{"id":42659,"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-rights-agreement-digimarc-corp-and-iv-digital.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"patent-rights-agreement-digimarc-corp-and-iv-digital","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/patent-rights-agreement-digimarc-corp-and-iv-digital.html","title":{"rendered":"Patent Rights Agreement – Digimarc Corp. and IV Digital Multimedia Inventions, LLC"},"content":{"rendered":"

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

This PATENT RIGHTS AGREEMENT (this “Agreement<\/em>“<\/strong>) is
\nentered into, as of the Effective Date (defined below), by and among Digimarc
\nCorporation, an Oregon corporation, with an address at 9405 SW Gemini Drive,
\nBeaverton, OR 97008 (“Licensor<\/em>“<\/strong>), and IV Digital
\nMultimedia Inventions, LLC, a Delaware limited liability company, with an
\naddress at 2711 Centerville Road, Suite 400, Wilmington, DE 19808
\n(“Licensee<\/em>“<\/strong>). The parties hereby agree as follows:\n<\/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 Licensor and Licensee have entered into a patent license agreement, which
\nis dated of even date herewith (“Patent License
\nAgreement”<\/em><\/strong>), pursuant to which Licensor has agreed, subject to the
\nterms of the Patent License Agreement, to license exclusively to Licensee
\ncertain patents.<\/p>\n

1.2 Licensor and Licensee desire to provide one another with additional
\nrights with respect to the Licensed Patents, all as further described below.
\nThis Agreement will be of no force or effect unless the Closing has occurred
\nunder the Patent License Agreement.<\/p>\n\n\n\n
\n

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

\n

Certain Definitions <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Acquisition Transaction<\/em><\/strong>” has the meaning set forth
\nin subsection 3.3.<\/p>\n

“Effective Date<\/em>“<\/strong> means the later of the date set
\nforth on the signature page of this Agreement or the date of the simultaneous
\nClosings under the Patent License Agreement and the other Transaction
\nAgreements.<\/p>\n

“Licensed Patents” <\/em><\/strong>means Patents licensed to
\nLicensee under the Patent License Agreement.<\/p>\n

“Litigation Notice” <\/em><\/strong>means a written notice from
\nLicensee to Licensor specifying a Patent with respect to which Licensee, at the
\ntime of such notice, believes there is a possibility of commencement of
\nlitigation against a third party within a reasonable time following the date of
\nsuch notice.<\/p>\n

“Option” <\/em><\/strong>has the meaning set forth in subsection
\n3.1.<\/p>\n

“Option Notice” <\/em><\/strong>has the meaning set forth in
\nsubsection 3.2.<\/p>\n

“Optioned Patents” <\/em><\/strong>means the Licensed Patents for
\nwhich Licensee has exercised the Option.<\/p>\n

“Option Price”<\/em><\/strong> has the meaning set forth in
\nsubsection 3.1.<\/p>\n

“Patent License Agreement” <\/em><\/strong>has the meaning set
\nforth in subsection 1.1.<\/p>\n

“Put Patents” <\/em><\/strong>means the Licensed Patents for which
\nLicensor has exercised the Put Right.<\/p>\n

“Put Notice”<\/em><\/strong> has the meaning set forth in
\nsubsection 4.2(b).<\/p>\n

\n

“Put Price” <\/em><\/strong>has the meaning set forth in subsection
\n4.1.<\/p>\n

“Put Right”<\/em><\/strong> has the meaning set forth in subsection
\n4.1.<\/p>\n

“Security Interest” <\/em><\/strong>has the meaning set forth in
\nsubsection 5.1.<\/p>\n

In addition, the terms “Closing”, “Existing Encumbrances”, “Patents”, “Profit
\nParticipation” and “Transaction Agreements”, as well as any other capitalized
\nterms defined in the Patent License Agreement and not defined herein, shall have
\nthe meanings assigned to such terms in the Patent License Agreement.<\/p>\n\n\n\n
\n

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

\n

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

3.1 Grant of Option<\/u>. Licensor hereby grants Licensee an exclusive
\noption (the “Option”<\/em><\/strong>) to purchase the entire right,
\ntitle and interest to all or any number of patents and\/or patent applications
\nidentified as Licensed Patents, subject to: (i) the rights previously granted to
\nLicensee under the Patent License Agreement and (ii) the licenses set forth in
\nSchedule 7.5 <\/em><\/strong>of the Patent License Agreement and the
\nGrant Back License Agreement, for a purchase price of One Thousand U.S. Dollars
\n(US $1,000) (the “Option Price”<\/em><\/strong>) for each patent or
\npatent application, subject to and in accordance with the terms and conditions
\nset forth in this Section 3.<\/p>\n

