{"id":43224,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-for-sale-of-shares-macrovision-corp-and-c-dilla-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-for-sale-of-shares-macrovision-corp-and-c-dilla-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-for-sale-of-shares-macrovision-corp-and-c-dilla-ltd.html","title":{"rendered":"Agreement for Sale of Shares &#8211; Macrovision Corp. and C-Dilla Ltd."},"content":{"rendered":"<pre>[*] = CERTAIN  INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                              DATED 18th June 1999\n\n\n                             (1) PETER ALFRED NEWMAN\n                             DR KEITH GEORGE WARREN\n                             IPR INDUSTRIES LIMITED\n                                COINSHIRE LIMITED\n                                 QUESTER VCT PLC\n                     ABINGWORTH VENTURES LIMITED PARTNERSHIP\n                   ABINGWORTH VENTURES LIMITED PARTNERSHIP \"B\"\n                             ALTA-BERKELEY 111 C.V.\n\n                                 (2) COLIN NUNN\n                                   TOBY GAWIN\n\n                                       and\n\n                           (3) MACROVISION CORPORATION\n\n\n\n\n\n\n\n                          AGREEMENT FOR SALE OF SHARES\n\n\n                                   relating to\n\n                                 C-DILLA LIMITED\n\n\n\n\n\n\n\nTHIS AGREEMENT is made the                                                1999\nBETWEEN:-\n\n(1)  the persons whose names and addresses are set out in Column 1 of Schedule 1\n     Part 1 (\"the Vendors\");\n\n(2)  the persons whose names and addresses are set out in Schedule 1 Part 3 (the\n     \"Warrantors\"); and\n\n(3)  MACROVISION  CORPORATION a Delaware  Corporation whose registered office is\n     at 1341 Orleans Drive Sunnyvale California 94089 (\"the Purchaser\")\n\nWHEREAS:-\n\n(1)  C-DILLA  LIMITED (\"the Company\")  (further  details of which are set out in\n     Schedule  2) was  incorporated  on the 31st day of  January  1992 under the\n     Companies Act 1985 with company  number  2683202 and at the date hereof has\n     an authorised share capital and issued share capital as set out in Schedule\n     2.\n\n(2)  The Vendors are the legal and beneficial  owners of the number and class of\n     shares (issued as fully paid or credited as fully paid) shown against their\n     respective  names  in  Column  2 of  Schedule  1  (constituting  all of the\n     Company's  issued share  capital not already  owned by the  Purchaser)  and\n     which said shares are hereinafter called \"the Sale Shares\".\n\n(3)  The Company is a private company.\n\n(4)  The Vendors have agreed to sell (each according to his aforesaid  interest)\n     and the Purchaser has agreed to purchase all the Sale Shares upon the terms\n     and subject to the conditions hereinafter contained.\n\nNOW IT IS HEREBY AGREED as follows:-\n\n1.   Definitions and Interpretation\n\n     IN this Agreement and in its Schedules the expressions  defined below shall\n     (except where the context otherwise requires) have the following meanings:-\n\n     \"the Accounts\"           the audited  financial  statements  of the Company\n                              comprising a balance sheet profit and loss account\n                              notes  and  directors  report  as at and  for  the\n                              period ended on the Balance Sheet Date\n\n    \"Balance Sheet Date\"      31st December 1998\n\n\n                                       2\n\n\n\n    \"Business\"                the design, development,  production and marketing\n                              of secure  software  products  designed to prevent\n                              the unauthorised use of digital media\n\n\n    \"Business Day\"            a day on which the  clearing  banks in the City of\n                              London are open for business\n\n    \"the Cancellation\n    Agreements\"               the cancellation  agreements in the Agreed Form to\n                              be entered into by the Optionholders  prior to the\n                              Completion Date\n\n    \"the Companies Act\"       the Companies Act 1985\n\n    \"Completion\"              Completion  in accordance  with the  provisions of\n                              Clause 4\n\n    \"Completion Date\"         the 18th June 1999\n\n    \"Cash Consideration\"      the  aggregate  cash  amount  to be  paid  by  the\n                              Purchaser to the Vendors in part consideration for\n                              the  acquisition  of the  Sale  Shares  as set out\n                              opposite their names in Clause 3\n\n    \"Consideration\"           the  Cash   Consideration  and  the  Consideration\n                              Shares\n\n    \"Consideration Shares\"    109,199  shares  of  common  stock,  US$0.001  par\n                              value,  in  the  capital  of the  Purchaser  to be\n                              issued by the  Purchaser to certain of the Vendors\n                              as indicated in Clause 3 in part consideration for\n                              the  acquisition  of such  Vendors' Sale Shares as\n                              set out in clause 3\n\n    \"Covenantor\"              the persons named as such in Clause 6\n\n    \"the Directors\"           those referred to as such in Schedule 2\n\n    \"the Disclosure Letter\"   a letter of even date herewith from the Warrantors\n                              to  the  Purchaser  together  with  the  documents\n                              annexed to such letter\n\n    \"Employees\"               all the employees of the Company at the Completion\n                              Date  particulars  of  which  are  set  out in the\n                              Disclosure Letter\n\n\n                                       3\n\n\n\n\n    \"Encumbrances\"            all and any lien, charge,  encumbrance,  mortgage,\n                              pledge,   security   interest  or  other   adverse\n                              interest,   right,   equity   or   claim   of  any\n                              description\n\n    \"FRS\"                     a financial  reporting  standard issued or adopted\n                              by The Accounting Standards Board Limited\n\n    \"Intellectual Property\n    Rights\"                   any or all of the  following  (whether  written or\n                              unwritten)  and all rights in,  arising out of, or\n                              associated  therewith  anywhere in the world:  (i)\n                              all  United  Kingdom,  international  and  foreign\n                              patents   and   applications   therefor   and  all\n                              reissues, continuations, divisionals, renewals and\n                              extensions  thereof;  (ii) all inventions (whether\n                              patentable   or   not),   invention   disclosures,\n                              discoveries, secret processes, improvements, trade\n                              secrets,   proprietary   information,   know  how,\n                              technology, technical data and customer lists, and\n                              all   documentation   relating   to   any  of  the\n                              foregoing;   (iii)   all   copyrights,   copyright\n                              registrations  and  applications  therefor and all\n                              mask   works,   mask   work    registrations   and\n                              applications therefor; (iv) all industrial designs\n                              and   registrations   and  applications   therefor\n                              throughout the world; (v) all trade names,  logos,\n                              trademarks  and  service   marks;   trademark  and\n                              service  mark   registrations   and   applications\n                              therefor  and all  goodwill  associated  therewith\n                              throughout the world;  (vi) all databases and data\n                              collections and all rights therein  throughout the\n                              world; and (vii) all computer  software  including\n                              all   source   code,   object   code,    firmware,\n                              development  tools,   files,   records  and  data,\n                              specifications,  all  media  on  which  any of the\n                              foregoing   is   recorded,   (viii)  any  similar,\n                              corresponding  or equivalent  rights to any of the\n                              foregoing  and  (ix)  all  manuals,  instructions,\n                              catalogues and other documentation  related to any\n                              of the foregoing\n\n    \"Group\"                   the Purchaser and each and any of its subsidiaries\n                              from time to time\n\n\n                                       4\n\n\n\n\n    \"the Key Employees\"       [*]\n\n    \"Management Accounts\"     the monthly management accounts of the Company for\n                              the  period  from 1st  January  1999 to 30th April\n                              1999\n\n    \"the Management \n    Accounts Date\"            30th April 1999\n\n    \"the Optionholders\"       the persons  whose names and addresses are set out\n                              in column 1 of Schedule 1 Part 2\n\n    \"Outstanding Options\"     the outstanding options over or affecting unissued\n                              shares in the capital of the  Company  held by the\n                              Optionholders and set out in Schedule 1 Part 2\n\n    \"the Properties\"          the properties short  particulars  whereof are set\n                              out in Schedule 4 and  includes  any part or parts\n                              thereof\n\n    \"the Purchaser's \n     Solicitors\"              Messrs.   Pitmans  of  47  Castle  Street  Reading\n                              Berkshire RG1 7SR (Ref. JCH)\n\n    \"the Sale Shares\"         the shares of the Company specified in Column 2 of\n                              Schedule 1\n\n    \"SSAP\"                    a  statement  of  standard   accounting   practice\n                              adopted by The Accounting Standards Board Limited\n\n    \"Taxation\"                all   forms   of   taxation,    duties,   imposts,\n                              contributions,  withholdings,  charges,  sums  and\n                              levies (including  social security  contributions)\n                              whatsoever  wherever  and  whenever  imposed  by a\n                              Taxation  Authority  and whether or not  primarily\n                              payable by the Company or any other person and all\n                              amounts  recoverable by a Taxation Authority as if\n                              they were  Taxation and shall be deemed to include\n                              the  cost  of  removing  any  charge  over  assets\n                              imposed by any Taxation Authority and in each case\n                              including all charges,  interest,  fines penalties\n                              and surcharges  incidental or relating to the same\n                              and \"Tax\" shall be construed accordingly\n\n----------\n[*] = CERTAIN  INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n                                       5\n\n\n\n    \"Taxation  Authority\"     the Inland  Revenue,  HM Customs and Excise or any\n                              other  governmental,   state,   federal  or  other\n                              fiscal,   revenue  customs  or  excise  authority,\n                              department,  agency, body or office whether in the\n                              United  Kingdom or  elsewhere  in the world having\n                              authority  or  jurisdiction  in  relation  to  the\n                              Company for any Taxation purposes\n\n\n    \"TA\"                      the Income and Corporation Taxes Act 1988\n\n    \"TCGA\"                    the Taxation of Chargeable Gains Act 1992\n\n    \"VATA\"                    the Value Added Tax Act 1994\n\n    \"the Vendors' \n     Solicitors\"              Messrs.  SJ Berwin  of 222  Grays Inn Road  London\n                              WC1X 8HB\n\n    \"the Warranties\"          the  warranties  given  by the  Warrantors  to the\n                              Purchaser construed in accordance with Clause 5\n\n1.2       References to statutory provisions shall be construed as references to\n          those provisions as respectively re-enacted from time to time (whether\n          before or after the date hereof) and shall  include any  provisions of\n          which they are re-enactments. Terms defined in Taxation statutes shall\n          bear the same meanings in Schedule 3 unless otherwise defined therein.\n\n1.3       The  expressions  \"the Vendors\" and \"the  Warrantors\"  includes  their\n          respective personal representatives.\n\n1.4       Any  document  expressed  to be \"in the Agreed  Form\"  means in a form\n          approved and for the purpose of identification  signed by or on behalf\n          of the parties hereto.\n\n1.5       The  masculine  gender  shall  include the feminine and neuter and the\n          singular number shall include the plural and vice versa.\n\n1.6       References  to  persons  shall  include   trustees  bodies   corporate\n          unincorporated  associations  partnerships states and governmental and\n          administrative entities.\n\n\n1.7       Save as herein expressly provided otherwise expressions defined in the\n          TCGA the TA or in the  Companies  Act shall where used herein have the\n          meanings therein given to them.\n\n1.8       The captions to clauses and sub-clauses or to paragraphs in Schedule 3\n          hereto and the summary notes  appearing  herein in brackets  following\n          references to provisions of the taxation statutes are for the purposes\n          of  information  only and are not part of this \n\n                                       6\n\n\n          Agreement and shall not be used in the construction of any part or the\n          whole of this Agreement.\n\n1.9       References  to  clauses  sub-clauses  paragraphs   sub-paragraphs  and\n          schedules relate to the relevant provisions of this Agreement.\n\n2.        Sale and Purchase\n\n2.1       SUBJECT to the terms of this  Agreement  each of the  Vendors as legal\n          and  beneficial  owner and with full  title  guarantee  shall sell the\n          number of Sale Shares set out  opposite his name in column 2 of Part 1\n          of Schedule 1 free from Encumbrances and with all rights which are now\n          attached  to the  Sale  Shares  and  the  Purchaser  (if  the  Vendors\n          simultaneously shall sell) shall purchase all of the Sale Shares .\n\n2.2       Each Vendor waives any  pre-emption  rights which he may have relating\n          to the  Sale  Shares  of  which he is the  registered  holder  whether\n          conferred by the Articles of Association of the Company or otherwise.\n\n3.        