{"id":43733,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/strategic-investment-agreement-digimarc-corp-and-macrovision.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"strategic-investment-agreement-digimarc-corp-and-macrovision","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/strategic-investment-agreement-digimarc-corp-and-macrovision.html","title":{"rendered":"Strategic Investment Agreement &#8211; Digimarc Corp. and Macrovision Corp."},"content":{"rendered":"<pre>                         STRATEGIC INVESTMENT AGREEMENT\n\n                                     between\n\n                              DIGIMARC CORPORATION\n\n                                       and\n\n                             MACROVISION CORPORATION\n\n                         Dated as of September 17, 2000\n\n\n                                Table of Contents\n\n                                                                            Page\n\nARTICLE I. Purchase and Sale of Additional Shares............................2\n         1.1  Purchase and Sale of the Additional Shares.....................2\n         1.2  The Closing....................................................2\n         1.3  JDA Amendment..................................................2\n\nARTICLE II. Representations and Warranties...................................3\n         2.1  Representations and Warranties of the Company..................3\n         2.2  Representations and Warranties of the Investor................10\n\nARTICLE III. Covenants......................................................12\n         3.1  [Reserved]....................................................12\n         3.2  Investor's Standstill Agreement...............................12\n         3.3  Transfer......................................................13\n         3.4  Compliance with Section 13....................................14\n         3.5  Director Appointments and Election............................14\n\nARTICLE IV. Registration Rights.............................................15\n         4.1  Legend........................................................15\n         4.2  Registration on Form S-3......................................16\n         4.3  Piggyback Registration........................................17\n         4.4  Registration Procedures.......................................18\n         4.5  Delay of Registration; Furnishing Information.................20\n         4.6  Termination of Registration Rights............................21\n         4.7  Indemnification...............................................21\n         4.8  Assignment of Registration Rights.............................23\n         4.9  Limitation on Subsequent Registration Rights..................24\n         4.10 Market Stand-Off Agreement....................................24\n         4.11 Rule 144 Reporting............................................24\n\nARTICLE V. Additional Agreements............................................25\n         5.1  Consents; Approvals...........................................25\n         5.2  Procedural Safeguards.........................................25\n\nARTICLE VI. Conditions Precedent............................................26\n         6.1  Investor Conditions to Closing................................26\n         6.2  Company Conditions to Closing.................................28\n\nARTICLE VII. Miscellaneous..................................................29\n         7.1  Fees and Expenses.............................................29\n         7.2  Severability..................................................29\n         7.3  Consent to Jurisdiction.......................................30\n         7.4  Dispute Resolution Procedures.................................30\n         7.5  Brokers.......................................................32\n         7.6  Entire Agreement; Amendments..................................33\n         7.7  Notices.......................................................33\n\n\n                                        i\n\n\n         7.8  No Waiver.....................................................34\n         7.9  Heading.......................................................34\n         7.10 Successors and Assigns........................................34\n         7.11 No Third Party Beneficiaries..................................35\n         7.12 Governing Law.................................................35\n         7.13 Further Assurances............................................35\n         7.14 Relationship of the Parties...................................35\n         7.15 Publicity.....................................................35\n         7.16 Number and Gender of Words....................................36\n         7.17 Interpretation................................................36\n         7.18 Counterparts..................................................36\n\n\n                                       ii\n\n\n                                TABLE OF EXHIBITS\n\nExhibit A - Definitions\nExhibit B - JDA Amendment\nExhibit C - Schedule of Exceptions\nExhibit D - Director Agreement\n\n\n\n                              DIGIMARC CORPORATION\n\n                         STRATEGIC INVESTMENT AGREEMENT\n\n      THIS STRATEGIC INVESTMENT AGREEMENT (this \"Agreement\") is made as of\nSeptember 17, 2000 by and between MACROVISION CORPORATION, a Delaware\ncorporation (the \"Investor\"), and DIGIMARC CORPORATION, a Delaware corporation\n(the \"Company\"), (each a \"Party\", collectively, the \"Parties\"). Capitalized\nterms used in this Agreement and not otherwise defined are defined in Exhibit A,\nattached hereto and incorporated by reference herein.\n\n      A. The Investor and the Company believe that a more extensive business\nrelationship between them would be mutually advantageous.\n\n      B. As part of such current and potential business relationship, the\nParties desire that the Investor further increase its equity stake in the\nCompany by purchasing additional shares of the Company's Common Stock (the\n\"Common Stock\", and such shares, the \"Additional Shares\") at a purchase price of\nthe lower of (i) $20.00 per share and (ii) the price to be paid for the Common\nStock by Koninklijke Philips Electronics N.V. or an Affiliate thereof\n(\"Philips\") for the purchase of approximately twelve percent (12%) of the issued\nand outstanding Common Stock pursuant to the Strategic Investment Agreement\nbetween the Company and Philips of even date herewith (the \"Philips Strategic\nInvestment Agreement\"), such that after its purchase of the Additional Shares\nthe Investor will hold an aggregate amount of Common Stock equal to the\nMacrovision Percentage (defined below). The \"Macrovision Percentage\" of the\nCommon Stock shall be an amount equal to twelve and five tenths of a percent\n(12.5%) of the issued and outstanding Common Stock at the Closing, including the\n924,475 shares of Common Stock currently owned by the Investor (the \"Original\nShares\") and the Additional Shares to be issued to the Investor hereunder and\nthe shares issued or to be issued pursuant to the Philips Strategic Investment\nAgreement, but excluding shares subject to warrants, options or other contracts\nfor the sale of the Common Stock existing on the date of this Agreement. If the\nCompany issues any warrants, options or other contracts for the purchase of\nCommon Stock after the date of this Agreement but prior to the Closing (other\nthan pursuant to the Company's existing employee stock purchase plans), then the\nInvestor may purchase (at its option) a number of shares of Common Stock such\nthat the Macrovision Percentage may be calculated including the Common Stock\navailable for issuance under such warrants, options and other contracts.\n\n      NOW, THEREFORE, in consideration of the mutual promises contained herein\nand made pursuant hereto, and good and valuable consideration, receipt of which\nis hereby acknowledged, the Parties hereto do hereby agree as follows:\n\n\n                                       1\n\n\n                                   ARTICLE I.\n\n                          Purchase and Sale of Additional Shares\n\n1.1 Purchase and Sale of the Additional Shares.\n\n      Subject to the terms and conditions hereof, the Company will issue and\nsell to the Investor, and the Investor will purchase from the Company, at the\nClosing (defined in Section 1.2), that number of Additional Shares at a purchase\nprice per share (the \"Share Price\") equal to the lower of (a) $20.00 per share\nand (b) the price for the Common Stock to be paid by Philips pursuant to the\nPhilips Strategic Investment Agreement, such that the Investor will hold an\naggregate amount of Common Stock equal to the Macrovision Percentage. The \"Total\nPurchase Price\" shall be the Share Price multiplied by the number of Additional\nShares purchased by the Investor, such number of shares when taken together with\nthe Original Shares not to exceed the Macrovision Percentage.