3.2 Exercise of Option<\/u>. The Option may be exercised by Licensee
\nsending to Licensor a written notice of exercise (the “Option
\nNotice”<\/em><\/strong>). The Option Notice will include an identification of the
\nparticular patents and\/or patent applications for which the Option is being
\nexercised. Within twenty (20) business days following receipt of an Option
\nNotice, the Licensor will enter into a Patent Purchase Agreement with Licensee
\nfor the relevant Optioned Patents in the form agreed by the parties pursuant to
\nsubsection 3.6 below.<\/p>\n

The closing of each purchase of Optioned Patents shall be conditioned upon
\npayment in full of the Option Price to Licensor for such Optioned Patents.<\/p>\n

The assignment to Licensee of any Optioned Patents pursuant to this Section 3
\nwill not affect Licensor153s rights to receive Profit Participation with respect
\nto such Optioned Patents, which rights shall continue in accordance with the
\nterms of the Patent License Agreement.<\/p>\n

3.3 Notice and Opportunity to Exercise in Event of Acquisition of
\nLicensor<\/u>. Licensor hereby agrees that, in the event it enters into a
\ndefinitive agreement providing for a merger of Licensor with or into any third
\nparty, a tender offer for, or the purchase of, a majority of the outstanding
\nshares of stock of Licensor, the purchase of all or substantially all of the
\nassets of Licensor, or any similar transaction (an “Acquisition
\nTransaction<\/em>“<\/strong>), (a) Licensor will provide written notice to
\nLicensee of such event at least forty-five (45) days prior to the closing of
\nsuch Acquisition Transaction other than an Acquisition Transfer involving a
\ntender offer, and twenty (20) business days prior to the closing of an
\nAcquisition Transaction involving a tender offer, and (b) Licensee shall have
\nthirty (30) days following receipt of such notice to elect whether or not to
\ndeliver an Option Notice, and if Licensee delivers an Option Notice during such
\ntime period, Licensor and Licensee will enter into a Patent Purchase Agreement,
\nin the form agreed by the parties pursuant to subsection 3.6 below, with respect
\nto the Optioned Patents<\/p>\n

-2-<\/p>\n

\n

referenced in the Option Notice and will close such purchase transaction,
\nprior to the closing of such Acquisition Transaction.<\/p>\n

3.4 No Obligation to Exercise<\/u>. Licensee is under no obligation to
\nexercise the Option. Licensee may exercise the Option for one or any number of
\nLicensed Patents. The Option may be exercised by Licensee an unlimited number of
\ntimes, and Licensee may, in its sole discretion and at any time, exercise,
\nterminate (subject to subsection 3.5), or refuse to take any action with respect
\nto the Option.<\/p>\n

3.5 Termination of Option<\/u>. Other than termination of this Agreement
\nunder subsection 8.4, the Option will terminate only upon written notice of
\ntermination from the Licensee, and will not terminate or expire for any other
\nreason.<\/p>\n

3.6 Form of Patent Purchase Agreement<\/u>. Within twenty (20) days
\nfollowing the Effective Date, the parties will negotiate in good faith and agree
\nto a form of Patent Purchase Agreement that (a) is consistent with Licensee153s
\nstandard form agreement for acquisition of patents and patent applications, and
\n(b) reflects the applicable terms and conditions from the Patent License
\nAgreement.<\/p>\n\n\n\n
\n

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

\n

Put Right <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4.1 Grant of Put Right<\/u>. Licensee hereby grants Licensor the right to
\nput to the Licensee the entire right, title and interest to all or any number of
\npatents within the Licensed Patents (the “Put
\nRight”<\/em><\/strong>), subject to: (i) the rights previously granted to Licensee
\nunder the Patent License Agreement and (ii) the licenses specifically set forth
\nin Schedule 7.5<\/em><\/strong> of the Patent License Agreement and
\nthe Grant Back License Agreement, for a sale price to Licensee of One Thousand
\nU.S. Dollars (US $1,000) (the “Put Price”<\/em><\/strong>) for each
\npatent, subject to and in accordance with the terms and conditions set forth in
\nthis Section 4.<\/p>\n