Consideration\n\n3.1       THE  Consideration  for the transfer of the Sale Shares in  accordance\n          with  the  terms  of this  Agreement  shall  be paid or  satisfied  as\n          follows:-\n\n          (a)       the  payment  by the  Purchaser  to the  Vendors of the Cash\n                    Consideration  on Completion  which, as between the Vendors,\n                    shall be divided between them in the amounts shown in column\n                    3 of Schedule 1 Part 1; and\n\n          (b)       the  allotment  and issue to certain  of the  Vendors of the\n                    Consideration  Shares  credited  as fully paid at a price of\n                    US$51.62 per Consideration Share on Completion.\n\n3.2       The Consideration  Shares shall be apportioned  between the Vendors as\n          set out in column 3 of Schedule 1 Part 1.\n\n3.3       Each of the Vendors receiving Consideration Shares by execution hereof\n          represents  and  warrants to the  Purchaser  that such Vendor is not a\n          U.S.  Person as defined in Regulation S under the U.S.  Securities Act\n          of 1933 (as amended)  (\"the 1933 Act\") and in particular is not: \n\n          (i)       a natural  person  resident  in the  United  States;  \n\n          (ii)      a partnership or corporation organized or incorporated under\n                    the laws of the United States;  \n\n          (iii)     an estate of which any executor or administrator is resident\n                    in the United States or  incorporated  under the laws of the\n                    United States;\n\n\n                                       7\n\n\n\n          (iv)      a trust of which  any  trustee  is  resident  in the  United\n                    States or incorporated under the laws of the United States;\n\n          (v)       an  agency or branch  of a  foreign  entity  located  in the\n                    United States;\n\n          (vi)      a discretionary  account or similar account held by a dealer\n                    or other  fiduciary  organized,  incorporated or resident in\n                    the United States,\n\n          (vii)     a  non-discretionary  account or similar  account  held by a\n                    dealer or other  fiduciary  for the  benefit or account of a\n                    beneficiary resident in the United States or incorporated in\n                    the United States; or\n\n          (viii)    a  non-U.S.  partnership  or  corporation  formed  by a U.S.\n                    person or entity principally for the purpose of investing in\n                    securities not registered  under the U.S.  Securities Act of\n                    1933.\n\n3.4       Each of the Vendors receiving  Consideration  Shares  acknowledges and\n          agrees that the Consideration  Shares are being allotted and issued to\n          him or it in accordance with the exemption from registration under the\n          1933 Act provided by Regulation S and will be deemed to be \"restricted\n          securities\"  as defined  in Rule 144 under the 1933 Act.  Each of such\n          Vendors  also  agrees  that  he  or  it  will  sell  or  transfer  the\n          Consideration  Shares  only  in  accordance  with  the  provisions  of\n          Regulation S, pursuant to registration under the 1933 Act, or pursuant\n          to  an  available  exemption  from  registration,  including,  without\n          limitation,  Rule 144 and agrees not to engage in hedging transactions\n          with regard to the Consideration  Shares unless in compliance with the\n          1933 Act. The parties  hereto agree that the  Purchaser has not agreed\n          to register  any  Consideration  Shares at any time and will refuse to\n          register any transfer of the Consideration  Shares made otherwise than\n          in accordance with the foregoing.\n\n3.5       The parties agree that the  certificate for the  Consideration  Shares\n          will bear the following legend:\n\n          \"THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED\n          UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  \"ACT\") WITH THE\n          UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND THE COMPANY DOES\n          NOT INTEND TO REGISTER  THEM.  PRIOR TO JUNE 18, 2000,  THE SHARES MAY\n          NOT BE OFFERED OR SOLD  (INCLUDING  OPENING A SHORT  POSITION  IN SUCH\n          SECURITIES) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE\n          902(k)  ADOPTED UNDER THE ACT, OTHER THAN TO  DISTRIBUTORS  UNLESS THE\n          SHARES  ARE  REGISTERED  UNDER.THE  ACT,  OR  AN  EXEMPTION  FROM  THE\n          REGISTRATION  REQUIREMENTS  OF THE  ACT IS  AVAILABLE.  PURCHASERS  OF\n          SHARES PRIOR TO JUNE 18, 2000 MAY RESELL SUCH SECURITIES ONLY PURSUANT\n          TO AN  EXEMPTION  FROM  REGISTRATION  UNDER  THE ACT OR  OTHERWISE  IN\n          ACCORDANCE  WITH THE  PROVISIONS OF  REGULATION S OF THE ACT.  HEDGING\n          TRANSACTIONS  INVOLVING THE SECURITIES MAY NOT BE CONDUCTED  UNLESS IN\n          COMPLIANCE  WITH  THE  ACT.  A  HOLDER\n\n\n                                       8\n\n\n\n          OF THE  SECURITIES WHO IS A DISTRIBUTOR,  DEALER,  SUB  UNDERWRITER OR\n          OTHER SECURITIES PROFESSIONAL,  IN ADDITION,  CANNOT PRIOR TO JUNE 18,\n          2000 RESELL THE SECURITIES TO A U.S.  PERSON AS DEFINED BY RULE 902(k)\n          OF REGULATION S UNLESS THE SECURITIES ARE REGISTERED  UNDER THE ACT OR\n          ANY EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.\n\n3.6       The  Purchaser  shall,  upon request,  instruct its transfer  agent to\n          remove the legend referred to in clause 3.5 from the  certificates for\n          any Consideration Shares to be sold:-\n\n          (a)       pursuant to a current and effective registration  statement;\n                    or\n\n          (b)       pursuant  to  Rule  144 or  otherwise  under  any  available\n                    exemption from the Act\n\n          upon receipt of an undertaking that the relevant Vendor shall transfer\n          the Consideration Shares only pursuant to such registration statement,\n          Rule 144 or otherwise as provided in the legend set out in clause 3.5.\n\n3.7       The Purchaser  shall take all actions  reasonably  necessary to enable\n          holders  of  Consideration  Shares  to sell  such  securities  without\n          registration  under  the  1933  Act  within  the  limitations  of  the\n          exemptions  provided  by (i) Rule  144,  or (ii) any  similar  rule or\n          regulation  hereafter  adopted  by the U.S.  Securities  and  Exchange\n          Commission  (the   \"Commission\")   including,   without  limiting  the\n          generality  of the  foregoing,  filing on a timely  basis all  reports\n          required to be filed by the U.S.  Securities  Exchange Act of 1934, as\n          amended  (the  \"Exchange  Act\").  Upon  request  of any  holder of the\n          Consideration  Shares,  the  Purchaser  shall deliver to such holder a\n          written   statement   as  to  whether  it  has   complied   with  such\n          requirements,  a copy of the most recent annual or quarterly report of\n          the  Purchaser  and such other  reports and  documents so filed by the\n          issuer as the holder may reasonably request in complying with any rule\n          or regulation of the  Commission  allowing the holder to sell any such\n          securities without registration.\n\n4.        Completion\n\n          SUBJECT to the  provisions  of this  Agreement  Completion  shall take\n          place  at  the  offices  of  the  Purchaser's  Solicitors  immediately\n          following exchange of this Agreement when and where:-\n\n4.1       the Vendors will deliver or procure the delivery (where appropriate as\n          agent for the Company) to the Purchaser of:-\n\n\n                                       9\n\n\n\n          (a)       duly executed  transfers of the Sale Shares in favour of the\n                    Purchaser or its nominees  together with the relevant  share\n                    certificates  and any power of attorney under which any such\n                    transfers are executed on behalf of any of the Vendors;\n\n          (b)       letters of resignation in the Agreed Form executed as a Deed\n                    from M J Brooke,  N E V Martensson,  P E N  Martensson,  P A\n                    Newman and S Acland as Directors  incorporating in each case\n                    an  acknowledgement  that he has no claim whatsoever against\n                    the Company;\n\n          (c)       acknowledgements  in the Agreed  Form  executed as a Deed by\n                    each of the  Vendors  confirming  that  they  have no  claim\n                    against the Company on any account whatsoever and that there\n                    are no arrangements  outstanding under which the Company has\n                    or could have any  obligation to them other than in relation\n                    to those Vendors who are  continuing in office in respect of\n                    any ongoing obligations in relation to that office;\n\n          (d)       powers of attorney  in the Agreed  Form  executed by each of\n                    the  Vendors  in  favour  of the  Purchaser  empowering  the\n                    Purchaser to exercise the Vendors' rights as shareholders of\n                    the  Company  during the period  prior to the  stamping  and\n                    registration  of the transfers  referred to in paragraph (a)\n                    above;\n\n          (e)       the duly executed Cancellation Agreements;\n\n          (f)       the Disclosure Letter duly executed by the Warrantors.\n\n4.2       the Vendors will deliver to the Purchaser as agents for the Company or\n          otherwise make available at the Company's registered office all papers\n          documents  records and accounts  belonging to or in the  possession or\n          under the control of the Company including:-\n\n          (a)       the  statutory  and minute  books of the  Company  duly made\n                    up-to-date   and  the  common   seal  and   certificate   of\n                    incorporation thereof together with up-to-date prints of the\n                    memorandum  and  articles  of  association   and  the  share\n                    certificate  book  together  with all  unissued or cancelled\n                    share certificates of the Company;\n\n          (b)       all books of account or reference as to customers  and other\n                    records and all insurance policies in any way relating to or\n                    concerning the business of the Company;\n\n          (c)       all  deeds  and   documents  of  title  to  all  assets  and\n                    properties including the Property of the Company;\n\n          (d)       the bank cheque books and paying-in books of the Company and\n                    current  statements of all its bank accounts all fuel agency\n                    cards and other  credit cards issued to any\n\n\n\n                                       10\n\n\n\n                    Vendors in their  capacity as  Directors or Employees of the\n                    Company  who  are not  continuing  in  such  capacity  after\n                    Completion;\n\n          (e)       all  employment  and PAYE  records,  VAT records and service\n                    agreements or hire purchase  leasing or other  agreements of\n                    any kind entered into by the Company.\n\n          (f)       certified copies of board  resolutions of the Company in the\n                    Agreed Form\n\n          (i)       regarding the acceptance of the  resignation  from office of\n                    those persons referred to in clause 4.1.(b) above;\n\n          (ii)      approving (subject only to proper stamping) the transfers of\n                    the Sale Shares;\n\n          (iii)     approving the  registration of the Purchaser or its nominees\n                    as members of the Company  subject to the production of duly\n                    stamped and completed stock transfer forms;\n\n          (iv)      amending all relevant bank  mandates in accordance  with the\n                    Purchaser's instructions;\n\n4.3       Subject to the above the Purchaser will:-\n\n          (a)       procure the delivery by way of  telegraphic  transfer to the\n                    Vendors'  Solicitors  for the  account of the Vendors of the\n                    aggregate  amount of the Cash  Consideration  (the  Vendors'\n                    Solicitors are authorised by the Vendors to receive  payment\n                    of the Cash  Consideration  on the  Vendors'  behalf and the\n                    receipt  by the  Vendors'  Solicitors  shall  be a good  and\n                    sufficient discharge to the Purchaser); and\n\n          (b)       allot and issue the Consideration  Shares in accordance with\n                    clause  3.1(b) and  appropriate  share  certificates  to the\n                    relevant Vendors; and\n\n          (c)       deliver to the relevant  Optionholders  option  certificates\n                    for  the  options  granted  to them  as  referred  to in the\n                    Cancellation  Agreements  and procure the delivery by way of\n                    telegraphic  transfer  to the  Vendors'  Solicitors  for the\n                    account of the Vendors of the  aggregate  amount of the cash\n                    entitlement (net of tax) of the Optionholders.\n\n5.        Warranties\n\n5.1       SUBJECT to  matters  fairly  disclosed  in the  Disclosure  Letter the\n          Warrantors  hereby  severally  warrant  to the  Purchaser  contracting\n          itself and for any member of the  Purchaser's  Group from time to time\n          who is a successor in title to the Sale Shares that:-\n\n\n                                       11\n\n\n\n          (a)       in the case of [*] each of the statements made in Schedule 3\n                    is true and correct in every  particular at the date of this\n                    Agreement;\n\n          (b)       in the case of [*] each of the statements  made in clauses 1\n                    (other  than  sub-clauses  1.7,  1.15 and 1.16),  2, 3, 4, 5\n                    (other than  sub-clauses 5.7 and 5.8 which shall be given on\n                    the basis of the last eighteen month period only rather than\n                    last six year period),  6, 7, 8, 9, 12, 14, 15, 16 and 18 of\n                    Schedule 3 is to the best of his knowledge  information  and\n                    belief true and correct in every  particular  at the date of\n                    this Agreement;\n\n          (c)       in the case of [*] each of the statements made in Schedule 3\n                    clauses 1 (other than  sub-clauses  1.7,  1.15 and 1.16),  5\n                    (other than  sub-clauses 5.7 and 5.8 which shall be given on\n                    the basis of the last eighteen month period only rather than\n                    last six year  period),  6, 7, 8, 9, 12,  15 and 18 of is to\n                    the best of his  knowledge  information  and belief true and\n                    correct in every particular at the date of this Agreement;\n\n                    (and so that none of the  paragraphs  of Schedule 3 shall be\n                    limited or restricted by reference to or inference  from the\n                    terms of any other of those paragraphs) (and notwithstanding\n                    any  information  the  Purchaser  may have  received or been\n                    given or have had as actual implied or  constructive  notice\n                    prior to the signing hereof other than that fairly disclosed\n                    in the Disclosure Letter).