\n\n1.2 The Closing.\n\n      The purchase and sale of the Additional Shares shall take place at the\noffices of Morrison &amp; Foerster LLP, 425 Market Street, San Francisco,\nCalifornia, on October 19, 2000, or at such other time and place as the Company\nand the Investor mutually agree upon orally or in writing (the \"Closing\"). At\nthe Closing, the Company shall deliver to the Investor a stock certificate\nrepresenting the Additional Shares purchased by the Investor, and the Investor\nshall pay the Total Purchase Price by wire transfer of immediately available\nfunds in the manner requested by the Company, all in accordance with Section\n1.1.\n\n1.3 JDA Amendment.\n\n      On the date hereof the Parties will execute an amendment to the Joint\nDevelopment Agreement between them, dated as of August 22, 1997 and as\npreviously amended, which is attached hereto as Exhibit B (the \"JDA Amendment\").\nPursuant to the JDA Amendment, the Investor has agreed to prepay the minimum\nroyalties due thereunder and, as additional consideration for such acceleration,\nthe Company has agreed to reduce the total amount due thereunder to $2,000,000,\npayable over four (4) quarters, starting with the calendar quarter ending\nSeptember 30, 2000. The remaining terms and conditions are more fully set forth\nin the JDA Amendment.\n\n\n                                       2\n\n\n                                  ARTICLE II.\n\n                         Representations and Warranties\n\n2.1 Representations and Warranties of the Company.\n\n      Except as set forth on the Schedule of Exceptions, attached hereto as\nExhibit C (\"Schedule of Exceptions\"), or as disclosed in the SEC Documents (as\ndefined in Section 2.1(f)), the Company represents and warrants to the Investor\nas follows:\n\n      (a) Organization and Qualification.\n\n      The Company is a corporation duly organized and existing in good standing\nunder the laws of the jurisdiction in which it is incorporated, and has the\nrequisite corporate power to own its properties and to carry on its business as\nnow being conducted. The Company is duly qualified as a foreign corporation to\ndo business and is in good standing in every jurisdiction in which the nature of\nthe business conducted or property owned by it makes such qualification\nnecessary and where the failure to qualify would have a Material Adverse Effect\nwith respect to the Company.\n\n      (b) Authorization; Enforcement.\n\n      The Company has the requisite corporate power and authority to enter into\nand perform this Agreement and to issue the Additional Shares in accordance with\nthe terms hereof. The execution and delivery by the Company of this Agreement\nand the consummation of the transactions contemplated hereby have been duly\nauthorized by the Company's Board of Directors, and no further consent or\nauthorization of the Company or its Board of Directors or stockholders is\nrequired. This Agreement has been duly executed and delivered by the Company.\nSubject to the Company's receipt of the Total Purchase Price, this Agreement\nconstitutes the valid and binding obligation of the Company enforceable against\nthe Company in accordance with its respective terms, except as such\nenforceability may be limited by applicable insolvency, reorganization,\nmoratorium, liquidation or similar laws relating to, or affecting generally the\nenforcement of, creditors' rights and remedies or by equitable principles of\ngeneral application.\n\n      (c) Capitalization.\n\n      The authorized capital stock of the Company consists of 100,000,000 shares\nof Common Stock, of which as of September 13, 2000, 13,085,930 shares were\nissued and outstanding and 5,000,000 shares of Preferred Stock, none of which is\noutstanding. All of such outstanding shares have been validly issued and are\nfully paid and nonassessable. As of September 15, 2000, the Company has: (1)\ngranted options to purchase a total of 4,028,438 shares of Common Stock; (2)\nissued warrants covering 150,000 shares of Common Stock; (3) not entered into\nother contracts covering the future issuance of any shares of Common Stock; (4)\nreserved for issuance 1,167,470 shares of Common Stock under its employee stock\noption plans; and (5) reserved for issuance 575,603 shares of \n\n\n                                       3\n\n\nCommon Stock under its employee stock purchase plans. The Company has furnished\nto the Investor true and correct copies of the Company's Certificate of\nIncorporation as in effect on the date hereof (the \"Certificate of\nIncorporation\") and the Company's By-laws, as in effect on the date hereof (the\n\"By-laws\").\n\n      (d) Validity of Additional Shares.\n\n      The Additional Shares, when issued in accordance with the terms of this\nAgreement, will be validly issued, fully paid and nonassessable.\n\n      (e) No Conflicts.\n\n      The execution, delivery and performance by the Company of this Agreement\nand the consummation by the Company of the transactions contemplated hereby do\nnot (i) result in a violation of the Company's Certificate of Incorporation or\nBy-laws, or (ii) conflict with, or constitute a default (or an event which with\nmaterial notice or lapse of time or both would become a default) under, or give\nto others any rights of termination, amendment, acceleration or cancellation of,\nany material agreement, material indenture or material instrument to which the\nCompany is a Party, or result in a violation of any law, rule, regulation,\norder, judgment or decree applicable to the Company or by which any property or\nasset of the Company is bound or affected (except for such conflicts, defaults,\nterminations, amendments, accelerations, cancellations and violations as would\nnot, individually or in the aggregate, have a Material Adverse Effect on the\nCompany). No action, suit, dispute or proceeding is pending or, to the best\nknowledge of the Company, threatened against the Company which, if adversely\ndetermined, would prevent the Company from carrying out its obligations under\nthis Agreement or which would have a Material Adverse Effect on the Company or\non any of the Company's Intellectual Property (as defined in Section 2(m)(i)\nhereof). The business of the Company is not being conducted in violation of any\nlaw, ordinance or regulation of any Governmental Authority, except for possible\nviolations which either singly or in the aggregate do not and will not have a\nMaterial Adverse Effect with respect to the Company. Except as contemplated by\nthis Agreement, the Company is not required to obtain any consent, authorization\nor order of, or make any filing or registration with, any court or Governmental\nAuthority in order for it to execute, deliver or perform any of its obligations\nunder this Agreement.\n\n      (f) SEC Documents, Financial Statements.\n\n      Since December 7, 1999, the Company has filed all reports, schedules,\nforms, statements and other documents required to be filed by it with the SEC\npursuant to the reporting requirements of the Exchange Act (all filings with the\nSEC since such date through the date of this Agreement are hereinafter the \"SEC\nDocuments\"). As of their respective dates, the SEC Documents complied in all\nmaterial respects with the requirements of the Exchange Act and the rules and\nregulations of the SEC promulgated thereunder applicable to such SEC Documents,\nand none of the SEC Documents (when read together with all exhibits included\ntherein and financial statement schedules thereto \n\n\n                                       4\n\n\nand documents (other than exhibits) incorporated by reference) contained any\nuntrue statement of a material fact or omitted to state a material fact required\nto be stated therein or necessary in order to make the statements therein, in\nlight of the circumstances under which they were made, not misleading. The\nfinancial statements of the Company included in the SEC Documents comply as to\nform in all material respects with applicable accounting requirements and the\npublished rules and regulations of the SEC with respect thereto. Such financial\nstatements have been prepared in accordance with U.S. generally accepted\naccounting principles (\"GAAP\") applied on a consistent basis during the periods\ninvolved (except (i) as may be otherwise indicated in such financial statements\nor the notes thereto, or (ii) in the case of unaudited interim statements, to\nthe extent they may not include footnotes or year-end adjustments or may be\ncondensed or summary statements) and fairly present in all material respects the\nconsolidated financial position of the Company as of the dates thereof and the\nconsolidated results of its operations and cash flows for the periods then ended\n(subject, in the case of unaudited statements, to normal year-end audit\nadjustments).\n\n      (g) Liabilities.