4.2 Exercise of Put Right<\/u>.<\/p>\n

(a) Exercise of Put Right<\/u>. Licensor may exercise the Put Right only
\n(i) following receipt by Licensor of a Litigation Notice from Licensee, (ii) in
\nthe event that Licensor receives a written notice from one of its customers
\n(including existing patent licensees of Licensor) that Licensee has produced
\nclaim charts for particular Licensed Patents with respect to products or
\nservices of the customer, or (iii) in the event that Licensor learns that it has
\nbeen named by a third party as a party in a declaratory judgment involving any
\nof the Licensed Patents as a direct result of Licensee153s threatened or actual
\ncommencement of any action or proceeding against such third party for
\ninfringement of the Licensed Patents.<\/p>\n

Notwithstanding anything to the contrary herein, in no event may Licensor
\nexercise the Put Right with respect to any Licensed Patents that are involved in
\nany threatened or actual action or proceeding other than either an action or
\nproceeding that is commenced by Licensee or an action or proceeding that
\ndirectly relates to an action or proceeding threatened or commenced by Licensee
\nwith respect to infringement of the Licensed Patents.<\/p>\n

Any exercise of the Put Right will be limited to the particular Licensed
\nPatents that are relevant to the applicable event described in (i), (ii) or
\n(iii) above.<\/p>\n

-3-<\/p>\n

\n

(b) Put Notice<\/u>. Licensor may exercise the Put Right pursuant to the
\nforegoing subsection 4.2(a) only by sending written notice of such exercise to
\nLicensee (the “Put Notice”<\/em><\/strong>). The Put Notice will
\ninclude identification of the particular patent or patents for which the Put
\nRight is being exercised and a description of the applicable event giving rise
\nto Licensor153s right to exercise the Put Right pursuant to subsection 4.2(a). The
\nPut Notice must be received by Licensee no more than thirty (30) days following
\nthe date of the applicable event giving rise to Licensor153s right to exercise the
\nPut Right. Within twenty (20) business days following Licensee153s receipt of a
\nPut Notice, Licensor and Licensee will enter into a Patent Purchase Agreement
\nfor Licensed Patents in the form agreed by the parties pursuant to subsection
\n3.6 for the relevant Put Patents.<\/p>\n

Licensee shall pay the Put Price to Licensor for the relevant Put Patents
\nwithin ten (10) business days of the effective date of the Patent Purchase
\nAgreement.<\/p>\n

The assignment to Licensee of any patents pursuant to this Section 4 will not
\naffect Licensor153s right to Profit Participation with respect to such patents,
\nwhich right shall continue in accordance with the terms of the Patent License
\nAgreement.<\/p>\n

4.3 No Obligation to Exercise<\/u>. Licensor is under no obligation to
\nexercise the Put Right. Licensor may exercise the Put Right for one or any
\nnumber of patents, subject to the limitations set forth in subsection 4.2(a).
\nThe Put Right may be exercised by Licensor an unlimited number of times, subject
\nto the limitations set forth in subsection 4.2(a), and Licensor may, in its sole
\ndiscretion and at any time, terminate or refuse to take any action with respect
\nto the Put Right.<\/p>\n

4.4 Termination of Put Right<\/u>. Other than termination of this Agreement
\nunder subsection 8.4, the Put Right will terminate only upon written notice of
\ntermination from Licensor, and the Put Right will not terminate or expire for
\nany other reason.<\/p>\n\n\n\n
\n

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

\n

Security Interest in Each Licensed Patent <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5.1 Security Interest<\/u>. Subject to the terms of the Patent License
\nAgreement, and subject to the Existing Encumbrances, in order to secure
\nLicensor153s current and future obligations under the Patent License Agreement,
\nunder this Agreement (including, without limitation, Licensor153s obligation to
\nassign to Licensee all right, title and interest to the Option Patents following
\nexercise of the Option in accordance with the terms of Section 3), and under the
\nescrow agreement that the parties will enter into pursuant to subsection 6.3
\nbelow, Licensor hereby grants Licensee, from and after the date of Closing under
\nthe Patent License Agreement, a first priority security interest (each a
\n“Security Interest”<\/em><\/strong>) in and to all Licensor153s right,
\ntitle, and interest in, to and under all of the following, whether now or
\nhereafter existing, or now owned or hereafter acquired:<\/p>\n

(a) each of the Licensed Patents;<\/p>\n

(b) 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
\nrelating to any the Licensed Patents and the inventions and discoveries therein;\n<\/p>\n