\n\n5.2       Each of the Vendors (other than the Warrantors) hereby warrants to the\n          Purchaser  contracting  itself and for any  member of the  Purchaser's\n          Group from time to time who is a successor in title to the Sale Shares\n          that (on a  several  basis)  in  respect  of the Sale  Shares  set out\n          opposite their  respective names in column 2 of Schedule 1 Part 1 that\n          at the  date  of this  Agreement  each  of the  statements  set out in\n          paragraphs1.7,  1.14,  1.15,  1.16 and 1.17 of  Schedule 3 is true and\n          accurate  in  every  particular  at the  date of this  Agreement  (and\n          notwithstanding  any  information  the  Purchaser may have received or\n          been given or have had as actual implied or constructive  notice prior\n          to the  signing  hereof).  The  Vendors  (other  than the  Warrantors)\n          acknowledge  that the  Purchaser  is entering  into this  Agreement in\n          reliance on each of the said warranties and representations which have\n          been given with the  intention of inducing the Purchaser to enter into\n          this Agreement.\n\n5.3       If there shall be any breach of the terms of this  Agreement by any of\n          the Vendors (including the Warrantors) the Purchaser shall be entitled\n          to  compensation  in respect of any loss  resulting  from such  breach\n          subject (where  relevant) to the limitations and \n\n----------\n[*] = CERTAIN  INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                                       12\n\n\n\n          restrictions in this Agreement. Provided Always that the provisions of\n          this clause 5.3 shall be without  prejudice  to any other remedy which\n          the  Purchaser  may have by reason of a breach of any such warranty or\n          representation.  Notwithstanding  the  foregoing it is agreed that the\n          Purchaser shall have no right to rescind this Agreement.\n\n5.4       If at any time on or after Completion there shall be any breach of any\n          of the Warranties given by the Warrantors then the Warrantors will pay\n          to the Purchaser an amount equal to the  diminution  thereby caused in\n          the  value of the Sale  Shares  together  with  all  costs  (including\n          reasonable legal costs on an indemnity basis) and charges and expenses\n          incurred  or  payable  by the  Purchaser  either  before  or after the\n          commencement of any action in connection therewith.\n\n5.5       The benefit of the Warranties  contained in this Clause 5 and Schedule\n          3 shall be  assignable  in whole or in part to any person  entitled to\n          the benefit thereof pursuant to sub-clause 5.1 of this Clause 5.\n\n5.6       Any  liability to the  Purchaser or any other person  hereunder may in\n          whole or in part be  released  compounded  or  compromised  or time or\n          indulgence  given  by  the  Purchaser  or  such  other  person  in its\n          discretion  as  regards  all  or any of  the  Vendors  (including  the\n          Warrantors)  under such  liability  without in any way  prejudicing or\n          affecting  the  rights  against  any other or  others  of the  Vendors\n          (including the Warrantors)  under the same or a like liability whether\n          joint or several or otherwise.\n\n5.7       Subject to clause 5.1 and the  limitation  set out in paragraph 1.9 of\n          Schedule 5 the  Warranties  contained  in this Clause 5 and Schedule 3\n          shall  continue  in full force and  effect  after  Completion  and the\n          Purchaser shall be entitled on and after  Completion to take action in\n          respect of any breach or non fulfilment of any of the  representations\n          and warranties given by the Vendors and\/or the Warrantors discoverable\n          by the Purchaser before Completion  provided it was not actually known\n          to Victor Viegas, Bill Krepick, Brian Dunn or John Ryan and the rights\n          of  the  Purchaser  shall  not  be  affected  by  Completion,  by  any\n          investigations  made by or on behalf of the Purchaser into the affairs\n          of the  Company by the  Purchaser  failing to  exercise or delaying in\n          exercising  any right or remedy or by anything  else except a specific\n          authorised written waiver or release and no single or partial exercise\n          of a right shall preclude a further or other exercise.\n\n\n                                       13\n\n\n\n5.8       None of the  information  supplied by the Company or their  respective\n          professional  advisers  to the  Vendors  or the  Warrantors  or  their\n          representatives  or  professional  advisers  in  connection  with this\n          Agreement  or the  documents  referred  to in it or in relation to the\n          Business  and  affairs  of  the  Company  shall  be  deemed  to  be  a\n          representation  to the Vendors or  Warrantors  (as the case may be) by\n          the  Company  of its  accuracy  and the  Vendors  and  the  Warrantors\n          undertake to the Purchaser that they will not make a claim against the\n          Company in respect thereof.\n\n5.9       Any Warranty  which refers to the knowledge  information  or belief of\n          the  Warrantors or the awareness of the Warrantors or similar shall be\n          deemed  to  mean  the  knowledge,  information  or  belief  which  the\n          Warrantors  actually  had or would  have  had if they  had  made  full\n          enquiry into the subject  matter of the Warranty  and, in  particular,\n          had made all  reasonable  enquiry with each of the Key  Employees  and\n          [*].\n\n5.10      The maximum  aggregate  liability  of each of the  Warrantors  for all\n          claims for breach of  Warranty  shall not exceed the  amounts  set out\n          opposite his name in column 2 of Schedule 1 Part 3\n\n5.11      The liability of the Warrantors  under the Warranties shall be limited\n          as set out in Schedule 5.\n\n5.12      [*]  shall not be liable  for any claim for  breach of the  Warranties\n          unless and until the aggregate  amount of all such claims  exceeds the\n          total sum of ONE HUNDRED THOUSAND US DOLLARS  (US$100,000) but if such\n          aggregate  liability shall exceed that sum [*] shall be liable for the\n          whole  amount of such claim or claims and not merely the  excess.  The\n          amount of such claim in US Dollars shall be based on the exchange rate\n          applicable  at the date of the claim and it is agreed by the Purchaser\n          and [*] that if [*] fails to  satisfy  the claim or claims by way of a\n          cash  payment to the  Purchaser  within 14 days of the claim or claims\n          being agreed or determined the Purchaser shall be entitled to withhold\n          from  [*]  or  that  [*]  shall  be  required  to  surrender  (without\n          compensation)  such number of stock  options  over the common stock of\n          the Purchaser which are in existence at the date of the claim or which\n          the  Purchaser  has  otherwise  agreed  to grant to [*]  (\"Macrovision\n          Options\")  as equates  to the  amount of the claim or claims.  For the\n          purpose of this  clause the value of each of the  Macrovision  Options\n          shall be the sum of THIRTY US DOLLARS (US$30).\n\n5.13      [*]  shall not be liable  for any claim for  breach of the  Warranties\n          unless and until the aggregate  amount of all such claims  exceeds the\n          total sum of ONE HUNDRED THOUSAND US DOLLARS  (US$100,000) but if such\n          aggregate  liability shall exceed \n\n----------\n[*] = CERTAIN  INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n                                       14\n\n\n\n          that sum [*] shall be liable  for the  whole  amount of such  claim or\n          claims  and not  merely  the  excess.  The  amount of such claim in US\n          Dollars shall be based on the exchange rate  applicable at the date of\n          the claim and it is agreed by the  Purchaser and [*] that if [*] fails\n          to  satisfy  the  claim  or  claims  by way of a cash  payment  to the\n          Purchaser  within  14 days of the  claim or  claims  being  agreed  or\n          determined  that the Purchaser  shall be entitled to withhold from [*]\n          or [*] shall be  required to  surrender  (without  compensation)  such\n          number of stock options over the common stock of the  Purchaser  which\n          are in existence at the date of the claim or which the  Purchaser  has\n          otherwise agreed to grant to [*] (\"Macrovision Options\") as equates to\n          the amount of the claim or claims.  For the purpose of this clause the\n          value of each of the Macrovision Options shall be the sum of THIRTY US\n          DOLLARS (US$30).\n\n6.        Restrictive Covenants\n\n6.1       [*]  (\"Covenantor\")  undertakes  to the  Purchaser  by way of  further\n          consideration   for  the  obligations  of  the  Purchaser  under  this\n          Agreement  that for the period of [*] years after  Completion  (unless\n          the Covenantor's employment with the Company is terminated during that\n          time  otherwise  than for  cause in which  case such  period  shall be\n          reduced  to [*] years  after  Completion)  he will  neither on his own\n          account  nor in  conjunction  with nor on behalf of any person firm or\n          company whether as an employee director consultant shareholder partner\n          agent or in any capacity whatsoever directly or indirectly:-\n\n          (a)       solicit  interfere  with  canvass  induce  or  endeavour  to\n                    solicit  entice or induce away from the Company any trade or\n                    business of the type carried on by the Company in the period\n                    of 12 months  prior to the  Completion  Date (\"the  Relevant\n                    Period\") of any person  firm or company who or which  during\n                    the Relevant  Period was a client or customer of the Company\n                    or a  prospective  client or customer  with whom the Company\n                    had entered into serious negotiations;\n\n          (b)       solicit  interfere  with  canvass  induce  or  endeavour  to\n                    solicit  entice or induce away from the Company any trade or\n                    business  of  the  type  carried  on by the  Company  in the\n                    Relevant Period from any person firm or company who or which\n                    during the Relevant  Period was a supplier of the Company or\n                    a  prospective  supplier  with whom the  Company had entered\n                    into serious negotiations;\n\n          (c)       render  any   services  or  supply  any  goods  or  products\n                    competing  or likely to compete with those of the Company to\n                    any person firm or company who or which  during the Relevant\n                    Period  was  a  client  or  customer  of  the  Company  or a\n                    prospective  client or  customer  with whom the  Company had\n                    entered into serious negotiations;\n\n----------\n[*] = CERTAIN  INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n                                       15\n\n\n\n          (d)       obtain any  services or any goods or products  competing  or\n                    likely to compete  with those  obtained by the Company  from\n                    any person firm or company who or which  during the Relevant\n                    Period  was a  supplier  of  the  Company  or a  prospective\n                    supplier  with whom the  Company had  entered  into  serious\n                    negotiations;\n\n          (e)       take any  action  likely to result  in any  supplier  of the\n                    Company ceasing or reducing its trade with the Company;\n\n          (f)       solicit  entice or induce or endeavour to solicit  entice or\n                    induce away from the Company any director manager consultant\n                    or senior employee  (earning(pound)30,000  or more gross per\n                    annum  (subject to increase  in  accordance  with the Retail\n                    Prices  Index))  employed by the  Company at the  Completion\n                    Date or during the Relevant  Period to leave the Company and\n                    become  employed  or engaged  by any person  firm or company\n                    which is in  competition  to any  trade or  business  of the\n                    Company as carried out in the Relevant Period whether or not\n                    such person would commit any breach of contract by reason of\n                    leaving and the  Covenantor  shall not approach any director\n                    manager  consultant  or senior  employee for such purpose or\n                    authorise  or  knowingly  approve  the  taking of any of the\n                    aforesaid actions by any other person firm or company;\n\n          (g)       offer or procure  the offer of  employment  to any  director\n                    manager consultant or senior employee (earning (pound)30,000\n                    or more gross per annum  (subject to increase in  accordance\n                    with the Retail Price Index)) employed by the Company at the\n                    Completion Date or during the Relevant Period whether or not\n                    such person would commit any breach of contract by reason of\n                    leaving and the  Covenantor  shall not approach any director\n                    manager  consultant  or senior  employee for such purpose or\n                    authorise  or  knowingly  approve  the  taking of any of the\n                    aforesaid actions by any other person firm or company;\n\n          (h)       engage in or be concerned or interested  in, in  competition\n                    to the  Company,  any trade or  business  carried  on by the\n                    Company  in the  Relevant  Period  in  respect  of which the\n                    Covenantor was engaged or concerned or interested during the\n                    Relevant  Period for the  Company or in respect of which the\n                    Covenantor  had  or  has  confidential  information  of  the\n                    Company anywhere within the United States;\n\n          (i)       engage in or be concerned or interested  in, in  competition\n                    to the  Company,  any trade or  business  carried  on by the\n                    Company  in the  Relevant  Period  in  respect  of which the\n                    Covenantor was engaged or concerned or interested during the\n                    Relevant  Period for the  Company or in respect of which the\n                    Covenantor  had  or  has  confidential  information  of  the\n                    Company  anywhere  within the European Union and\/or European\n                    Free Trade Area;\n\n\n                                       16\n\n\n\n          (j)       engage in or be concerned or interested  in, in  competition\n                    to the  Company,  any trade or  business  carried  on by the\n                    Company  in the  Relevant  Period  in  respect  of which the\n                    Covenantor was engaged or concerned or interested during the\n                    Relevant  Period for the  Company or in respect of which the\n                    Covenantor  had  or  has  confidential  information  of  the\n                    Company anywhere within the world;\n\n          (k)       engage in or be concerned or interested  in, in  competition\n                    to the  Company,  any trade or  business  carried  on by the\n                    Company  in the  Relevant  Period  in  respect  of which the\n                    Covenantor was engaged or concerned or interested during the\n                    Relevant  Period for the  Company or in respect of which the\n                    Covenantor  had  or  has  confidential  information  of  the\n                    Company anywhere within the United Kingdom;\n\n          (l)       anywhere  in the world  for any  purpose  whatsoever  use or\n                    carry on or be engaged in any business firm or company using\n                    any business name used by the Company or any name containing\n                    \"C-Dilla\"  or the  logo  of the  Company  or any  colourable\n                    imitation thereof.