\n\n      The Company has no debt, obligation, duty or liability of any nature\nincluding any unknown, undisclosed, unmatured, unaccrued, unasserted,\ncontingent, indirect, conditional, implied, vicarious, derivative, joint,\nseveral or secondary liability, regardless of whether such debt, obligation,\nduty or liability would be required to be disclosed on a balance sheet prepared\nin accordance with GAAP, consistently applied, and regardless of whether such\ndebts, obligations, duties or liabilities are immediately due and payable\n(hereinafter, \"Liabilities\"), and the executive officers of the Company have no\nknowledge that could result in any such debts, obligations, duties or\nliabilities of the Company except:\n\n            (i) Those Liabilities disclosed in the SEC Documents; or\n\n            (ii) Those Liabilities reflected or reserved against on the\nCompany's June 30, 2000 balance sheet (the \"Interim Balance Sheet\") or incurred\nby the Company in the ordinary course of business since June 30, 2000, none of\nwhich individually or in the aggregate had or will have a Material Adverse\nEffect on the business of the Company or its property, assets, financial\ncondition, earnings, profits or prospects or which would have a material adverse\neffect on any of the Intellectual Property.\n\n      (h) Offering.\n\n      Assuming (i) the accuracy of the representations and warranties of the\nInvestor contained in Section 2.2 hereof and (ii) that the principal office of\nthe Investor is at 1341 Orleans Drive, Sunnyvale, California, the offer,\nissuance, and sale of the Additional Shares are and will be exempt from the\nregistration and prospectus delivery requirements of the Securities Act and are\nexempt from the registration, permit, or qualification requirements of all\napplicable state securities laws.\n\n\n                                       5\n\n\n      (i) Subsidiaries.\n\n      The Company does not presently own or control, directly, or indirectly,\nany interest in any other corporation, association, partnership, or other\nbusiness entity.\n\n      (j) Litigation.\n\n      There are no civil, criminal or administrative actions, suits, claims,\nhearings or proceedings pending, initiated or, to the best knowledge of the\nexecutive officers of the Company, threatened, against the Company which, if\ndecided adversely, are reasonably expected to have a Material Adverse Effect\nwith respect to the Company. There are no actions, suits, claims, hearings or\nproceedings pending, initiated or, to the best knowledge of the Company,\nthreatened, by the Company against any other Person for claims in excess of\n$500,000.\n\n      (k) Watermarking Technology.\n\n      There is no present intention by the Company to depart from its business\nplan of aggressively developing and marketing its watermarking technology.\n\n      (l) Absence of Certain Changes.\n\n      Since the date of the Company's most recent quarterly report filed with\nthe SEC (the \"Audit Date\"), the Company has conducted its businesses only in,\nand has not engaged in any material transaction other than according to, the\nordinary and usual course of its business. Without limiting the generality of\nthe foregoing, since the Audit Date there has not been any damage, destruction\nor other casualty or loss with respect to any asset or property owned, leased or\notherwise used by the Company or any of its subsidiaries, whether or not covered\nby insurance, which will have a Material Adverse Effect on the Company.\n\n      (m) Intellectual Property.\n\n            (i) The Company is the sole legal and beneficial owner of all\nintellectual property, proprietary technology and proprietary information held\nor used in the business of the Company (the \"Intellectual Property\"), except for\nIntellectual Property that is the subject of any license for Third Party\nIntellectual Property Rights (a \"Third Party Intellectual Property License\") or\ncommercially available or user licenses. Notwithstanding the foregoing, the\nCompany makes no warranty about third party patents that have not, to the\nknowledge of the Company's executive officers, been asserted in writing against\nthe Company as of the date hereof, other than: (A) third party patents that the\nCompany has asked outside legal counsel to analyze to determine whether such\npatents apply to the Company's products; (B) any third-party patent for which\nthe Company's in-house attorneys have prepared a written analysis relating to\nthe relevance of such patent to the Company's products; (C) third-party patents\nthat have been identified by or brought to the attention to any of the executive\nofficers of the Company (which includes its Chief Technology Officer and the\ngeneral managers of each of its \n\n\n                                       6\n\n\nthree lines of business) or the Vice President of Engineering or the Vice\nPresident of Corporate Development of the Company as being potentially infringed\nby the Company's products or methods, or (D) third party patents that the\nCompany is willfully infringing.\n\n            (ii) With the exception of immaterial licenses and agreements\nentered into in the normal course of business and except for as set forth in the\nSchedule of Exceptions, the Company has not entered into any contracts or\ncreated any encumbrances which affect the Intellectual Property or restrict the\nuse by the Company of the Intellectual Property in any way.\n\n            (iii) The Company is in compliance in all material respects with all\nThird Party Intellectual Property Licenses.\n\n            (iv) The Company is not, nor will it be as a result of the execution\nand delivery of this Agreement or the performance of obligations hereunder in\nviolation or breach of any contracts as to which the Company licenses or\nsublicenses the Intellectual Property or any Third Party Intellectual Property\nLicenses.\n\n            (v) The Company has the right to license to third parties the use of\nthe Intellectual Property other than commercially available and user software\nlicenses and other than the Intellectual Property that, in the aggregate, would\nbe immaterial to the Company's business.\n\n            (vi) All registrations and filings relating to the Company's\nIntellectual Property are in good standing. All maintenance and renewal fees\nnecessary to preserve the rights of the Company in respect of its Intellectual\nProperty have been made. The registrations and filings relating to the Company's\nIntellectual Property are proceeding, and there are no facts of which the\nexecutive officers of the Company have knowledge which could significantly\nundermine those registrations or filings or reduce to a significant extent the\nscope of protection of any patents arising from such applications beyond that\nwhich ordinarily might occur in a patent prosecution proceeding. Notwithstanding\nthe foregoing, the Company only makes the foregoing warranties under this\nsubsection (vi) to the knowledge of the Company's executive officers as of the\nClosing as applied to the Third Party Intellectual Property Rights.\n\n            (vii) The manufacturing, marketing, distribution or sale of any\nproduct currently manufactured, marketed, distributed or sold by, or identified\nfor development by, the Company, any of its subsidiaries, licensees or\nsublicensees in the countries where the Company has conducted or proposes to\nconduct such activities does not and would not infringe, induce infringement or\ncontributorily infringe the intellectual property rights throughout the world of\nany third party (collectively, \"Third Party Intellectual Property Rights\"),\nexcept the Company makes no warranty about third party patents that have not, to\nthe knowledge of the Company's executive officers, been asserted in writing\nagainst the Company as of the date hereof, other than: (A) third party patents\nthat the Company has asked outside legal counsel to analyze to determine whether\nsuch patents apply to the Company's products; (B) any third-party patent for\nwhich the Company's in-house \n\n\n                                       7\n\n\nattorneys have prepared a written analysis relating to the relevance of such\npatent to the Company's products; (C) third-party patents that have been\nidentified by or brought to the attention to any of the executive officers of\nthe Company or the Vice President of Engineering or the Vice President of\nCorporate Development of the Company as being potentially infringed by the\nCompany's products or methods, or (D) third party patents that the Company is\nwillfully infringing.\n\n            (viii) Except as set forth in the Schedule of Exceptions, there are\nno allegations, claims or proceedings instituted or pending which challenge the\nrights possessed by the Company to use the Intellectual Property or the validity\nor effectiveness of the Intellectual Property, including without limitation any\ninterferences, oppositions, cancellations or other contested proceedings.