-4-<\/p>\n

\n

(c) all causes of action (whether known or unknown or whether currently
\npending, filed, or otherwise) and other enforcement rights under, or on account
\nof the Licensed Patents, including, without limitation, all causes of action and
\nother enforcement rights for (i) damages, (ii) injunctive relief, and (iii) any
\nother remedies of any kind, in each case for past, current, and future
\ninfringement; and<\/p>\n

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

Notwithstanding anything to the contrary herein, the parties acknowledge and
\nagree that Licensor will retain the right (and obligation) to collect any
\npayments that are or become due or owing to Licensor as a result of payment
\nobligations under any of the Existing Encumbrances.<\/p>\n

5.2 Authorization to File<\/u>. Licensor hereby irrevocably (so long as
\nthis Agreement remains in effect) authorizes Licensee at any time, and from time
\nto time, to file with the U.S. Patent and Trademark Office or in any other
\nrelevant governmental office or jurisdiction, for the purpose of the recording,
\nregistering and filing of, or accomplishing any other formality with respect to,
\nthe applicable Security Interest, to execute and deliver any and all agreements,
\ndocuments, instruments of assignment or other papers necessary or advisable to
\neffect such purpose, with or without signature of Licensor.<\/p>\n

5.3 Further Cooperation<\/u>. At the reasonable request of Licensee, and
\nprovided that Licensee will be responsible for payment of any related filing
\nfees, Licensor will execute and deliver such other instruments and do and
\nperform such other acts and things as may be reasonably necessary or desirable
\nfor effecting completely the consummation of the transactions contemplated in
\nthis Section 5, including, without limitation, execution, acknowledgment and
\nrecordation of other such papers, and using reasonable efforts to obtain the
\nsame from the respective inventors, as necessary or desirable for fully
\nperfecting and maintaining for Licensee the benefit of the Security Interest for
\neach applicable Licensed Patent.<\/p>\n

5.4 Termination<\/u>. Upon termination of this Agreement in accordance with
\nsubsection 8.4, the security interest granted hereunder shall terminate.<\/p>\n\n\n\n
\n

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

\n

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

6.1 No Transfer or Encumbrance of Licensed Patents<\/u>. Licensor covenants
\nand agrees that it will not:<\/p>\n

(a) sell, assign, pledge, hypothecate or otherwise transfer any or all of the
\nLicensed Patents or any rights relating thereto, other than assignments to
\nLicensee as contemplated under Sections 3 and 4 above; or<\/p>\n

(b) place on any or all of the Licensed Patents, or grant with respect to any
\nor all of the Licensed Patents, any lien, security interest, adverse claim of
\ntitle, ownership or right to use, license, covenant not to sue, claim or other
\nencumbrance except (i) the Security Interest granted to the Licensee under
\nSection 5 above, and (ii) the rights granted pursuant to subsection 2.4 of the
\nWork Agreement to be entered into between Licensor and Licensee.<\/p>\n

-5-<\/p>\n

\n

6.2 Notice of Licensor Liabilities<\/u>. In the event that, after the
\nEffective Date, Licensor takes on (or becomes aware of) any indebtedness or
\nfinancial liabilities or obligations (actual or contingent, but excluding trade
\npayables incurred in the ordinary course of business) representing (either
\nindividually or in the aggregate) an obligation in excess of $1,000,000,
\nLicensor will provide Licensee with written notice thereof within five (5)
\nbusiness days following the date of Licensor153s taking on (or becoming aware of)
\nsuch indebtedness, liabilities or obligations. In addition, in the event that
\nLicensor defaults, or becomes aware of any facts or circumstances that cause
\nLicensor to become reasonably likely to default, on any of such indebtedness or
\nother obligations of Licensor, Licensor will provide Licensee with written
\nnotice thereof as soon as practicable, but in no event more than five (5)
\nbusiness days following Licensor153s default or Licensor153s becoming aware of the
\nfacts or circumstances that cause Licensor to become reasonably likely to
\ndefault, as applicable.<\/p>\n

6.3 Escrow Agreement<\/u>. Within twenty (20) days following the Effective
\nDate, the parties will enter into an escrow agreement with an escrow agent to be
\nmutually agreed upon between the parties, and Licensor will deliver to the
\nescrow agent (a) irrevocable powers of attorney in favor of the escrow agent
\nand\/or irrevocable fully executed assignment documents (in a form approved by
\nLicensee), as agreed upon by the escrow agent, which documents will be
\nsufficient to assign to Licensee all right, title and interest to the Option
\nPatents following any exercise of the Option, at any time, in accordance with
\nthe terms of Section 3, and (b) such other executed documents, files or other
\nitems as may be reasonably requested by the escrow agent or Licensee to
\nfacilitate any such assignment pursuant to Section 3.<\/p>\n