\n\n6.2       Each of the Vendors undertakes  henceforth not to divulge or use other\n          than for the benefit of the Company any  confidential  information  of\n          the Company (including without limitation  information  concerning the\n          Business,  the  accounts or finances of the Company or its  customers'\n          transactions or affairs of which it has knowledge) for a period of [*]\n          years  from  the  date  of  acquiring  such  confidential  information\n          otherwise than (i) to the professional advisers officers and employees\n          of the Company  whose  province it is to know the same and (ii) in the\n          case of the  institutional  Vendors each shall be at liberty from time\n          to  time  to  make  such   disclosure  to  its   partners,   trustees,\n          shareholders,  unit holders and other  participants in relation to the\n          business  affairs  and  financial  position of the Company as is usual\n          practice in accordance with the business of such institutional Vendors\n          and undertakes to use its best  endeavours to prevent the  publication\n          or  disclosure  of any such  confidential  information  save that this\n          clause shall not prevent any  disclosure of  confidential  information\n          required  by  law  or  by  any  governmental  or  other  authority  or\n          regulatory body.\n\n6.3       Each of the  Vendors  (other  than the  Covenantor)  agrees that for a\n          period of [*] years  from the  Completion  Date it shall not  directly\n          solicit  interfere  with canvass induce or endeavour to solicit entice\n          or  induce  away from the  Company  any  person  who is then or was at\n          Completion a director  manager  consultant  or senior  employee of the\n          Company (as that term is defined by paragraph 6.1(f) above)\n\n----------\n[*] = CERTAIN  INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n                                       17\n\n\n\n6.4       The restrictions contained in the preceding sub-clauses are considered\n          reasonable by the parties (having taken  independent legal advice) and\n          are  considered to be reasonable  and necessary for the  protection of\n          the  Company  and  accordingly  the  benefit of the  covenants  may be\n          assigned by the  Purchaser  and its  successors  in title  without the\n          consent of the Vendors.\n\n7.        Further Assistance\n\n7.1       Each of the  Vendors  undertakes  to do execute  and  perform all such\n          further acts deeds documents or things as the Purchaser may reasonably\n          require effectively to vest legal and beneficial ownership of the Sale\n          Shares in the  Purchaser  or its nominees  free from all  Encumbrances\n          whatsoever and to give full effect to the terms of this Agreement.\n\n7.2       Failing   compliance  by  any  Vendor  with  clause  7.1  such  Vendor\n          irrevocably  appoints  any  director of the  Purchaser as its attorney\n          with full  power  and  authority  in its name and on its  behalf to do\n          everything  and to execute all  documents  which such  attorney in his\n          absolute discretion considers necessary or desirable to give effect to\n          the provisions of clause 7.1.\n\n8.        Publicity\n\n          SAVE  as may be  required  by law  or by  any  governmental  or  other\n          authority or regulatory  body none of the Vendors [or the  Warrantors]\n          shall issue any  information or statement to the press relating to the\n          transaction herein agreed to be effected or any part of it without the\n          prior written consent of the Purchaser.\n\n9.        Costs\n\n          EACH party shall pay its own costs and expenses (including the fees of\n          agents, representatives, solicitors, accountants and actuaries engaged\n          by them) in connection with the negotiation preparation and completion\n          of this Agreement and all incidental documents\n\n10.       Governing Law\n\n          THIS Agreement  shall be governed by and construed in accordance  with\n          English  law  and  the  parties  agree  to  submit  to  the  exclusive\n          jurisdiction of the English Courts.\n\n11.       Notices\n\n11.1      ANY notice or  communication to be given under this Agreement shall be\n          in writing and shall be  delivered  personally  or sent by first class\n          pre-paid or registered or recorded  delivery post to an address inland\n          or by first class air-mail post to an address overseas or by facsimile\n          transmission to (in the case of a corporation)  its registered  office\n          for the time \n\n\n                                       18\n\n\n\n          being or (in the case of an individual)  his last known address or (in\n          either case) the relevant facsimile number of the party to receive the\n          notice.\n\n11.2      Communications  to the  Purchaser  shall  be  marked  for  the  urgent\n          attention of the Chief Financial  Officer (or such other individual as\n          may be subsequently notified by the Purchaser for that purpose).\n\n11.3      The notice shall be deemed to be given:-\n\n          (a)       if delivered personally at the time of delivery; or\n\n          (b)       if sent by inland  post 2  Business  Days  after the  notice\n                    shall have been posted; or\n\n          (c)       if sent by  overseas  post 4 Business  Days after the notice\n                    shall have been posted; or\n\n          (d)       if  sent  by  facsimile  at  the  time  of   completion   of\n                    transmission  by the sender,  if received at least two hours\n                    before  the close of  working  hours on a  Business  Day and\n                    otherwise on the next Business Day.\n\n11.4      In proving  service  it shall be  sufficient  to prove  that  personal\n          delivery  was made or that the  envelope  containing  the  notice  was\n          properly  addressed  and  delivered  into the  custody  of the  postal\n          authorities  as a first  class  pre-paid  or  registered  or  recorded\n          delivery   letter  or  that  the  facsimile  was   dispatched   and  a\n          confirmatory transmission report received.\n\n11.5      For the purpose of this clause 11 \"working  hours\"  means  between the\n          hours of 9.00 am and 5.00 pm  (inclusive)  local time to the recipient\n          of the notice.\n\n12.       Assignability\n\n          THE  benefit  of this  Agreement  (including  without  limitation  the\n          Warranties) may be assigned by the Purchaser in whole or in part. None\n          of the rights of the Vendors  under this  Agreement  shall be assigned\n          without the prior written consent of the Purchaser such consent not to\n          be unreasonably withheld or delayed.\n\n\n                                       19\n\n\n\n13.       Waiver\n\n          NO failure to exercise nor any delay in exercising any right or remedy\n          hereunder by either party shall operate as a waiver  thereof nor shall\n          any  single or partial  exercise  of any right or remedy  prevent  any\n          further or other  exercise  thereof or the exercise of any other right\n          or remedy.  The rights and remedies herein provided are cumulative and\n          not exclusive of any rights or remedies herein provided by law. In the\n          event that any matter  falls  within the scope of more than one of the\n          provisions of this Agreement  nothing shall prevent the Purchaser from\n          enforcing   against  the   Vendors   the  more  (or  most)   stringent\n          requirement.\n\n14.       Severability\n\n          EACH of the  obligations  contained in the clauses and  sub-clauses of\n          this   Agreement   shall  be  construed  as  separate  and   severable\n          obligations  but if at any time any one or more of the  obligations is\n          or becomes invalid illegal or  unenforceable  in any respect under law\n          but would be valid if some part  thereof were deleted or the period or\n          area of  application  reduced  such  obligation  shall apply with such\n          modification as may be necessary to make it valid and effective and in\n          any event the validity  legality and  enforceability  of the remaining\n          clauses  and  sub-clauses  hereof  shall not in any way be affected or\n          impaired thereby.\n\n15.       Entire Agreement\n\n          This  Agreement  and  the  documents  referred  to in  this  Agreement\n          constitute the whole agreement  between the parties in relation to the\n          subject matter covered.  No oral explanation or oral information given\n          by any party shall alter the  interpretation of this Agreement.  It is\n          agreed that:\n\n          (a)       no party has entered into this  Agreement  in reliance  upon\n                    any representation, warranty or undertaking which is not set\n                    out or referred to in this Agreement;\n\n          (b)       in the  absence  of fraud,  no party will have any remedy in\n                    respect  of  any  untrue  statement,   made  to  it  or  its\n                    representatives or agents,  upon which it or they relied and\n                    such  party's  only remedy will be for breach of contract or\n                    as otherwise expressly provided by this Agreement; and\n\n          (c)       this clause shall not exclude any liability  for  fraudulent\n                    misrepresentation.\n\n\n                                       20\n\n\n\n16.       Variation\n\n          NO alteration amendment or variation of this Agreement shall be of any\n          force or effect  unless  it is in  writing  and  signed by (or by some\n          person duly authorised by) each of the parties.\n\n17.       Obligations\n\n          WHERE  this  Agreement  is  executed  by or on  behalf  of two or more\n          parties together:-\n\n17.1      this  Agreement  shall not be  revoked or  impaired  as to any of such\n          parties by the incapacity or insolvency of the other(s); and\n\n17.2      the Purchaser may release or discharge any party from its  obligations\n          under this Agreement or accept any composition  from or make any other\n          arrangements  with any party  without  releasing  or  discharging  the\n          other(s) or otherwise prejudicing or affecting the rights and remedies\n          of the Purchaser against the other(s).\n\n18.       Execution\n\n18.1      THIS  Agreement may be executed in any number of  counterparts  and by\n          the  parties on  different  counterparts,  but shall not be  effective\n          until each party has executed at least one counterpart.\n\n18.2      Each  counterpart  shall  constitute an original of this Agreement but\n          all the  counterparts  shall  together  constitute  one  and the  same\n          Agreement.\n\n18.3      Delivery  by  facsimile  by any party of a duly  executed  counterpart\n          shall be deemed to constitute  delivery of an original  counterpart of\n          this  Agreement  and such  facsimile  copy  shall be  capable of being\n          produced in evidence in court or for  registration  at any appropriate\n          Registry or otherwise as an original  document by the party or parties\n          to this Agreement to whom such facsimile is transmitted.\n\nIN WITNESS  whereof this  Agreement  has been  executed as a deed the date first\nabove written\n\n\n\n                                       21\n\n\n\n                                   SCHEDULE 1\n\n                                     PART 1\n\n              DETAILS OF THE REGISTERED HOLDERS OF THE SALE SHARES\n\nColumn 1                       Column 2                           Column 3\nName and Address of Vendors    No. and class of Shares held       Consideration\n---------------------------    ----------------------------       -------------\n                                                               Cash       Shares\n\n                                      [*]\n\n\n\n\n----------\n[*] = CERTAIN  INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n                                       22\n\n\n\n                                     PART 2\n\n                          DETAILS OF THE OPTIONHOLDERS\n\nColumn 1                           Column 2\n\nNames of Optionholders        Number           Date Granted         Option Price\n----------------------        ------           ------------         ------------\n\n                                   [*]\n\n\n\n----------\n[*] = CERTAIN  INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n\n                                       23\n\n\n\n\n                                     PART 3\n\n                            DETAILS OF THE WARRANTORS\n\nColumn 1                                    Column 2\n\nName and Address of Warrantors              Maximum cap on liability\n------------------------------              ------------------------\n\n\n\n                                               [*]\n\n\n----------\n[*] = CERTAIN  INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n\n                                       24\n\n\n\n                                   SCHEDULE 2\n\n                             DETAILS OF THE COMPANY\n\n\n1.   Name:-                             C-Dilla  Limited\n\n2.   Registered in England with limited liability under the Companies Act 1985\n\n3.   Date of Incorporation:-            31 January 1992\n\n4.   Registered Number:-                2683202\n\n5.   