\n\n            (ix) There are no outstanding claims or proceedings instituted or\npending by any third party challenging the ownership, priority, scope or\nvalidity or effectiveness of any Intellectual Property.\n\n            (x) There are no Third Party Intellectual Property Rights that would\nbe infringed by the continued practice of any technologies previously used or\npresently used by the Company, except the Company makes no warranty about third\nparty patents that have not, to the knowledge of the Company's executive\nofficers, been asserted in writing against the Company as of the date hereof,\nother than: (A) third party patents that the Company has asked outside legal\ncounsel to analyze to determine whether such patents apply to the Company's\nproducts; (B) any third-party patent for which the Company's in-house attorneys\nhave prepared a written analysis relating to the relevance of such patent to the\nCompany's products; (C) third-party patents that have been identified by or\nbrought to the attention to any of the executive officers of the Company or the\nVice President of Engineering or the Vice President of Corporate Development of\nthe Company as being potentially infringed by the Company's products or methods,\nor (D) third party patents that the Company is willfully infringing.\n\n            (xi) Except as set forth in the Schedule of Exceptions, to the\nknowledge of the executive officers of the Company, there is no unauthorized\nuse, infringement or misappropriation of the Intellectual Property by any third\nparty, including any employee or former employee of the Company or any of its\nsubsidiaries, except for use, infringement or misappropriation that would not\nhave a Material Adverse Effect.\n\n            (xii) The Company has taken commercially reasonable measures to\nmaintain the confidentiality of the inventions, trade secrets, formulae,\nknow-how, technical information, research data, research raw data, laboratory\nnotebooks, procedures, designs, proprietary technology and information of the\nCompany, and all other information the value of which to the Company is\ncontingent upon maintenance of the confidentiality thereof.\n\n\n                                       8\n\n\n      (n) Payments.\n\n      To the knowledge of the executive officers of the Company, none of the\ncurrent stockholders, directors, officers, representatives, agents or employees\nof the Company (i) has used or is using any corporate funds for any illegal or\nimproper contributions, gifts, entertainment or other unlawful expenses, (ii)\nhas used or is using any corporate funds for any direct or indirect unlawful or\nimproper payments to any domestic government officials or employees, (iii) has\nestablished or maintained, or is maintaining, any unlawful, improper or\nunrecorded fund of corporate monies or other properties, (iv) has made any false\nor fictitious entries on the books and records of the Company, (v) has made any\nbribe, rebate, payoff, influence payment, kickback or other unlawful or improper\npayment of any nature using corporate funds or otherwise on behalf of the\nCompany, or (vi) has made any material favor or gift that is not deductible for\nfederal income tax purposes using corporate funds or otherwise on behalf of the\nCompany.\n\n      (o) Registration Rights.\n\n      The Company has not granted registration rights with respect to the\nCompany's securities, except as set forth in the Company's Second Amended and\nRestated Investor Rights Agreement, dated as of November 2, 1999.\n\n      (p) Full Disclosure.\n\n      No representation or warranty made by the Company in this Agreement nor\nany of the exceptions, qualifications or other information set forth in the\nSchedule of Exceptions (i) contains any statement that is false or misleading\nwith respect to any material fact, or (ii) omits to state any material fact that\nis necessary to make the statements made in the context in which made, not false\nor misleading. Notwithstanding anything in the foregoing to the contrary,\nnothing in this Agreement shall require the Company to provide to the Investor\ninformation which (A) the Company must, under confidentiality obligations to\nthird parties, not disclose to the Investor; (B) is protected by the\nattorney-client privilege of the Company; or (C) is the Company's attorney work\nproduct.\n\n      (q) Disclaimer.\n\n      The Company shall not be deemed to have made to the Investor any\nrepresentation or warranty other than as expressly made by the Company in this\nSection 2.1. Without limiting the generality of the foregoing, and without\nprejudice to any express representations and warranties made by the Company in\nthis Section 2.1, the Company makes no representation or warranty to the\nInvestor with regard to any projections, estimates or budgets or as to any\nmatters addressed in other materials previously delivered to or made available\nto the Investor with respect to future revenues, expenses, expenditures or\nfuture results of operations. Within the limits of the foregoing disclaimer,\nnothing in this Section 2.1(q) shall limit any remedy that may be available to\nthe Investor pursuant to Applicable Law.\n\n\n                                       9\n\n\n2.2 Representations and Warranties of the Investor.\n\n      The Investor hereby makes the following representations and warranties to\nthe Company:\n\n      (a) Authorization; Enforcement.\n\n      The Investor is a corporation duly organized and existing in good standing\nunder the laws of the jurisdiction in which it is incorporated, and has the\nrequisite corporate power and authority to enter into and perform this\nAgreement. The execution and delivery of this Agreement by the Investor and the\nconsummation by the Investor of the transactions contemplated hereby have been\nduly authorized by all necessary corporate action, and no further consent or\nauthorization of the Investor or its Board of Directors or stockholders is\nrequired. This Agreement has been duly authorized, executed and delivered by the\nInvestor. Upon receipt of the Additional Shares, this Agreement constitutes a\nvalid and binding obligation of the Investor enforceable against the Investor in\naccordance with its terms, except as enforceability may be limited by applicable\nbankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws\nrelating to, or affecting generally the enforcement of, creditors' rights and\nremedies or by other equitable principles of general application.\n\n      (b) Present Ownership.\n\n      Other than the Original Shares and the Additional Shares to be acquired\npursuant to this Agreement, the Investor does not Beneficially Own any other\nsecurities issued by the Company.\n\n      (c) Investment Intent.\n\n      The Investor is acquiring the Additional Shares solely for the purpose of\ninvestment within the meaning of 16 C.F.R. Section 802.9. Based upon the\nCompany's representation in Section 2.1(c) regarding its issued and outstanding\nstock, as a result of this investment, the Investor and all other entities\ncontrolled by the Investor will not own more than 12.5% of the outstanding\nvoting securities of the Company. As used in the preceding sentence, the term\n\"controlled\" shall have the meaning set forth in 16 C.F.R. Section 801.1(b).\nThis representation and warranty is made solely for the purpose of determining\nthe applicability to the transactions contemplated by this Agreement of the\nHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the \"HSR\nAct\").\n\n      (d) No Conflicts.\n\n      The execution, delivery and performance of this Agreement by the Investor\nand the consummation by the Investor of the transactions contemplated hereby do\nnot (i) result in a violation of the Investor's certificate of incorporation or\nby-laws or (ii) conflict with, or constitute a default (or an event which with\nmaterial notice or lapse of time or both would become a default) under, or give\nto others any rights of termination, amendment, acceleration or cancellation of,\nany material agreement, material \n\n\n                                       10\n\n\nindenture or material instrument to which the Investor or any of its\nsubsidiaries is a Party, or result in a violation of any law, rule, regulation,\norder, judgment or decree applicable to the Investor, any of its subsidiaries or\nby which any property or asset of the Investor or any of its subsidiaries is\nbound or affected (except in the case of subclause (ii) for such conflicts,\ndefaults, terminations, amendments, accelerations, cancellations and violations\nas would not, individually or in the aggregate, have a Material Adverse Effect\nwith respect to the Investor or materially impair the Investor's ability to\nperform its obligations under this Agreement). No action, suit, dispute or\nproceeding is pending or, to the best knowledge of the Investor, threatened\nagainst the Investor which, if adversely determined, would prevent the Investor\nfrom carrying out its obligations under this Agreement. Except as contemplated\nby this Agreement, the Investor is not required to obtain any consent,\nauthorization or order of, or make any filing or registration with, any court or\ngovernmental agency in order for it to execute, deliver or perform any of its\nobligations under this Agreement or to purchase the Additional Shares in\naccordance with the terms hereof.