6.4 License to Certain Additional Patents<\/u>. Within twenty (20) days
\nfollowing the Effective Date, the parties will negotiate in good faith and agree
\nto a form of Nonexclusive License Agreement that is derived from the draft
\npreviously provided by Licensor to Licensee (with opportunity for Licensee to
\nprovide comments on such draft), and which shall apply with respect to the
\nadditional patents and patent rights specified in such draft.<\/p>\n\n\n\n
\n

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

\n

Representations and Warranties; Disclaimer; Limitation of Liability;
\nExclusions of Certain Damages <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7.1 Representations, Warranties and Covenants of Licensor<\/u>. Each of the
\nrepresentations, warranties and covenants of Licensor in the Patent License
\nAgreement that, by its express terms (e.g. apply to the “Transaction
\nAgreements”) apply to this Agreement, are hereby incorporated by reference into
\nand made a part of this Agreement and are hereby made and given by Licensor.\n<\/p>\n

7.2 Representations, Warranties and Covenants of Licensee<\/u>. Each of the
\nrepresentations, warranties and covenants of Licensee in the Patent License
\nAgreement that, by its express terms (e.g. apply to the “Transaction
\nAgreements”) apply to this Agreement, are hereby incorporated by reference into
\nand made a part of this Agreement and are hereby made and given by Licensee.\n<\/p>\n

7.3 Disclaimer of Representations and Warranties<\/u>. EXCEPT AS SET FORTH
\nIN SUBSECTIONS 7.1 AND 7.2 ABOVE, NO PARTY MAKES ANY REPRESENTATION OR WARRANTY,
\nAND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION,
\nTHE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
\nNOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, INCLUDING WITHOUT LIMITATION
\nANY EXERCISE OF THE PUT RIGHT SET FORTH IN SECTION 4 FOLLOWING<\/p>\n

-6-<\/p>\n

\n

LICENSEE153S PROVIDING A LITIGATION NOTICE TO LICENSOR, LICENSEE WILL HAVE NO
\nOBLIGATION TO COMMENCE OR CONTINUE ANY LITIGATION WITH RESPECT TO ANY LICENSED
\nPATENTS.<\/p>\n

7.4 Exclusion of Certain Damages<\/u>. NO PARTY WILL HAVE ANY OBLIGATION OR
\nLIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR
\nOTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR
\nIMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY), FOR COVER OR
\nFOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR
\nEXEMPLARY DAMAGES FOR LOSS OF REVENUE, PROFIT (EXCEPT TO THE EXTENT PROFIT
\nBECOMES DUE AND PAYABLE IN ACCORDANCE WITH SUBSECTION 2.2 OF THE PATENT LICENSE
\nAGREEMENT), SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO THIS
\nAGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE
\nPOSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF
\nSUCH POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER
\nTHIS AGREEMENT.<\/p>\n

7.5 Compliance with Laws<\/u>. Notwithstanding anything contained in this
\nAgreement to the contrary, the obligations of the parties with respect to the
\nconsummation of the transactions contemplated by this Agreement shall be subject
\nto all laws, present and future, of any government having jurisdiction over the
\nparties and this transaction, and to orders, regulations, directions or requests
\nof any such government.<\/p>\n\n\n\n
\n

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

\n

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

8.1 Confidentiality<\/u>. This Agreement shall be subject to the
\nconfidentiality and related obligations of subsection 11.1 of the Patent License
\nAgreement, which provision is hereby incorporated by reference and made a part
\nof this Agreement.<\/p>\n

8.2 Relationship of Parties<\/u>. The parties hereto are independent
\ncontractors. Nothing in this Agreement will be construed to create a
\npartnership, joint venture, franchise, fiduciary, employment or agency
\nrelationship between the parties. Neither party has any express or implied
\nauthority to assume or create any obligations on behalf of the other or to bind
\nthe other to any contract, agreement or undertaking with any third party.<\/p>\n

8.3 Assignment; Successors<\/u>. This Agreement can only be assigned by
\nLicensor or Licensee in conjunction with the assignment of the Patent License
\nAgreement by such party in accordance with subsection 11.3 of such Patent
\nLicense Agreement. Subject to the preceding sentence, the terms and conditions
\nof this Agreement will inure to the benefit of Licensor and Licensee, and their
\nrespective successors, assigns and other legal representatives, and will be
\nbinding upon Licensor and Licensee, and their respective successors, assigns,
\nand other legal representatives.<\/p>\n