Authorised Share Capital:-         (pound)1,326,000  divided  into:- 28,847\n                                        \"A\"  Ordinary  Shares of 10 pence  each;\n                                        150,000 \"B\" Ordinary  Shares of 10 pence\n                                        each;  21,153 \"C\" Ordinary  Shares of 10\n                                        pence each;  500,000 \"D\" Ordinary Shares\n                                        of 10 pence each; 1,562,500 \"E\" Ordinary\n                                        Shares  of 2  pence  each;  247,500  \"F\"\n                                        Ordinary  Shares of 10 pence  each;  and\n                                        1,200,000  Preference Shares of (pound)1\n                                        each\n\n6.   Issued Share Capital:-             \"A\" Ordinary Shares           28,847\n                                        \"B\" Ordinary Shares          150,000\n                                        \"C\" Ordinary Shares           21,153\n                                        \"D\" Ordinary Shares          500,000\n                                        \"F\" Ordinary Shares          247,500\n                                        Preference Shares          1,200,000\n\n7.   Registered Office:-                Woodley House, Crockhamwell Road\n                                        Woodley Reading Berkshire RG5 3JP\n\n8.   Accounting Reference Date:-        31 December\n\n9.   Auditors:-                         Sheen Stickland\n\n\n                                       25\n\n\n\n10.  Directors:-\n\n                                        Michael John Brooke\n                                        Peter Alfred Newman\n                                        Nils Erik Vilhelm Martensson\n                                        Simon Hugh Verdon Acland\n                                        Victor Viegas\n                                        William Krepick\n                                        Patrick Erik Nils Martensson\n\n11.  Secretary:-                        Colin Vincent Austin Nunn\n\n\n                                       26\n\n\n                                   SCHEDULE 3\n\n                                   WARRANTIES\n\n\n1.        GENERAL\n\n1.1       The  information  contained  in the  recitals  to this  Agreement  and\n          Schedules 1, 2 and 4 is true complete and accurate in all respects and\n          not  (whether  by  reason  of any  omission  or  otherwise)  untrue or\n          misleading.\n\n1.2       [intentionally left blank]\n\n1.3       There is not outstanding any  indebtedness or other liability  (actual\n          or contingent) owing by the Company to the Warrantors or so far as the\n          Warrantors  are aware to the Vendors or any Director of the Company or\n          any person connected with any of them.\n\n1.4       None of the  Warrantors or any person  connected  with them has nor so\n          far as the  Warrantors  are  aware  do any of the  Directors  have any\n          interest,  direct or  indirect,  (i) in any  business  other  than the\n          Business  which is or so far as the  Warrantors are aware is likely to\n          be or become competitive with the Business or any proposed business of\n          the  Company  or  (ii)  in any  Intellectual  Property  Rights  of the\n          Company.\n\n1.5       Copies of the  Memorandum  and Articles of  Association of the Company\n          which are annexed to the  Disclosure  Letter are true and  complete in\n          all respects and the register of members and other  statutory books of\n          the Company have been properly  kept and contain a true,  accurate and\n          complete  record of the matters which should be dealt with therein and\n          no notice or allegation that any of the same is incorrect or should be\n          rectified has been received.\n\n1.6       All returns, particulars,  resolutions and other documents required to\n          be filed  with or  delivered  to the  Registrar  of  Companies  by the\n          Company  have been  correctly  and  properly  prepared and so filed or\n          delivered within the time limits  contained,  mentioned or referred to\n          in the Companies Act.\n\n1.7       The number of Sale Shares set out in Schedule 1 Part 1 constitute  the\n          whole of the issued share  capital of the Company which is not already\n          owned by the  Purchaser  and  such  Sale  Shares  have  been  properly\n          allotted and issued and are absolutely and  beneficially  owned by the\n          Vendors as therein  set out and (other than the  Outstanding  Options)\n          there  is no  option  or  warrant  or  convertible  security  over  or\n          affecting,  and there is no mortgage,  charge,  pledge,  lien or other\n          form of security or  encumbrance  or pre-emption or refusal rights on,\n          over or affecting the Sale Shares or any unissued shares,  debentures,\n          loan  capital  or other  securities  of the  Company  and  there is no\n          agreement or  commitment to\n\n\n                                       27\n\n\n          give or create any of the  foregoing and no claim has been made by any\n          person to be entitled to any of the foregoing.\n\n1.8       The  Outstanding  Options set out in Schedule 1 Part 2 constitute  the\n          only options over or affecting any unissued shares of the Company full\n          details of which are set out in the Disclosure Letter.\n\n1.9       The Company has not at any time:-\n\n          (a)       repaid or agreed to repay or redeem  any shares of any class\n                    of its  share  capital  or  otherwise  reduced  or agreed to\n                    reduce its issued share capital or any class thereof; or\n\n          (b)       capitalised or agreed to capitalise,  in the form of shares,\n                    debentures  or other  securities or in paying up any amounts\n                    unpaid on any shares,  debentures or other  securities,  any\n                    profits or reserves of any class or  description  nor has it\n                    passed or agreed to pass any resolution to do so.\n\n1.10      So far as the  Warrantors  are aware no material  breach of any of the\n          provisions of the Companies Act has been committed by the Company.\n\n1.11      So far as the  Warrantors  are  aware  the  Company  has at all  times\n          carried on its business and affairs in accordance  with its Memorandum\n          and Articles of Association.\n\n1.12      The Company has not given any power of attorney or any other authority\n          (express  implied  or  ostensible)  to any  person  to enter  into any\n          contract or  commitment  or do  anything on its behalf  which is still\n          outstanding  or  effective  (other than any  authority of directors or\n          employees to enter into routine trading contracts in the normal course\n          of their duties).\n\n1.13      The Company has not declared any dividends or other distributions.\n\n1.14      The  Vendors and the  Warrantors  (as the case may be) have full power\n          and  authority  and have taken all  action  necessary  to execute  and\n          deliver and to exercise  their  rights and perform  their  obligations\n          under this  Agreement  and each of the documents in the Agreed Form to\n          be executed on or before Completion which constitute valid and binding\n          obligations on each of the Vendors and the Warrantors (as the case may\n          be) in accordance with their terms.\n\n1.15      The  Vendors  are  entitled  to sell and  transfer  the full legal and\n          beneficial  ownership in the Sale Shares free from all Encumbrances or\n          other adverse claims to the Purchaser and such sale will not result in\n          any  breach of or  default  under any  agreement  or other  obligation\n          binding  upon the  Vendors  or any of them or any of their  respective\n          property.\n\n\n                                       28\n\n\n\n1.16      There is no litigation,  arbitration,  prosecution,  administrative or\n          other legal proceedings or dispute in existence or threatened  against\n          any of the  Vendors  in  respect  of the Sale  Shares or the  Vendors'\n          entitlement  to dispose of the Sale  Shares and the  Vendors  have not\n          been  notified  of any  facts  which  might  give  rise  to  any  such\n          proceedings or any such dispute.\n\n1.17      The Company has not  exercised  nor purported to exercise or claim any\n          lien  over  the  Sale  Shares  and no  call  on  the  Sale  Shares  is\n          outstanding  and all the Sale  Shares are fully paid up or credited as\n          fully paid up.\n\n2.        [intentionally left blank]\n\n3.        ACCOUNTS\n\n3.1       The Accounts  comply with the  requirements  of the Companies Act, all\n          other relevant statutes and all applicable SSAPs,  FRSs,  Consensus or\n          Statement of Recommended  Practice issued by the Accounting  Standards\n          Board in England and Wales or any  committee of it or body  recognised\n          by it in force on the  Balance  Sheet  Date;  have  been  prepared  in\n          accordance with generally  accepted  accounting  principles and on the\n          same  basis as the  corresponding  accounts  for the  preceding  three\n          financial  years;  are accurate in all material  respects;  and give a\n          true and fair  view of the  state of  affairs  of the  Company  at the\n          Balance  Sheet  Date  and of the  profits  or  losses  for the  period\n          concerned and as at that date make:\n\n          (a)       proper provision for all actual liabilities;\n\n          (b)       proper   provision   (or  note  in   accordance   with  good\n                    accountancy   practice)   for  all  deferred  or  contingent\n                    liabilities (whether liquidated unliquidated or disputed);\n\n          (c)       proper provision for all bad and doubtful debts;\n\n          (d)       proper provision for all capital commitments;\n\n          (e)       proper provision for all Tax liabilities;\n\n3.2       Full  provision  or reserve has been made in the Accounts for Taxation\n          liable to be  assessed on the Company or for which it is or may become\n          accountable in respect of:\n\n          (a)       profits gains or income (as computed for Taxation  purposes)\n                    arising  or  accruing  or  deemed  to arise or  accrue on or\n                    before the Balance Sheet Date;\n\n\n                                       29\n\n\n\n          (b)       any  transactions  effected on or before the  Balance  Sheet\n                    Date or provided for in the Accounts; and\n\n          (c)       distributions  made or deemed  to be made on or  before  the\n                    Balance Sheet Date or provided for in the Accounts.\n\n3.3       Proper provision or reserve for deferred taxation has been made in the\n          Accounts.\n\n3.4       The  profits or losses of the Company  for the three  financial  years\n          ended on the Balance  Sheet Date (as  disclosed in the Accounts and in\n          the audited accounts of the Company for such previous periods) and the\n          trend of profits or losses  thereby  shown have not (except as therein\n          disclosed)  been affected to a material extent by  inconsistencies  of\n          accounting practice, by the inclusion of non-recurring items of income\n          or expenditure by  transactions  entered into otherwise than on normal\n          commercial  terms or by any other  factor  rendering  such  profits or\n          losses for all or any of such periods exceptionally high or low.\n\n3.5       The Management  Accounts have been prepared on a basis consistent with\n          the  management  accounts  prepared in the year  preceding the Balance\n          Sheet Date and give a  reasonable  view of the state of  affairs,  and\n          profit (or loss) of the Company as at and for the period in respect of\n          which they have been prepared.\n\n4.        CURRENT FINANCIAL AFFAIRS\n\n4.1       The  Company had no  outstanding  capital  commitments  at the Balance\n          Sheet Date and has not since then  incurred or agreed to incur capital\n          expenditure  or  commitments  or disposed of capital  assets  having a\n          market value in excess of (pound)11,000  per item or (pound)100,000 in\n          aggregate.\n\n4.2       Since the Balance Sheet Date:\n\n          (a)       the Company has not paid or  declared  any  dividend or made\n                    any  payment  or  disposal  which  is  or  is  treated  as a\n                    distribution for the purposes of TA;\n\n          (b)       the  Company has not repaid any  indebtedness  in advance of\n                    its stated  maturity and no event has  occurred  which would\n                    entitle  any third party to call for  repayment  of any part\n                    thereof prior to its normal maturity date.\n\n4.3       Save  for the  financial  facilities  and  borrowings  of the  Company\n          details of which are set out in the Disclosure Letter, the Company has\n          no  borrowings  or  obligations   having  the  commercial   effect  of\n          borrowings.\n\n\n                                       30\n\n\n\n4.4       There are no debts owing by to the Company other than debts which have\n          arisen in the  ordinary  course of the  Business,  nor has the Company\n          lent any money which has not been repaid.\n\n4.5       The Company is not a party to any option or  pre-emption  right,  or a\n          party to any guarantee,  suretyship,  comfort letter or any obligation\n          (whatever called) to pay, provide funds or take action in the event of\n          default in the  payment  of any  indebtedness  of any other  person or\n          default in the performance of any obligation of any other person.\n\n4.6       The Company has not engaged in any borrowing or financing not required\n          to be reflected in the Accounts.\n\n5.        CURRENT TRADING AFFAIRS\n\n5.1       Since the Balance Sheet Date:\n\n          (a)       the  Company has  carried on its  business  in the  ordinary\n                    course so as to maintain the same as a going concern and has\n                    not carried on any activity other than its usual business;\n\n          (b)       the Company has not acquired  any asset for a  consideration\n                    in excess of (pound)11,000.\n\n5.2       So far as the  Warrantors  are  aware  the  Company  has at all  times\n          conducted its business and affairs in all respects in accordance  with\n          all  applicable  laws and  regulations.  The Company has  obtained and\n          complied with all statutory  municipal and other licences consents and\n          requirements  applicable  to its  business  as now  carried on and all\n          terms  and  conditions  of any  licences  and  consents  necessary  or\n          desirable to the carrying on of such  business  have at all times been\n          observed and  complied  with and the  Warrantors  are not aware of any\n          intended  or  contemplated  refusal  to  renew or  terminate  any such\n          licence or consent.