\n\n      (e) Investment Representation.\n\n      The Investor understands and acknowledges that none of the Additional\nShares have been registered or qualified under the federal or applicable state\nsecurities laws and the Additional Shares are being sold to and purchased by the\nInvestor in reliance upon applicable exemptions from such registration and\nqualification requirements. The Investor is an \"Accredited Investor\" within the\nmeaning of the federal securities laws and acknowledges that it has been\nfurnished with access to, and has been afforded access to, and afforded the\nopportunity to ask questions and receive answers concerning such information\npertaining to the Additional Shares, the Company, and its assets and liabilities\nas it deemed necessary to decide whether to purchase the Additional Shares\npursuant to the terms of this Agreement. The Additional Shares will be acquired\nby the Investor for investment only and not with a view to any public\ndistribution thereof. The Investor understands that the Additional Shares are\n\"Restricted Securities\" within the meaning of the federal securities laws. The\nInvestor agrees that it will not offer to sell or otherwise dispose of any of\nthe Additional Shares in violation of the registration and qualification\nrequirements of the federal and applicable state securities laws. All\ncertificates to be delivered at the Closing evidencing the Additional Shares\nwill contain appropriate legends incorporating any applicable securities laws\nrestrictions.\n\n      (f) Disclaimer.\n\n      The Investor shall not be deemed to have made to the Company any\nrepresentation or warranty other than as expressly made by the Investor in this\nSection 2.2. Without limiting the generality of the foregoing, and without\nprejudice to any express representations and warranties made by the Investor in\nthis Section 2.2, the Investor makes no representation or warranty to the\nCompany with regard to any issues related to projections, estimates or budgets\nor other matters previously delivered to or made available to the Company with\nrespect to future revenues, expenses, expenditures or \n\n\n                                       11\n\n\nfuture results of operations. Nothing in this Section 2.2(f) shall limit any\nremedy that may be available to Company pursuant to Applicable Law.\n\n                                  ARTICLE III.\n\n                                    Covenants\n\n3.1 [Reserved].\n\n3.2 Investor's Standstill Agreement.\n\n      (a) Standstill Period.\n\n      Subject to subsection (b) below, during the period commencing on the\nClosing and ending on the first anniversary of the Closing (the \"Standstill\nPeriod\"), the Investor agrees that, except as specifically permitted by this\nAgreement, the Investor and each of its Affiliates will not, in any manner,\ndirectly or indirectly:\n\n            (i) acquire, or offer or agree to acquire, any Common Stock of the\nCompany or any of its successors, except by way of stock dividends or other\ndistributions or offerings made available to holders of Common Stock generally,\nprovided, however, that the Investor or its Affiliates may acquire securities if\nafter the acquisition thereof the Investor and its Affiliates would hold in the\naggregate less than 12.5% of the Company's outstanding Common Stock (assuming\nthe full conversion and exercise of all securities convertible or exercisable\ninto Common Stock) (such percentage limitation being the \"Standstill\nPercentage\"); provided further, however, that the Investor or any of its\nAffiliates shall not be required to dispose of those shares of capital stock\nheld in excess of the Standstill Percentage solely because the Company has\npurchased and retired shares of, or otherwise reduced, its outstanding capital\nstock;\n\n            (ii) disclose any intention, plan or arrangement inconsistent with\nthe foregoing; or\n\n            (iii) enter into any discussions, negotiations, arrangements or\nunderstanding with any third party with respect to, or aid, abet or encourage\nany action prohibited by, any of the foregoing.\n\n      (b) Exceptions.\n\n            (i) Notwithstanding any provision of this Section 3.2 to the\ncontrary, the provisions of subsection (a) above shall terminate on the\nfollowing events:\n\n                  (A) one year after the date of the Closing; or\n\n                  (B) in the event that (x) the Company enters into a\ntransaction regarding the Company's securities or assets with any person or\nentity not affiliated with \n\n\n                                       12\n\n\nthe Investor or (y) a person or entity not affiliated with the Investor has\ncommenced (or has publicly announced its intention to commence) a formal tender\noffer to acquire all or such portion of the Company's outstanding voting\nsecurities or undertaken a proxy contest, that would, in the case of (x) or (y)\nabove, if successful, result in a change of control of the Company's Board of\nDirectors or (z) a third party acquires more than 12.5% of the Company's\noutstanding Common Stock or indicates in a filing with the SEC an intent to\nacquire more than 12.5% of the Company's outstanding Common Stock.\n\n            (ii) Notwithstanding any provision of this Section 3.2 to the\ncontrary, the provisions of subsection (a) above shall not be construed to\nprohibit or otherwise restrict the ability of the Investor or any of its\naffiliates to invest in, or otherwise acquire an ownership interest in, any\nother Person who itself owns Common Stock of the Company (or securities\nconvertible or otherwise exchangeable into Common Stock of the Company), so long\nas such investment or acquisition is not primarily for the purpose of acquiring\nCommon Stock of the Company.\n\n      (c) Notice of Acquisition; Compliance.\n\n      So long as the Investor complies with this Agreement, during the\nStandstill Period, the Investor agrees that within thirty (30) days following\nthe Investor's acquisition of Company Securities in any open market purchase or\nother purchase which is specifically permitted by this Agreement, it will give\nthe Company notice of such acquisition. All open market purchases of shares of\nCompany Securities by the Investor and its Affiliates shall be made in\ncompliance with this Agreement and Applicable Laws.\n\n3.3 Transfer.\n\n      (a) Transfer Restrictions.\n\n      The Investor shall not, at any time, directly or indirectly, sell or\ntransfer, or offer to sell or transfer, all or any portion of the Additional\nShares acquired pursuant to this Agreement, except:\n\n            (i) as provided in Section 3.3(b);\n\n            (ii) in transactions in compliance with Rule 144 promulgated under\nthe Securities Act, as such rule exists on the date hereof as hereafter amended\n(or any successor or similar provision governing the resale of the restricted\nsecurities); or\n\n            (iii) in any other bona fide sales or transfers to any Person\npursuant to an exemption from the registration requirements of the Securities\nAct, but only if:\n\n                  (A) such Person, together with all of such Person's\nAffiliates, certify to the Company that such Person, together with such Person's\nAffiliates and associates (as defined in the Exchange Act), would not\nBeneficially Own or be a member of any Group that Beneficially Owns, after such\nsale or transfer, Voting Securities \n\n\n                                       13\n\n\nrepresenting Beneficial Ownership of in excess of 12.5% of all then outstanding\nVoting Securities;\n\n                  (B) the Investor has previously delivered to the Company an\nopinion of counsel reasonably satisfactory to the Company to the effect that any\nsale or transfer pursuant to this Section 3.3 is exempt from registration under\nthe Securities Act;\n\n                  (C) the Investor shall have notified the Company of the\nproposed disposition and shall have furnished the Company with a detailed\nstatement of the circumstances surrounding the proposed disposition; and \n\n                  (D) the transferee(s) agrees by written instrument to be\nsubject to the terms of this Agreement to the same extent as if such\ntransferee(s) was the original investor hereunder.\n\n      (b) Permitted Transfers.\n\n      The Investor shall be permitted to sell Company Securities that are\nregistered pursuant to an effective registration statement under the Securities\nAct under Article IV below.\n\n      (c) Recovery of Legal Fees.\n\n      The Company shall be entitled to recover from the Investor all costs and\nexpenses (including, without limitation, court costs and reasonable attorneys\nfees) incurred by the Company in connection with the enforcement of this Article\nIII against the Investor, or its Affiliates, and all actions or proceedings, in\nany way, manner or respect arising out of or relating to the enforcement by the\nCompany of its rights under this Article III.