8.4 Termination<\/u>. The term of this Agreement will commence on the
\nEffective Date and will continue for each Licensed Patent unless and until
\nexpiration or termination of the Patent License Agreement in accordance with
\nsubsection 11.4 of the Patent License Agreement.<\/p>\n

8.5 Survival\/Effect of Termination<\/u>. No termination of this Agreement
\nwill relieve a breaching party of its obligations arising prior to such
\ntermination.<\/p>\n

-7-<\/p>\n

\n

In the event of termination of this Agreement, subsection 11.5 of the Patent
\nLicense Agreement shall apply.<\/p>\n

8.6 Governing Law<\/u>. Any claim arising under or relating to this
\nAgreement will be governed by the laws of the State of Delaware, without regard
\nto choice of law principles to the contrary.<\/p>\n

8.7 Dispute Resolution<\/u>. This Agreement shall be subject to subsection
\n11.9 of the Patent License Agreement, which dispute resolution provisions are
\nhereby incorporated by reference into, and made a part of, this Agreement.<\/p>\n

8.8 Notices<\/u>. All notices required or permitted to be given hereunder
\nwill be in writing, will make reference to this Agreement and will be delivered
\nby hand, or dispatched by prepaid air courier to the addresses set forth on the
\ninitial page of this Agreement. Such notices will be deemed given when received
\nby addressee or, if delivery is not accomplished by reason of some fault of the
\naddressee, when tendered for delivery. Either party may give written notice of a
\nchange of address to the other. After notice of such change has been received,
\nany notice or request will thereafter be given to such party at such changed
\naddress.<\/p>\n

8.9 Severability<\/u>. If any provision of this Agreement is found to be
\ninvalid or unenforceable, then the remainder of this Agreement will have full
\nforce and effect, and the invalid provision will be modified, or partially
\nenforced, to the maximum extent permitted to effectuate the original objective.\n<\/p>\n

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

8.11 Miscellaneous<\/u>. This Agreement, together with the other
\nTransaction Agreements, constitute the entire agreement between the parties with
\nrespect to the subject matter hereof and merges and supersedes all prior and
\ncontemporaneous agreements, understandings, negotiations, and discussions. None
\nof 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 the other Transaction
\nAgreements.<\/p>\n

The section headings contained in this Agreement are for reference purposes
\nonly and will not affect in any way the meaning or interpretation of this
\nAgreement. This Agreement is not intended to confer any right or benefit on any
\nthird party (including, but not limited to, any employee or beneficiary of any
\nparty), 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.<\/p>\n

No oral explanation or oral information by either party hereto will alter the
\nmeaning or interpretation of this Agreement. No amendments or modifications will
\nbe effective unless in writing signed by authorized representatives of each
\nparty. The terms and conditions of this Agreement will prevail notwithstanding
\nany different, conflicting or additional terms and conditions that may appear on
\nany letter, email or other communication or other writing not expressly
\nincorporated into this Agreement.<\/p>\n

-8-<\/p>\n

\n

8.12 Counterparts; Electronic Signature<\/u>. This Agreement may be
\nexecuted in counterparts, each of which will be deemed an original, and all of
\nwhich together constitute one and the same instrument. Each party will execute
\nand promptly deliver to the other parties a copy of this Agreement bearing the
\noriginal signature. Prior to such delivery, in order to expedite the process of
\nentering into this Agreement, the parties acknowledge that a Transmitted Copy of
\nthis Agreement will be deemed an original document. “Transmitted Copy” means a
\ncopy bearing a signature of a party that is reproduced or transmitted via email
\nof a .pdf file, photocopy, facsimile, or other process of complete and accurate
\nreproduction and transmission.<\/p>\n

[The remainder of this page was left blank
\nintentionally] <\/strong><\/p>\n

-9-<\/p>\n

\n

In witness whereof, intending to be legally bound, the parties have executed
\nthis Patent Rights Agreement as of the Effective Date.<\/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\n

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

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

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

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

Chairman and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

State of OREGON<\/p>\n<\/td>\n<\/tr>\n

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

County of:<\/p>\n<\/td>\n

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

Signed or attested before me on October 5, 2010 by<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

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

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

Notary Public : State of Oregon<\/p>\n<\/td>\n<\/tr>\n

\n

My Commission expires:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

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

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

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\n

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

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

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

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

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

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

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

<\/td>\n\n

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

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