\n\n5.3       The Warrantors have not and so far as the Warrantors are aware neither\n          the Company nor the  Directors  have  committed  or done any breach of\n          contract  or  statutory  duty or any other act which  could  lead to a\n          claim for  compensation  or damages  specific  performance  injunction\n          set-off or any other civil or criminal claim of sanction being made or\n          brought  against him or it as the case may be or which would otherwise\n          adversely affect the Business.\n\n5.4       So far as the Warrantors are aware no substantial customer or supplier\n          of the Company (that is to say a supplier or customer  whose  supplies\n          to or purchases from the Company of goods or services have represented\n          more than ten per cent in value of all supplies to or  purchases  from\n          the Company during either or both of the calendar years 1997 and 1998)\n          has during the period of 12 months prior to this  Agreement  ceased to\n          trade with or \n\n\n                                       31\n\n\n\n          substantially  reduced  the volume of its trade with the  Company  and\n          during  such  period  the  terms  of trade of the  Company  with  such\n          supplier or customer have not  significantly  changed to the detriment\n          of the  Company  and  the  Warrantors  are not  aware  that  any  such\n          cessation  or  substantial  reduction  in trade or  change in terms of\n          dealing is likely after Completion.\n\n5.5       So far as the  Warrantors  are  aware  the  Company  has  not  sold or\n          supplied  products  which are, or were, or will become,  unfit for the\n          purpose  for which  they were  intended  or which do not comply in any\n          material respect with any warranties or  representations  expressly or\n          impliedly  made by the  Company  or with all  applicable  regulations,\n          standards and requirements in respect thereof.\n\n5.6       The Company is not engaged either on its own account or vicariously in\n          any suit action litigation  arbitration or tribunal proceedings or any\n          governmental  or  official  investigation  or inquiry and no such suit\n          action litigation arbitration or tribunal proceedings or investigation\n          or inquiry or other dispute is pending or threatened by or against the\n          Company  and  so  far  as  the  Warrantors  are  aware  there  are  no\n          circumstances  likely  to  lead to any  such  suit  action  litigation\n          arbitration  or  tribunal  proceedings  or  governmental  or  official\n          investigation or inquiry or other dispute.\n\n5.7       There is not now  subsisting  and has not at any time  within the last\n          six years been any debt owing by the Company to any director or person\n          beneficially  interested  in any  part  of the  share  capital  of the\n          Company or any person  connected  with any such  person or  associated\n          with any such person.\n\n5.8       There is not now  subsisting  and has not at any time  within the last\n          six years been any contract or arrangement (whether of the nature of a\n          loan or otherwise) to which the Company is or was a party in which any\n          director of or person beneficially interested in any part of the share\n          capital of the Company or any person connected with any such person or\n          associated with any such person was directly or indirectly interested.\n\n6.        ASSETS\n\n6.1       All the  undertaking  of the  Company  and all assets  included in the\n          Accounts  or acquired  by the  Company  since the  Balance  Sheet Date\n          (other  than  current  assets  subsequently  sold or  realised  in the\n          ordinary course of business) and subject to the above all other assets\n          now used by the Company in the  Business are  absolutely  owned by the\n          Company both legally and  beneficially  and are in its  possession and\n          under its control and none is the subject of any mortgage,  debenture,\n          charge, lien, pledge, option,  factoring  arrangement,  hire purchase,\n          leasing,  lease purchase or credit-sale agreement or any agreement for\n          conditional  sale or  sale by  instalments  or any  other  encumbrance\n          whatsoever  (or any  agreement to grant or create any of the same) nor\n          subject to any \n\n\n                                       32\n\n\n\n          agreement or arrangement  whereby the title to any goods or any rights\n          in the  proceeds  of sale of any  goods is or may be  reserved  to the\n          seller of the goods or to any third party.\n\n6.2       So far as the  Warrantors  are aware The  Company is not a party to or\n          subject  to  any  agreement,  transaction,   obligation,   commitment,\n          understanding, arrangement or liability which:-\n\n6.2.1     involves   or  is  likely  to   involve   obligations,   restrictions,\n          expenditure or receipts of an unusual,  onerous or exceptional  nature\n          and not in the ordinary course of the Company's Business; or\n\n6.2.2     is any way  otherwise  than in the  ordinary  course of the  Company's\n          Business.\n\n7.        JOINT VENTURE AND PARTNERSHIPS\n\n7.1       The  Company is not,  nor has  agreed to become,  a party to any joint\n          venture or consortium or partnership arrangement or agreement.\n\n7.2       The Company  does not conduct  and has not  conducted  any part of the\n          Business  through a branch agency or permanent  establishment  outside\n          the United Kingdom.\n\n8.        AGREEMENTS RESTRICTING BUSINESS\n\n          Other than in respect of the  Material  Contracts  listed in Part C of\n          the Index to the  Disclosure  Letter the Company is not a party to any\n          agency,  distributorship,   marketing,  purchasing,  manufacturing  or\n          licensing  agreement or  arrangement,  or any  restrictive  trading or\n          other  agreement  or  arrangement,  pursuant  to which any part of the\n          Business  is carried on or which in any way  restricts  its freedom to\n          carry on the  Business  in such  manner as it thinks  fit or to use or\n          exploit  any of the assets of the  Company in any part of the world in\n          such manner as is thought fit.\n\n9.        GRANTS\n\n          There are no grants,  subsidies and other similar  payments  which the\n          Company has received which (if repayable) have not been repaid in full\n\n\n\n                                       33\n\n\n10.       ENVIRONMENTAL LIABILITIES\n\n10.1      The Company has not received notice that it has failed to comply with,\n          or  has  inadequate   facilities  to  continue  to  comply,  with  any\n          legislation (both primary and secondary) relating to the protection of\n          the environment as now in force.\n\n10.2      So far as the  Warrantors  are aware the use of the  Property  and any\n          other properties which are currently occupied or otherwise used by the\n          Company  in  connection  with  the  Business  and  all  machinery  and\n          equipment  therein and the conduct of any Business therein complies in\n          all respects  with the  Factories  Act 1961,  the  Offices,  Shops and\n          Railway Premises Act 1963, the Fire Precautions Act 1971, the Health &amp; Safety at Work Act 1974 the Planning Acts, the COSHH Regulations,  the\n          Control of Pollution  Act 1974 and the  Environmental  Protection  Act\n          1990  and  with  all  rules,  regulations  and  delegated  legislation\n          thereunder and all necessary licences and consents required thereunder\n          have been obtained.\n\n11.       LICENCES AND CONSENTS\n\n11.1      So far as the  Warrantors  are  aware the  Company  has  obtained  all\n          necessary Open Individual Export Licences from the Department of Trade\n          and Industry and filter  licence  agreements  and all other  necessary\n          licences  and  consents  required  for the proper  carrying  on of the\n          Business in each case necessary for the performance of its Business as\n          contemplated  by this Agreement and all of the foregoing  licences and\n          consents are valid and subsisting.\n\n11.2      The Company has not received notice that it is in breach of any of the\n          terms and conditions of any licences or consents; there are no factors\n          known  to  the  Warrantors   that  might  in  any  way  prejudice  the\n          continuation, or renewal, of any licence or consents.\n\n11.3      The Company has not been notified  that any  agreement or  arrangement\n          which  it is a party  to or  directly  or  indirectly  concerned  with\n          (whether or not legally  binding) or that any course of conduct  which\n          it is pursuing is  registerable  under or  prohibited by or capable of\n          giving  rise to any  investigation  by the  Director  General  of Fair\n          Trading or reference to the monopolies and merger commission  (whether\n          pursuant to the Treaty of  Amsterdam,  The Fair Trading Act 1973,  The\n          Resale Prices Act 1976, The Restrictive  Trade Practices Acts 1976 and\n          1977, The Competition  Acts 1980 and 1998, The Trade  Descriptions Act\n          1968,  The Consumer  Credit Act 1974 or  otherwise)  or  prohibited as\n          incompatible with the European Community legislation and in particular\n          Articles  85 and 86 of The  Treaty  of  Amsterdam  or with  any  other\n          anti-trust legislation.\n\n\n\n                                       34\n\n\n\n12.       EMPLOYEES\n\n12.1      The  particulars  shown in the  Annexure of  Employees  annexed to the\n          Disclosure  Letter show all remuneration  payable and pension benefits\n          and other  benefits  provided  which the  Company  is bound to provide\n          (whether now or in the future) to each officer, Employee or consultant\n          of the  Company or any person  connected  with any such person and are\n          true and  complete  and  include  particulars  of all  profit  sharing\n          incentive  and  bonus  arrangements  to which the  Company  is a party\n          whether legally binding on the Company or not. The Company's  standard\n          terms of engagement of employees is contained in the Disclosure Letter\n          together with details of any changes (other than to salary) thereto.\n\n12.2      No  present  Employee  of the  Company  has given or  received  notice\n          terminating his agreement except as expressly  contemplated under this\n          Agreement.\n\n12.3      The Company has not given notice of any redundancies to any Employee.\n\n12.4      The  Warrantors  are not aware of any  outstanding  claim  against the\n          Company by any person who is now or has been an officer or Employee of\n          the Company or any dispute  between the Company and a material  number\n          or class of its Employees and no payments are due by the Company under\n          the provisions of the Employment Rights Act 1996.\n\n13.       INTELLECTUAL PROPERTY\n\n13.1      Details of all  Intellectual  Property Rights  registered or for which\n          application for  registration has been made in the name of the Company\n          are set out in the Disclosure  Letter.  All such rights are solely and\n          beneficially  owned by the  Company,  valid and  enforceable,  and (in\n          respect of the  registered  rights) all renewal and  maintenance  fees\n          have  been  paid  and  all  steps  necessary  for the  prosecution  of\n          applications taken.\n\n13.2      So far as the  Warrantors  are aware details of all licences  (whether\n          exclusive or  non-exclusive)  granted by any third party in respect of\n          the  Intellectual  Property Rights of the Company  (whether written or\n          oral,  formal or informal,  and including  licences of software (other\n          than office  software)  and\/or  know-how,  collaboration  and research\n          agreements, and any Government or University funding arrangements) are\n          set out in the Disclosure Letter. There has been no breach (whether by\n          the Company or so far as the  Warrantors is aware by such third party)\n          of the terms of any such licence or of any licence  relating to office\n          software  used by the  Company  or of any  confidentiality  agreements\n          entered into by the Company with any third party. Any licences granted\n          to third parties have been entered into in the ordinary  course of the\n          Company's business.\n\n\n                                       35\n\n\n\n13.3       So far as the Warrantors are aware the  Intellectual  Property Rights\n           disclosed against warranties 13.1 and 13.2 constitute all such rights\n           required for the conduct of the Business as at the Completion Date.\n\n13.4       The activities of the Company and its employees in the conduct of the\n           Business  as  now  carried  on  and  any  products   currently  under\n           development or contemplated do not infringe the Intellectual Property\n           Rights of any third party,  and there has been no actual or suspected\n           infringement by any third party of any of the  Intellectual  Property\n           Rights of the Company.\n\n13.5       The Company has taken all  reasonable  steps  required to protect the\n           Company's rights in confidential information and trade secrets of the\n           Company or provided by any third party to the Company.\n\n13.6       There are no actual and the  Warrantors  have not received  notice of\n           any  potential  challenges  or  disputes  relating  to the  validity,\n           subsistence or ownership of any of the  Intellectual  Property Rights\n           of the  Company,  nor any  opposition  or  claim  for  revocation  or\n           rectification of any of the registered  Intellectual Property Rights.\n           The  Company  has no  liability  to pay  compensation  to any  person\n           pursuant  to s.40 and  s.41  Patents  Act  1977 or any  corresponding\n           legislation in any other jurisdiction.\n\n13.7       So far as the Warrantors are aware the Company's products comply with\n           all regulations and standards relevant to their intended applications\n           in any  territory in which the Company is  specifically  requested to\n           participate  in  marketing  its products or where the  Purchaser  has\n           specifically  drawn  the  Company's  attention  to  requirements  for\n           compliance with such regulations or standards.\n\n14.       TAXATION\n\n14.1      Residence\n\n14.1.1    The Company is and always has been resident in the United  Kingdom for\n          the purposes of the TA.\n\n14.1.2    The Company is not and has never been either a dual  resident  company\n          or a dual resident investment company within the meaning of the TA.