\n\n3.4 Compliance with Section 13.\n\n      The Investor shall, promptly and at all times after the date hereof, use\nBest Efforts to comply with its obligations to make any filings required by\nSection 13 of the Exchange Act..\n\n3.5 Director Appointments and Election.\n\n      At the Closing, the Company shall appoint either John Ryan or William\nKrepick, whichever the Investor shall specify, to a seat on the Company's Board\nof Directors with a term expiring at the Company's annual shareholders meeting\nin calendar year 2003.\n\n\n                                       14\n\n\n                                  ARTICLE IV.\n\n                               Registration Rights\n\n4.1 Legend.\n\n      (a) Legend.\n\n      All certificates evidencing the Additional Shares shall bear the following\nlegend, to the extent applicable, which legend will remain on such certificates\nuntil such time as the securities represented by such certificates are no longer\nsubject to the legended restrictions, and there is delivered to the Company an\nopinion of counsel reasonably acceptable to the Company to the effect that such\nlegend is no longer required (at which time new certificates shall be issued at\nthe Company's expense without such legend):\n\n      THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE STRATEGIC INVESTMENT\n      AGREEMENT DATED AS OF SEPTEMBER 17, 2000 BETWEEN THE ISSUER AND\n      MACROVISION CORPORATION AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN\n      ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF\n      THE CORPORATE SECRETARY OF THE ISSUER. THIS SECURITY WAS SOLD IN A PRIVATE\n      PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE\n      \"ACT\"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR\n      HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION\n      OF COUNSEL OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE\n      SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR\n      TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.\n\n      (b) Removal of Securities Act Legend.\n\n      The Company shall be obligated to reissue promptly unlegended certificates\nat the request of the Investor, if the Investor shall have obtained an opinion\nof counsel reasonably acceptable to the Company to the effect that the\nsecurities proposed to be disposed of may lawfully be so disposed of without\nregistration, qualification or legend.\n\n      (c) Removal of Blue Sky Legend.\n\n      Any legend endorsed on an instrument pursuant to applicable state\nsecurities laws and the stop-transfer instructions with respect to such\nsecurities shall be removed upon receipt by the Company of an order of the\nappropriate blue sky authority authorizing such removal.\n\n\n                                       15\n\n\n4.2 Registration on Form S-3.\n\n      If after the earlier of the first (1st) anniversary of the Closing and the\noccurrence of an event detailed in Section 3.2(b)(i)(B) the Company shall\nreceive from the Investor a written request or requests (such requests shall\nstate the number of Registrable Securities to be disposed of and the intended\nmethods of disposition of such shares by the Investor) that the Company effect a\nregistration on Form S-3 (or any successor to Form S-3) or any similar\nshort-form registration statement and any related qualification or compliance\nwith respect to all or a part of the Registrable Securities, the Company will:\n\n      (a) as soon as practicable, effect such registration and all such\nqualifications and compliances as may be so requested and as would permit or\nfacilitate the sale and distribution of all or such portion of the Investor's\nRegistrable Securities as are specified in such request; provided, however, that\nthe Company shall not be obligated to effect any such registration,\nqualification or compliance pursuant to this Section 4.2:\n\n            (i) if the Company shall have already effected two (2) registrations\nfor the Investor under this Section 4.2\n\n            (ii) if Form S-3 (or such successor or similar form) is not\navailable for such offering by the Investor; or\n\n            (iii) if the Investor, together with the holders of any other\nsecurities of the Company entitled to inclusion in such registration, propose to\nsell Registrable Securities and such other securities (if any) at an aggregate\noffering price to the public of less than $1,000,000; or\n\n            (iv) if the Company shall furnish to the Investor a certificate\nsigned by the President or Chief Executive Officer of the Company stating that,\nin the good faith judgment of the Board of Directors of the Company, it would be\nseriously detrimental to the Company and its shareholders for such Form S-3\nRegistration to be effected at such time, in which event the Company shall have\nthe right to defer the filing of the Form S-3 registration statement for a\nsingle period of not more than ninety (90) days after receipt of the request of\nthe Investor under this Section 4.2 and provided that such right to delay a\nrequest shall be exercised by the Company no more than twice in any one-year\nperiod; or\n\n            (v) during the period starting with the date of filing of, and\nending on the date one hundred eighty (180) days following, the effective date\nof any other registration statement filed by the Company under the Securities\nAct; or\n\n            (vi) if the Company has already effected one (1) registration on\nForm S-3 for the Investor pursuant to this Section 4.2 within the previous\ntwelve (12) months.\n\n      (b) Subject to the foregoing, the Company shall file a Form S-3\nregistration statement covering the Registrable Securities and other securities\nso requested to be registered as soon as practicable after receipt of the\nrequest by the Investor.\n\n\n                                       16\n\n\n4.3 Piggyback Registration.\n\n      (a) Piggyback Registration.\n\n      If after the earlier of the first (1st) anniversary of the Closing and the\noccurrence of an event detailed in Section 3.2(b)(i)(B) the Company proposes to\neffect a registration statement under the Securities Act for purposes of a\npublic offering of securities of the Company (including, but not limited to,\nregistration statements relating to secondary offerings of securities of the\nCompany, but excluding registration statements relating to acquisitions by the\nCompany, employee benefit plans and corporate reorganizations) for itself and\/or\nits stockholders, the Company shall notify the Investor in writing at least\nthirty (30) days prior to filing such registration statement. Thereafter, the\nCompany shall use its Best Efforts to include in such registration statement all\nor part of such Registrable Securities held by the Investor pursuant to this\nSection 4.3, provided however, nothing in this Article IV shall obligate the\nCompany to effect such a registration statement. If the Investor desires to\ninclude all or any part of its Registrable Securities in any such registration\nstatement, it shall, within fifteen (15) days after delivery of the\nabove-described notice from the Company, notify the Company in writing of the\nInvestor's intention; the Investor's notice shall state the intended method of\ndisposition of the Registrable Securities by the Investor. If the Investor\ndecides not to include all of its Registrable Securities in any registration\nstatement thereafter filed by the Company, the Investor shall nevertheless\ncontinue to have the right to include any Registrable Securities in any\nsubsequent registration statement or registration statements as may be filed by\nthe Company with respect to offerings of its securities, all upon the terms and\nconditions set forth herein.\n\n      (b) Underwritten Offerings, Cutback.