained.\n<\/p>\n

Capitalized terms used in this Schedule D are defined in the Patent License
\nAgreement to which this Schedule D is attached.<\/p>\n

S<\/strong>CHEDULE<\/strong> D <\/strong>\n<\/p>\n

\n

SCHEDULE 2.1 <\/u><\/strong><\/p>\n

PAYMENT SCHEDULE FOR LICENSE ISSUE FEE
\n<\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Payment<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Closing<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,600,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

November 15, 2010<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,675,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

February 15, 2011<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,750,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

May 16, 2011<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,825,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

August 15, 2011<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,875,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

November 15, 2011<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,950,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

February 15, 2012<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,025,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

May 15, 2012<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,100,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

August 15, 2012<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,175,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

November 15, 2012<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,250,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

February 15, 2013<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,350,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

May 15, 2013<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,425,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S<\/strong>CHEDULE<\/strong> 2.1
\n<\/strong><\/p>\n

\n

SCHEDULE 2.3 <\/u><\/strong><\/p>\n

PORTFOLIO MONETIZATION ALLOCATION METHODOLOGY
\n<\/u><\/strong><\/p>\n

Licensee and\/or its Affiliates will rank each of the patents and patent
\napplications included in the Portfolio Monetization as of the date of the
\napplicable Portfolio Monetization in one of the following four categories:<\/p>\n

Category R1: patents and patent applications actually asserted against the
\nlicensee and discussed in detail during the discussions leading to the Revenue
\n(i.e., named, analyzed and discussed in the assertion materials and
\nnegotiations);<\/p>\n

Category R2: patents and patent applications specifically mentioned but not
\ndiscussed in detail in the discussions leading to the Revenue (i.e., listed as
\none of the patents that the licensee might infringe or need to license);<\/p>\n

Category R3: patents and patent applications in the same patent class code as
\none or more R1 or R2 patents and patent applications (i.e., not asserted or
\nspecifically mentioned, but, as evidenced by its class code, may have been
\ninfringed or needed to be licensed by the licensee); and<\/p>\n

Category R4: all other patents and patent applications included in the
\nPortfolio Monetization.<\/p>\n

Portfolio Profit will be allocated among the patents and patent applications
\nincluded in the Portfolio Monetization according to the following formula
\n(except, and to the extent, a Portfolio Monetization specifically assigns
\nallocations otherwise):<\/p>\n

P = R * (VA\/PN<\/sub>)<\/p>\n

Where:<\/p>\n

P = Portfolio Profit allocated to each patent and\/or patent application
\nincluded in a Portfolio Monetization in one of the four categories<\/p>\n

R = Portfolio Profit<\/p>\n

VA = Value Allocation for that patent category (see below)<\/p>\n

PN<\/sub> = Aggregate number of patents or patent applications from that
\ncategory included in the Portfolio Monetization<\/p>\n

The Value Allocations for the four categories are:<\/p>\n

R1 = 55%<\/p>\n

R2 = 27.5%<\/p>\n

R3 = 13.75%<\/p>\n

R4 = 3.75%<\/p>\n

S<\/strong>CHEDULE<\/strong> 2.3
\n<\/strong><\/p>\n

\n

EXHIBIT A <\/u><\/strong><\/p>\n

COMMON INTEREST AGREEMENT <\/strong><\/p>\n

THIS COMMON INTEREST AGREEMENT (“Agreement”<\/strong>) is entered into
\nbetween the undersigned legal counsel, for themselves and on behalf of the
\nparties they represent (as indicated below).<\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

Background. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1.1 Invention Law Group, P.C. and IV Digital Multimedia Inventions, LLC, a
\nDelaware limited liability company (collectively the “IV
\nEntities<\/em>“<\/strong>), and Digimarc Corporation
\n(“Digimarc”<\/strong>) (the IV Entities and Digimarc are sometimes
\nhereafter referred to herein as a “party”<\/strong> or the
\n“parties”<\/strong>), have entered into a Patent License Agreement and
\nother transaction agreements with respect to certain patents (including their
\npatent applications filed or to be filed throughout the world). This transaction
\nwill at least generate patent prosecution, patent portfolio monetization and
\npatent licensing work (the “Patent Matters”<\/strong>).<\/p>\n

1.2 The parties have a common interest concerning the Patent Matters and have
\nagreed to treat their communications and those of their respective legal Counsel
\n(“Counsel<\/strong>“) concerning the Patent Matters as protected by the
\ncommon interest privilege. Furtherance of the Patent Matters requires the
\nexchange of proprietary documents and information, the joint development of
\nlegal strategies and the exchange of attorney work product developed by the
\nparties and their respective Counsel.<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