\n\n14.2      Returns\n\n14.2.1    All returns  computations  and payments which should have been made or\n          given by the Company for the  purposes of Taxation  were made or given\n          within  the  requisite  periods  and have been  correct  and made on a\n          proper  basis  and all  notices  accounts  and  information  which the\n          Company  ought to have made have been made and none\n\n\n                                       36\n\n\n\n          of such  returns or  computations  or  information  is disputed by the\n          Inland  Revenue,  H.M.  Customs and Excise or other  fiscal  authority\n          concerned  and so far as the  Warrantors  are  aware  there is no fact\n          which is  likely  to  occasion  of any  dispute  or of any  claim  for\n          Taxation in respect of any financial  period down to and including the\n          Management  Accounts Date not provided for in the Management  Accounts\n          and the  Warrantors  is not aware of any matter which may lead to such\n          dispute.\n\n14.2.2    The  Company  has   complied  in  all  material   respects   with  all\n          requirements  of  the  Corporation  Tax  Self  Assessment  legislation\n          contained  in  paragraphs  21 to 23 of  Schedule 18 to the Finance Act\n          1998.\n\n14.3      Close Companies\n\n14.3.1    The Company has not since the Balance Sheet Date made and is not to be\n          regarded  as  having  made or given  any such  loan or  advance  as is\n          mentioned  in Section  420 421 or 422 of the TA nor has it released or\n          written off or agreed to release or write off the whole of any part of\n          any such loan or advance.\n\n14.3.2    The  Company  is not and has  never  been a close  investment  holding\n          company within the meaning of Section 13A of the TA.\n\n14.3.3    No distribution within Section 418 of the TA has ever been made by the\n          Company.\n\n14.4      Penalties and Interest\n\n          Save as provided for in the  Management  Accounts the Company has duly\n          paid or fully provided for all Taxation for which it is liable and has\n          not since its  incorporation  paid or become liable to pay any penalty\n          or interest charged in respect of Taxation not duly paid and there are\n          no  circumstances  in which  any such  penalty  or  interest  could be\n          charged  against it in respect of any period  prior to the  Completion\n          Date.\n\n14.5      Transactions involving clearance\n\n          The  Company  has not  entered  into or been a party  to or  otherwise\n          involved in any transaction  scheme or arrangement to which any of the\n          following  provisions  have  been  or  could  be  applied  other  than\n          transactions in respect of which all necessary clearances have\n\n\n                                       37\n\n\n\n          been  obtained  on the basis of full and  accurate  disclosure  to the\n          Inland  Revenue  and\/or  the  Special  Commissioners  of all facts and\n          considerations  relating  thereto  material  to be known to the Inland\n          Revenue and\/or the Special Commissioners:\n\n          the TCGA       Section 139\n          the TA         Sections 703-709\n          the TA         Section 776\n          the TCGA       Sections 135-138\n          the TA         Section 215\n\n14.6      The  Company  has not made (and  will not be deemed to have  made) any\n          elections  under  Section 524 and 534 of the TA (lump sum receipts for\n          patent and copyright).\n\n14.7      Employees and tax\n\n14.7.1    Save  as  provided  for in the  Management  Accounts  all  income  tax\n          deductible  and payable  under the PAYE system has, so far as required\n          to be deducted,  been  deducted  from all payments made by the Company\n          and all amounts due to be paid to the Inland Revenue prior to the date\n          hereof have been so paid.\n\n14.7.2    all deductions and payments required to be made in respect of National\n          Insurance contributions (including employers' contributions) have been\n          so made.\n\n14.7.3    Proper records have been  maintained in respect of all such deductions\n          and payments and all regulations applicable thereto have been complied\n          with.\n\n14.8      [intentionally left blank]\n\n14.9      Value Added Tax\n\n14.9.1    The  Company  is not and has not been for value  added tax  purposes a\n          member of any group of companies.\n\n14.9.2    So far as the  Warrantors  are aware the Company has complied with all\n          legislation,  regulations,  notices orders and  directions  concerning\n          value added tax,  including  the making of all  necessary  returns and\n          payments  required  by law to  H.M.  Customs  and  Excise  within  the\n          prescribed time limits and has maintained up-to-date records, invoices\n          and other documentsas legally required to do so.\n\n14.9.3    Save as  provided  in the  Management  Accounts  the Company is not in\n          arrears  with any  payments  or  returns or  notifications  under such\n          legislation,  regulations  or  notices  or liable to any  abnormal  or\n          non-routine payment or any forfeiture penalty interest or surcharge or\n          to the operation of any penal provisions contained therein.\n\n\n                                       38\n\n\n\n14.10     [intentionally left blank]\n\n14.11     Tax Avoidance\n\n          The  Company  has not  entered  into or been a party to any  scheme or\n          arrangement or schemes or  arrangements  designed partly or wholly for\n          the purpose of illegally avoiding Taxation.\n\n14.12     Inheritance Tax, Capital Transfer Tax and Capital Gains\n\n14.2.1    There is no outstanding Inland Revenue Charge under Section 237 of the\n          Inheritance  Tax Act 1984 over any of the assets of the Company or any\n          of the Sale Shares.\n\n14.2.2    No person has by virtue of Section 212(1) of the  Inheritance  Tax Act\n          1984 any power of sale  mortgage  or charge in  respect  of any of the\n          assets of the Company or any of the Sale Shares.\n\n14.13     [intentionally left blank]\n\n14.14     Roll-over Relief\n\n          The Company has made no claim under Sections 152 to 156 (inclusive) or\n          Section 158 of the TCGA or Section 276 of the TA and no such claim has\n          been made by any other  company  which  affects  or could  affect  the\n          amount or value of the  consideration for the acquisition of any asset\n          by  the  Company  taken  into  account  in  calculating  liability  to\n          corporation  tax on  chargeable  gains  or  any  allowable  loss  on a\n          subsequent disposal.\n\n14.15     [intentionally left blank]\n\n14.16     Premiums\n\n          The Company has not  effected or entered into any act  transaction  or\n          arrangement  of any nature  whereby it has  incurred or may  hereafter\n          incur any liability  under or by virtue of Sections 34 35 36 and 37 of\n          the TA  (treatment of premiums  etc) and pending  Completion  will not\n          effect or enter into any such act transaction or arrangement.\n\n14.17     No  Taxation  is or may become  payable  by the  Company  pursuant  to\n          Section 190 of the TA in respect of any chargeable  gain which accrued\n          or will accrue  prior to  Completion  and the Company  will at no time\n          within the two years ending at Completion have  transferred any assets\n          other than trading  stock to any company which at the time of disposal\n          was a member  of the same  group (as  defined  in  Section  170 of the\n          TCGA).\n\n\n                                       39\n\n\n\n14.18     Company reconstruction or amalgamation\n\n          The Company has not been a party to or involved in any share for share\n          exchange nor any scheme of  reconstruction or amalgamation such as are\n          mentioned  in  Sections  135 and 136 of the TCGA or Section 139 of the\n          TCGA under which shares or debentures have been issued or any transfer\n          of assets effected.\n\n14.19     Chargeable Debts\n\n          No gain  chargeable to  corporation  tax will accrue to the Company on\n          the  disposal  of any debt owing to the  Company not being a debt on a\n          security.\n\n\n14.20     Claims by the Company\n\n          The  Company  has made no claim in the last six years under any of the\n          following:-\n\n14.20.1   Section 279 of the TCGA (foreign assets; delayed remittances);\n\n14.20.2   Section 24 of the TCGA (assets of negligible value);\n\n14.20.3   Section  280  of  the  TCGA  (tax  on  chargeable   gains  payable  by\n          instalments);\n\n14.20.4   Section 584 of the TA (unremittable  income arising outside the United\n          Kingdom)  or  Section  585 of  the  TA  (relief  from  tax on  delayed\n          remittances);\n\n14.20.5   Section 140 of the TCGA  (postponement of charge on transfer of assets\n          to non-resident company).\n\n14.21     [intentionally left blank]\n\n14.22     General\n\n14.22.1   No  liability  of the Company to Taxation has arisen since the Balance\n          Sheet Date but prior to the Completion  Date save for  corporation tax\n          payable in respect of normal  trading  profits  earned by it or income\n          tax   deducted   under  PAYE   regulations   or   national   insurance\n          contributions  or Value  Added  Tax or  sickness  pay for  which it is\n          accountable to the Inland Revenue,  Customs &amp; Excise or other relevant\n          authority and which has where appropriate been deducted or charged and\n          where due paid to the Inland Revenue or such other relevant  authority\n          where such liability  arises from or in respect of any matter or thing\n          done  outside  the  ordinary  course of  business of the Company as at\n          Completion.\n\n\n                                       40\n\n\n\n14.22.2.  All documents in the possession of the Company or to the production of\n          which it is entitled and which  attract  stamp or transfer duty in the\n          United Kingdom or elsewhere have been properly stamped.\n\n15.       PROPERTIES\n\n15.1      The  Properties  are  occupied or used by right of  ownership or under\n          lease or licence, the terms of which permit their occupation or use by\n          the  Company  as  occupied  or  used  at  the  Completion   Date.  The\n          information  contained  in the  Disclosure  Letter as to the tenure of\n          each of the  Properties  and the principal  terms of the tenancies and\n          licences  subject to and with the benefit of which the  Properties are\n          held the rents currently payable and the dates of the next rent review\n          are accurate in all respects.\n\n15.2      The Company has not received  notice that any  licences,  consents and\n          approvals  required from the landlords or any superior landlords under\n          any leases or licences of the Properties for the proper carrying on of\n          the Business have not been obtained or are otherwise than valid and in\n          full force and the  covenants  on the part of the tenant  contained in\n          the  licences,  consents and  approvals  have been duly  performed and\n          observed.\n\n15.3      The  Properties  as  described  in Schedule 4 are the only  properties\n          owned,  controlled  or occupied by the Company or in which the Company\n          has  any  interest   (including   rights  under  options,   rights  of\n          pre-emption or other contractual relationship).\n\n15.4      The Company has in its possession or control all documents of title in\n          relation to the  Properties  which  consist of original  documents  or\n          properly examined abstracts.\n\n15.5      The Company has  exclusive  vacant  possession  and  occupation of the\n          Properties  free from material  encumbrances  or third party rights of\n          any kind  whatever  save as set out in the  Disclosure  Letter and all\n          covenants  restrictions  stipulations or other  encumbrances have been\n          and are being  properly  performed and observed and complied with. All\n          rents,  service charges insurance premiums and outgoings affecting the\n          Properties have been promptly paid and none are outstanding.\n\n15.6      So  far  as  the   Warrantors   are  aware  there  are  no  covenants,\n          restrictions  obligations  conditions  or  stipulations  affecting the\n          Properties  or any part  thereof  which are of an  onerous  or unusual\n          nature which conflict with the present or proposed user thereof or the\n          user thereof for which planning permission has been obtained or sought\n          or which  materially  affect the value of the  Properties  of any part\n          thereof.\n\n15.7      No  sub-lease,  tenancy  or licence  has been  granted or agreed to be\n          granted to any third  party in respect of the  Properties  or any part\n          thereof.\n\n\n                                       41\n\n\n\n15.8      All buildings or other erections on the Properties or any part thereof\n          are in good repair and condition and are fit for the purpose for which\n          they are at  present  used and there  are no  structural  problems  in\n          respect of the Properties  and no deleterious  substances not approved\n          by any relevant Code of Practice have been used in the construction of\n          the  Properties  and the Company has no liability  for any clean-up or\n          removal costs in relation to environmental  matters in relation to the\n          Properties.\n\n15.9      The Company  has not been the tenant of or a  guarantor  in respect of\n          any leasehold property other than the Properties.\n\n15.10     There are no  mortgages  or charges  legal or  equitable  specific  or\n          floating  affecting the  Properties  nor does any person have or claim\n          any lien on the Properties or the documents of title.\n\n15.11      The Company has not received notice of any compulsory purchase orders\n           or  resolutions  affecting any of the  Properties or any proposal for\n           such an order or resolution.\n\n16.       BORROWINGS AND FACILITIES\n\n16.1      Full details of all limits on the Company's  bank  facilities  and all\n          borrowings of the Company are set out in the Disclosure Letter and the\n          Company  is not in  breach  of any of  their  terms  and  none of such\n          facilities or terms of borrowing will be terminated as a result of the\n          entry into this Agreement.\n\n16.2      Full details of all  Encumbrances  granted by the Company or affecting\n          its undertaking or assets are set out in the Disclosure Letter.\n\n17.       INSOLVENCY\n\n17.1      No  administrator,   administrative  receiver,  receiver,  manager  of\n          assets,  liquidator  or  any  other  similar  officer  has  ever  been\n          appointed  in  respect  of the  whole  or any  part of the  assets  or\n          undertaking  of the  Company  and no  order  has been  made,  petition\n          presented, resolution passed or meeting convened at which a resolution\n          will be  proposed  for the  purpose  of the  making  of any  order  in\n          relation to administration, administrative receivership, receivership,\n          liquidation,  management of assets or any other  similar  situation of\n          the Company.