\n\n      If the registration statement under which the Company gives notice under\nthis Section 4.3 is for an underwritten offering, the Company shall so advise\nthe Investor. In such event, or if the registration statement under which the\nInvestor proposes to sell the Registrable Securities under Section 4.2 above,\nthe right of the Investor to be included in a registration pursuant to either\nSections 4.2 or 4.3 shall be conditioned upon the Investor's participation in\nsuch underwriting and the inclusion of the Investor's Registrable Securities in\nthe underwriting to the extent provided herein. If the Investor proposes to\ndistribute its Registrable Securities through such underwriting, it shall enter\ninto an underwriting agreement in customary form with the underwriter or\nunderwriters selected for such underwriting. Notwithstanding any other provision\nof this Agreement, if the underwriter determines in good faith that marketing\nfactors require a limitation of the number of Registrable Securities to be\nunderwritten in a registration effected under this Section 4.3, the number of\nRegistrable Securities that may be included in the underwriting shall be reduced\namong the Investor and all other holders of securities who are relying on\npiggyback rights to include shares in such registration (together, the\n\"Piggyback Investors\") on a pro rata basis based on the total number of\nRegistrable Securities sought to be included in the registration by the\nPiggyback Investors, provided no such reduction shall reduce to less than 25% of\nany offering the number of shares of \n\n\n                                       17\n\n\nthe Piggyback Investors requested to be registered. The foregoing limitations in\nthe previous sentence shall not apply to registrations effected pursuant to\nSection 4.2. In no event will shares of any other shareholder who does not have\npiggyback rights or other written contractual rights to require that the Company\nregister its securities be included in such registration, which would reduce the\nnumber of shares of Common Stock which may be included by the Piggyback\nInvestors, without the written consent of holders of not less than a majority of\nthe securities proposed to be sold in the offering by the Piggyback Investors.\n\n      (c) Company's Right to Terminate.\n\n      The Company shall have the right to terminate or withdraw any registration\ninitiated by it under this Section 4.3 prior to the effectiveness of such\nregistration, whether or not the Investor has elected to include securities in\nsuch registration. The Registration Expenses of such withdrawn registration\nshall be borne by the Company in accordance with Section 4.4(c) hereof.\n\n4.4 Registration Procedures.\n\n      (a) Obligations of the Company.\n\n      Whenever the Company determines to effect any registration in which\nRegistrable Securities held by the Investor are to be included pursuant to\nSection 4.3 (the \"Subject Securities\"), the Company will use its Best Efforts to\neffect the registration and sale of the Subject Securities in accordance with\nthe intended method of disposition. Without limiting the generality of the\nforegoing, the Company will expeditiously and as soon as reasonably possible:\n\n            (i) furnish the Investor, without charge, such number of copies of\nthe prospectus included in a registration statement (including each preliminary\nprospectus), and such other documents, as the Investor may reasonably request;\n\n            (ii) use its Best Efforts to register or qualify the Subject\nSecurities covered by such registration statement under the securities or blue\nsky laws of such jurisdictions as the Investor shall reasonably request or as\nthe managing underwriter(s) shall reasonably recommend, and do any and all other\nacts and things which may be reasonably necessary or advisable to enable the\nInvestor to consummate the disposition in such jurisdictions of the Subject\nSecurities covered by such registration statement in accordance with the plan of\ndistribution, except that the Company shall not for any such purpose be required\nto (A) qualify generally to do business as a foreign corporation in any\njurisdiction wherein it is not so qualified; (B) subject itself to taxation in\nany such jurisdiction wherein it is not so subject; or (C) consent to general\nservice of process in any such jurisdiction or otherwise take any action that\nmay subject it to the general jurisdiction of the courts of any jurisdiction in\nwhich it is not so subject;\n\n\n                                       18\n\n\n            (iii) otherwise use its Best Efforts to comply with all applicable\nrules and regulations of the SEC, including, without limitation, the following:\n\n                  (A) prepare and file with the SEC a registration statement\nwith respect to such Registrable Securities and use its Best Efforts to cause\nsuch registration statement to become effective, and, upon the request of the\nInvestor, keep such registration statement effective for up to one hundred\neighty (180) days or, if earlier, until the Investor has completed the\ndistribution related thereto; and\n\n                  (B) prepare and file with the SEC such amendments and\nsupplements to such registration statement and the prospectus used in connection\nwith such registration statement as may be necessary to comply with the\nprovisions of the Securities Act with respect to the disposition of all\nsecurities covered by such registration statement;\n\n            (iv) immediately notify the Investor, at any time when a prospectus\nrelating thereto is required to be delivered under the Securities Act, if the\nCompany, in its sole judgment, becomes aware that the prospectus included in\nsuch registration statement, as then in effect, includes an untrue statement of\na material fact or omits to state any material fact required to be stated\ntherein or necessary to make the statements therein, in light of the\ncircumstances under which they were made, not misleading, and at the request of\nInvestor, deliver a reasonable number of copies of an amended or supplemental\nprospectus as may be necessary so that, as thereafter delivered to the\npurchasers of the securities covered thereby, such prospectus shall not include\nan untrue statement of a material fact or omit to state a material fact required\nto be stated therein or necessary to make the statements therein, in light of\nthe circumstances under which they were made, not misleading;\n\n            (v) furnish, at the request of the Investor, on the date that such\nRegistrable Securities are delivered to the underwriters for sale, if such\nsecurities are being sold through underwriters, or, if such securities are not\nbeing sold through underwriters, on the date that the registration statement\nwith respect to such securities becomes effective, (A) an opinion, dated as of\nsuch date, of counsel representing the Company for the purposes of such\nregistration, in form and substance as is customarily given to underwriters in\nan underwritten public offering and reasonably satisfactory to the Investor,\naddressed to the underwriters, if any, and to the Investor, and (B) a letter\ndated as of such date, from the independent certified public accountants of the\nCompany, in form and substance as is customarily given by independent certified\npublic accountants to underwriters in an underwritten public offering and\nreasonably satisfactory to the Investor, addressed to the underwriters, if any,\nand, if permitted by applicable accounting standards, to the Investor; and\n\n            (vi) execute and deliver all instruments and documents (including an\nunderwriting agreement in customary form) and take such other actions and obtain\nsuch certificates and opinions as are customary in underwritten public\nofferings.\n\n\n                                       19\n\n\n      (b) Obligations of the Investor.\n\n      The Investor shall provide (in writing and signed by the Investor and\nstated to be specifically for use in the related registration statement,\npreliminary prospectus, prospectus or other document incident thereto) all such\ninformation and materials regarding the Investor and the plan of distribution\nand take all such action as may be reasonably required in order to permit the\nCompany to comply with all applicable requirements of the SEC and any applicable\nstate securities laws and to obtain any desired acceleration of the effective\ndate of any registration statement prepared and filed by the Company pursuant to\nthis Agreement.\n\n            (i) In connection with any registration by the Company of Company\nSecurities pursuant to Section 4.3, each Holder agrees, whether or not any of\nsuch Holder's Registrable Securities are included in such registration, not to\neffect any sale or distribution, including any sale pursuant to Rule 144, of any\nCompany Securities which are similar to the securities included in such\nregistration (other than as part of such underwritten offering), without the\nconsent of the managing underwriter, for a period of 90 days after the date the\nCompany notifies the Holders of its intent to register such Company Securities\neither Section 4.2 or Section 4.3; provided, however, that if the registration\nstatement filed in connection therewith becomes effective within such 90-day\nperiod, such 90-day period shall be extended for such period (not to exceed 45\ndays after the date such registration statement is declared effective) as may be\nrequired pursuant to the terms and conditions of any underwriting agreement\nentered into in connection with such proposed registration.\n\n            (ii) In connection with a registration effected under Section 4.3,\nthe Company shall at all times retain the right, in its sole discretion, to\nselect any underwriters necessary for making an offering in conjunction with\nsuch registration.\n\n      (c) Expenses of Registration.