Common Interest. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2.1 The parties have a common, joint and mutual legal interest in cooperating
\nwith each other, to the extent permitted by law, to share information that one
\nparty asserts is protected by the attorney-client privilege and\/or by the work
\nproduct doctrine with respect to the Patent Matters. The parties shall cause any
\nCounsel who may participate in this Agreement to be bound by its terms.<\/p>\n

2.2 In order to further their common interest, the parties and their Counsel
\nmay exchange their own privileged and work product information, orally and in
\nwriting, including, without limitation, factual analyses, mental impressions,
\nlegal memoranda, source materials, draft legal documents, prosecution history
\nfiles, analysis of the validity or infringement of patent claims and other
\ninformation (hereinafter “Common Interest Materials”<\/strong>). The sole
\npurpose for the exchange of the Common Interest Materials is to support the
\nparties153 common interest with respect to the Patent Matters. Any Common Interest
\nMaterials exchanged shall continue to be protected under all applicable
\nprivileges and no such exchange shall constitute a waiver of any applicable
\nprivilege or protection.<\/p>\n\n\n\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

Relationship; Additions; Termination. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3.1 This Agreement does not create any agency or similar relationship among
\nthe parties. Neither party nor their respective Counsel has the authority to
\nwaive any applicable privilege or doctrine on behalf of any other party.<\/p>\n

3.2 Nothing in this Agreement affects the separate and independent
\nrepresentation of each party by its respective Counsel or creates an attorney
\nclient relationship between the Counsel for a party and the other party to this
\nAgreement.<\/p>\n

3.3 This Agreement shall continue until the earlier of:<\/p>\n

(a) the end of the term, or termination by either party, of the Patent
\nLicense Agreement; or<\/p>\n

(b) until such time as either party exercises its ability to withdraw from
\nand terminate the Agreement by thirty (30) days written notice if, in either
\nparties153 reasonable judgment, the interests of the parties are no longer
\nsufficiently aligned to have a common interest concerning the Patent Matters.\n<\/p>\n

3.4 Notwithstanding termination, this Agreement shall continue to protect all
\nCommon Interest Materials disclosed prior to termination. Sections 3 and 4 shall
\nsurvive termination of this Agreement.<\/p>\n\n\n\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

General Terms. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4.1 This Agreement is governed by the laws of the State of Washington,
\nwithout regard to its choice of law principles to the contrary. In the event any
\nprovision of this Agreement is held by any court of competent jurisdiction to be
\nillegal, void or unenforceable, the remaining terms shall remain in effect.
\nFailure of either party to enforce any provision of this Agreement shall not be
\ndeemed a waiver of future enforcement of that or any other provision.<\/p>\n

4.2 The parties agree that a breach of this Agreement may result in
\nirreparable injury, that money damages would not be a sufficient remedy and that
\nthe disclosing party shall be entitled to seek equitable relief, including
\ninjunctive relief, as a non-exclusive remedy for any such breach.<\/p>\n

4.3 Notices given under this Agreement shall be given in writing and
\ndelivered by messenger or overnight delivery service to a party and their
\nrespective Counsel at their last known address, and shall be deemed to have been
\ngiven on the day received.<\/p>\n

4.4 This Agreement is effective and binding upon each party as of the date it
\nis signed by or on behalf of a party and may be amended only by a writing signed
\nby or on behalf of each party. This Agreement may be executed in counterparts.
\nAny signature reproduced or transmitted via email of a .pdf file, photocopy,
\nfacsimile or other process of complete and accurate reproduction and
\ntransmission shall be considered an original for purposes of this Agreement.\n<\/p>\n

E<\/strong>XHIBIT<\/strong> A <\/strong>\n<\/p>\n

\n

This Agreement is being executed by each of the undersigned Counsel with the
\nfully informed authority and consent of the respective party it represents.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Counsel for Digimarc Corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Robert Chamness<\/p>\n<\/td>\n<\/tr>\n

\n

Chief Legal Officer and Secretary<\/p>\n<\/td>\n<\/tr>\n

\n

October 5, 2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Counsel for Invention Law Group, P.C.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

John Bove<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Counsel for IV Digital Multimedia Inventions, LLC<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Thomas J. Hall<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Common Interest Agreement]
\n<\/strong><\/p>\n

E<\/strong>XHIBIT<\/strong> A <\/strong>\n<\/p>\n

\n

EXHIBIT C <\/u><\/strong><\/p>\n

JOINT PRESS RELEASE <\/u><\/strong><\/p>\n<\/p>\n

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