\n\n17.2      The Company is not insolvent  nor stopped or suspended  payment of its\n          debts  nor  become  unable  to pay its debts as they fall due (as such\n          expression is defined in either  sub-section (1)(a) to (d) (inclusive)\n          or sub-section (2) of Section 123 of the Insolvency Act 1986).\n\n\n                                       42\n\n\n\n17.3      No voluntary  arrangement  (as referred to in the Insolvency Act 1986)\n          or scheme of arrangement as regards its creditors has been proposed by\n          the Directors or is in operation in relation to the Company.\n\n17.4      No unsatisfied  judgement  order or award is  outstanding  against the\n          Company.\n\n17.5      No written  demand under Section  123(1)(a) of the Insolvency Act 1986\n          has been made against the Company.\n\n17.6      No distress or execution has been levied on or other process commenced\n          against any asset of the Company.\n\n17.7      The  Company  has not entered  into any  transaction  nor been given a\n          preference  to which  sections 238, 239 or 423 of the  Insolvency  Act\n          1986 apply or which may otherwise be liable to be set aside or avoided\n          for any reason.\n\n\n\n\n                                       43\n\n\n\n\n                                   SCHEDULE 4\n\n                                 THE PROPERTIES\n\n\nLeasehold  property  known as second  floor,  Woodley House  Crockhamwell  Road,\nWoodley  held  under a lease  dated  1st  November  1996 and made  between  Peel\nInvestmenets  (North)  Limited and the Company for a term of five years from [ ]\n1996.\n\n\n\n                                       44\n\n\n                                   SCHEDULE 5\n\n                            LIMITATIONS ON LIABILITY\n\n\n1.1       No claim may be made against the Warrantors for any breach of Warranty\n          (a \"Claim\") unless notice of such claim is served on the Warrantors in\n          writing,  specifying in reasonable detail the nature of such claim and\n          the  amount  claimed  as  soon as  reasonably  practicable  after  the\n          Purchaser becomes aware thereof.\n\n1.2       The Purchaser  shall and shall procure that the Company shall promptly\n          reimburse to the  Warrantors  all amounts (not exceeding the aggregate\n          sum  paid by the  Warrantors  (or the  value  of  Macrovision  options\n          surrendered  pursuant to clauses  5.12 and 5.13 of this  Agreement  in\n          accordance with the valuations set out in those clauses) in respect of\n          any Claim less the  Purchaser's  costs and expenses in enforcing  such\n          recovery and any Taxation  thereon) paid by the  Warrantors in respect\n          of any Claim which is  subsequently  recovered by the Purchaser or the\n          Company as the case may be from any  insurance  company or other third\n          party (other than another  company in the  Purchaser's  Group) and the\n          Purchaser  hereby  undertakes  to use and to procure  that the Company\n          uses all  reasonable  endeavours to enforce any rights to recover such\n          sums  from  insurers  or  such  other  third  parties  subject  to the\n          Warrantors indemnifying and securing the Purchaser and the Company (to\n          their  reasonable  satisfaction)  against  any  reasonable  costs  and\n          expenses  liabilities  penalties  and  fines  which  may  be  incurred\n          thereby.\n\n1.3       No Claim shall be made against the Warrantors:\n\n          (a)       to the  extent  that the  breach  giving  rise to a possible\n                    Claim  occurs or is  increased  by reason of the coming into\n                    force  of any  legislation  not in force at the date of this\n                    Agreement  or the  withdrawal  of any relief,  allowance  or\n                    concession  available  at the  date  of this  Agreement  and\n                    reliance on which by the  Company  has been  notified to the\n                    Purchaser in the Disclosure  Letter (where such  legislation\n                    or withdrawal  purports to be effective  retrospectively  in\n                    whole  or in  part)  or as a  result  of  any  retrospective\n                    increase  in any rate of Taxation or by reason of any change\n                    occurring  after  the  date of  this  Agreement  in  Revenue\n                    practice or by reason of any change occurring after the date\n                    of this  Agreement  in any  principal  of common law in each\n                    case with retrospective effect;\n\n\n\n                                       45\n\n\n          (b)       based upon a liability  which is contingent  only unless and\n                    until:-\n\n                    (i) the  Purchaser  notifies the  Warrantors of the claim in\n                    accordance with paragraph 1.1 above;\n\n                    (ii)  if  the  claim  is  disputed  by  the  Warrantors  the\n                    Purchaser obtains a written opinion from counsel of at least\n                    10 years standing advising that the contingent  liability is\n                    likely to become an actual liability.\n\n1.4       If any matter comes to the notice of the  Purchaser or a member of the\n          Group the Purchaser  shall and shall procure that each relevant member\n          of the Group shall:\n\n          (a)       give written  notice thereof to the Warrantors in accordance\n                    with paragraph 1.1 ;\n\n          (b)       (save where it is not reasonably practicable to consult with\n                    the  Warrantors  or having made all  reasonable  attempts to\n                    consult with the Warrantors,  in the Purchaser's opinion the\n                    Warrantors   are   unreasonably   withholding   or  delaying\n                    agreement) not make any admission of liability, agreement or\n                    compromise to or with any person in relation thereto without\n                    prior consultation with or the prior agreement in writing of\n                    the Warrantors;\n\n          (c)       give the Warrantors and their professional advisers (subject\n                    to their execution of any  confidentiality  undertakings the\n                    Purchaser may reasonably  require)  reasonable access during\n                    normal  business  hours to the premises and personnel of the\n                    Company (but without unreasonably disrupting the business of\n                    the Group) and to any relevant chattels, accounts, documents\n                    and  records   within  the  possession  or  control  of  the\n                    Purchaser  or the Group to enable the  Warrantors  and their\n                    professional  advisers to examine such  chattels,  accounts,\n                    documents  and records  and to take  copies and  photographs\n                    thereof  at their  own  expense  subject  to the  Warrantors\n                    indemnifying  and securing the Purchaser and the Company (to\n                    their  reasonable   satisfaction)   against  any  costs  and\n                    expenses  liabilities  penalties  and  fines  which  may  be\n                    incurred thereby;\n\n          (d)       take  such   reasonable  and   appropriate   action  as  the\n                    Warrantors may reasonably request to avoid, dispute, resist,\n                    compromise or defend any such claim .\n\n1.5       Notwithstanding anything expressed or implied in this Agreement to the\n          contrary,  any  payment by the  Vendors  pursuant  to a Claim shall be\n          treated  for  all  purposes  by  the  parties  as a  reduction  in the\n          consideration  payable  for the Sale  Shares  and  clause [3] shall be\n          modified accordingly.\n\n1.6       The Purchaser shall only be entitled to recover once for the same loss\n          suffered as a result of a breach of one or more of the Warranties.\n\n\n                                       46\n\n\n\n1.7       The Purchaser shall procure that all reasonable  steps are taken by it\n          and each  member  of the  Group  to  mitigate  any  loss or  liability\n          pursuant to its obligation  existing at law generally which might give\n          rise to a false Claim.\n\n1.8       The liability of the Warrantors under or in relation to the Warranties\n          shall  determine  on the second  anniversary  of the  Completion  Date\n          except in respect of any claim of which the Purchaser shall have given\n          written notice to the Warrantors prior to that date.\n\n1.9       The  Purchaser  confirms  that at the  Completion  Date  other than in\n          relation to the matters set out in the  Disclosure  Letter it does not\n          have actual knowledge of any fact or matter which it believes or knows\n          (and without  making  further  enquiry or linking  together any two or\n          more different  facts)  constitutes a breach of any of the Warranties.\n          For the purposes of this  paragraph 1.9 the \"actual  knowledge\" of the\n          Purchaser  shall be  construed  as  meaning  the actual  knowledge  of\n          William Krepick, Victor Viegas and Brian Dunn.\n\n\n\n                                       47\n\n\n\n\nSIGNED (but not delivered until the date    )\nhereof) as a DEED by the said               )\nPETER ARTHUR NEWMAN.................        )        \/s\/ Peter Newman\nin the presence of:-                        )        ----------------\n\n\nWITNESS:\n\nName:    \/s\/ illegible...............\n         ----------------------------\n\nAddress: London WC1X.........\n\n         ...........................\n\nOccupation: Trainee Solicitor.......\n\n\nSIGNED (but not delivered until the date    )\nhereof) as a DEED by the said               )\nDR KEITH GEORGE WARREN...........           )       \/s\/ Keith Warren\nin the presence of:-                        )       ----------------\n\nWITNESS:\n\nName:   \/s\/ illegible...............\n        ----------------------------\n\nAddress: London WC1X................\n\n             .......................\n\nOccupation:  Trainee Solicitor......\n\n\nEXECUTED (but not delivered until the )\ndate hereof) as a DEED by             )\nIPR INDUSTRIES LIMITED                )\nacting by                             )\n\n                           Director:              \/s\/ Nils Martensson...........\n                                                  ------------------------------\n                           Director\/Secretary:    \/s\/ Patrick Martensson........\n                                                  ------------------------------\n\n\n                                       48\n\n\n\nEXECUTED (but not delivered until the ) \ndate hereof) as a DEED by             ) \nCOINSHIRE LIMITED                     ) \nacting by                             ) \n                                      \n\n                           Director:              \/s\/ Mike Brooke...............\n                                                  ------------------------------\n\n                           Director\/Secretary:    ..............................\n\nEXECUTED (but not delivered until the ) \ndate hereof) as a DEED by             ) \n(QUESTER VCT PLC)                     ) \nacting by                             ) \n                                      \n                           Director:                \/s\/ Simon Acland............\n                                                  ------------------------------\n                           Director\/Secretary:      \/s\/ James Abel..............\n                                                  ------------------------------\n\nEXECUTED (but not delivered until the ) \ndate hereof) as a DEED by             ) \nABINGTON VENTURES                     ) \nLIMITED PARTNERSHIP                   ) \nacting by its General Partner         )\nAbingworth Ventures (G.P.) Limited    \n\n                           Director:                \/s\/ Stephen Bunting.........\n                                                  ------------------------------\n                           Director\/Secretary:      \/s\/ David Leathers..........\n                                                  ------------------------------\n\nEXECUTED (but not delivered until the ) \ndate hereof) as a DEED by             ) \nABINGTON VENTURES                     ) \nLIMITED PARTNERSHIP \"B\"               ) \nacting by its General Partner         )\nAbingworth Ventures (G.P.) Limited    \n\nacting by\n\n                           Director:              \/s\/ Stephen Bunting...........\n                                                  ------------------------------\nDirector\/Secretary:              \/s\/ David Leathers...........\n                                ------------------------------\n\n\n                                       49\n\n\n\nEXECUTED  (but not delivered  until the  )\ndate hereof) as a DEED by  ALTA-BERKELEY )\n111 CV acting by Albert Van Herk         )\n                                         )\n                           Director:              \/s\/ Albert Van Herk...........\n                                                  ------------------------------\n         Alta Berkeley Associates BV\n         General Partner\n                           Director\/Secretary:    ..............................\n\nSIGNED (but not delivered until the date    )\nhereof) as a DEED by the said               )\nCOLIN NUNN...............................   )     \/s\/ Colin Nunn................\nin the presence of:-                        )     ------------------------------\n\n\nWITNESS:\n\nName:     \/s\/ illegible............\n          -------------------------\n\nAddress: London WC1X...............\n\n        ...........................\n\nOccupation Trainee Solicitor.......\n\n\nSIGNED (but not delivered until the date    )\nhereof) as a DEED by the said               )\nTOBY GAWIN................................  )      \/s\/ Toby Gawin...............\nin the presence of:-                        )     ------------------------------\n\n\n\nWITNESS:\n\nName:     \/s\/ illegible..............\n          ---------------------------\nAddress: London WC1X.................\n\n         ............................\n\nOccupation:  Solicitor...............\n\n\n\n                                       50\n\n\n\nEXECUTED (but not delivered until the )\ndate hereof) as a DEED by             )\nMACROVISION CORPORATION               )\nacting by                             )\n                                      \n\n                           Authorised Signatory:   \/s\/ Victor Viegas............\n                                                   -----------------------------\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8106],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9622,9627],"class_list":["post-43224","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-media__movies","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43224","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43224"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43224"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43224"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43224"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}