\n\n      All Registration Expenses incurred in connection with any registration,\nqualification or compliance pursuant to Sections 4.2 and 4.3 shall be borne by\nthe Company. All Selling Expenses incurred in connection with any registrations\nhereunder, shall be borne by the Investor.\n\n4.5 Delay of Registration; Furnishing Information.\n\n      (a) No Injunctions.\n\n      The Investor shall not have any right to obtain or seek an injunction\nrestraining or otherwise delaying any such registration as the result of any\ncontroversy that might arise with respect to the interpretation or\nimplementation of this Article IV.\n\n\n                                       20\n\n\n      (b) The Investor's Data Conditions Precedent.\n\n      It shall be a condition precedent to the obligations of the Company to\ntake any action with respect to the registration of Registrable Securities held\nby the Investor that the Investor shall furnish to the Company such information\nregarding itself, the Registrable Securities held by it, and the intended method\nof disposition of such securities as shall be reasonably required to effect the\nregistration of its Registrable Securities.\n\n4.6 Termination of Registration Rights.\n\n      All registration rights granted under this Agreement shall terminate and\nbe of no further force and effect after December 6, 2009, provided, however,\nthat registration rights granted under this Article IV shall terminate and be of\nno further force and effect as to the Investor (or transferee holding\nregistration rights hereunder) prior to December 6, 2009, if the Investor and\nits Affiliates or transferee and its Affiliates can either (a) sell all of its\nRegistrable Securities pursuant to Rule 144 of the Securities Act within any\ncalendar quarter or (b) sell its Registrable Securities pursuant to Rule 144(k)\nof the Securities Act.\n\n4.7 Indemnification.\n\n      (a) Indemnification.\n\n      In the event any Registrable Securities held by Investor are included in a\nregistration statement:\n\n            (i) Company Indemnification. To the extent permitted by Applicable\nLaw, the Company will indemnify and hold harmless the Investor, the partners,\nofficers and directors of the Investor, any underwriter (as defined in the\nSecurities Act) for the Investor and each Person, if any, who controls the\nInvestor or underwriter within the meaning of the Securities Act or the Exchange\nAct, against any losses, claims, damages, or liabilities (joint or several) to\nwhich they may become subject under the Securities Act, the Exchange Act or\nother federal or state law, insofar as such losses, claims, damages or\nliabilities (or actions in respect thereof) arise out of or are based upon any\nof the following statements, omissions or violations (collectively, a\n\"Violation\") by the Company: (A) any untrue statement or alleged untrue\nstatement of a material fact contained in such registration statement, including\nany preliminary prospectus or final prospectus contained therein or any\namendments or supplements thereto, (B) the omission or alleged omission to state\ntherein a material fact required to be stated therein, or necessary to make the\nstatements therein not misleading, or (C) any violation or alleged violation by\nthe Company of the Securities Act, the Exchange Act, any state securities law or\nany rule or regulation promulgated under the Securities Act, the Exchange Act or\nany state securities law in connection with the offering covered by such\nregistration statement; and the Company will reimburse the Investor, partner,\nofficer or director, underwriter or controlling Person for any legal or other\nexpenses as reasonably incurred by them in connection with investigating or\ndefending any such loss, claim, damage, liability or action; provided however,\nthat the indemnity agreement contained in this Section 4.7(a)(i) shall not apply\nto amounts paid in settlement of any such loss, claim, damage, \n\n\n                                       21\n\n\nliability or action if such settlement is effected without the consent of the\nCompany (which consent shall not be unreasonably withheld), nor shall the\nCompany be liable in any such case for any such loss, claim, damage, liability\nor action to the extent that it arises out of or is based upon a Violation which\noccurs in reliance upon and in conformity with written information furnished\nexpressly for use in connection with such registration by the Investor, partner,\nofficer, director, underwriter or controlling Person of the Investor.\n\n            (ii) Investor Indemnification. To the extent permitted by Applicable\nLaw, the Investor will indemnify and hold harmless the Company, each of its\ndirectors, each of its officers, each Person, if any, who controls the Company\nwithin the meaning of the Securities Act, any underwriter and any other holder\nselling securities under such registration statement or any of such other\nholder's partners, directors or officers or any Person who controls such holder\nagainst any losses, claims, damages or liabilities (joint or several) to which\nthe Company or any such director, officer, controlling Person, underwriter or\nother such holder, or partner, director, officer or controlling Person of such\nother holder may become subject under the Securities Act, the Exchange Act or\nother federal or state law, insofar as such losses, claims, damages or\nliabilities (or actions in respect thereto) arise out of or are based upon any\nViolation, in each case to the extent (and only to the extent) that such\nViolation occurs in reliance upon and in conformity with written information\nfurnished by the Investor under an instrument duly executed by the Investor and\nstated to be specifically for use in connection with such registration; and the\nInvestor will reimburse any legal or other expenses reasonably incurred by the\nCompany or any such director, officer, controlling Person, underwriter or other\nholder, or partner, officer, director or controlling Person of such other holder\nin connection with investigating or defending any such loss, claim, damage,\nliability or action; provided, however, that the indemnity agreement contained\nin this Section 4.7(a)(ii) shall not apply to amounts paid in settlement of any\nsuch loss, claim, damage, liability or action if such settlement is effected\nwithout the consent of the Investor, which consent shall not be unreasonably\nwithheld; provided further, that in no event shall any indemnity under this\nSection 4.7 exceed the net proceeds from the offering received by the Investor.\n\n      (b) Procedure on Indemnification Claims.\n\n      Promptly after receipt by an indemnified party under this Section 4.7 of\nnotice of the commencement of any action (including any governmental action),\nsuch indemnified party will, if a claim in respect thereof is to be made against\nany indemnifying party under this Section 4.7, deliver to the indemnifying party\na written notice of the commencement thereof and the indemnifying party shall\nhave the right to participate in, and, to the extent the indemnifying party so\ndesires, jointly with any other indemnifying party similarly noticed, to assume\nthe defense thereof with counsel mutually satisfactory to the indemnifying and\nindemnified parties; provided, however, that an indemnified party shall have the\nright to retain its own counsel, with the fees and expenses to be paid by the\nindemnifying party, if representation of such indemnified party by the counsel\nretained by \n\n\n                                       22\n\n\nthe indemnifying party would be inappropriate due to actual or potential\ndiffering interests between such indemnified party and any other Party\nrepresented by such counsel in such proceeding. The failure to deliver written\nnotice to the indemnifying party within a reasonable time of the commencement of\nany such action, if materially prejudicial to its ability to defend such action,\nshall relieve such indemnifying party of any liability to the indemnified party\nunder this Section 4.7, but the omission to deliver written notice to the\nindemnifying party will not relieve it of any liability that it may have to any\nindemnified party otherwise than under this Section 4.7.\n\n      (c) Alternate Remedies.\n\n      If the indemnification provided for in this Section 4.7 is held by a court\nof competent jurisdiction to be unavailable to an indemnified party with respect\nto any losses, claims, damages or liabilities referred to herein, the\nindemnifying party, in lieu of indemnifying such indemnified party hereunder,\nshall, to the extent permitted by Applicable Law, contribute to the amount paid\nor payable by such indemnified party as a result of such loss, claim, damage or\nliability in such proportion as is appropriate to reflect the relative fault of\nthe indemnifying party on the one hand and of the indemnified party on the other\nin connection with the Violation(s) that resulted in such loss, claim, damage or\nliability, as well as any other relevant equitable considerations. The relative\nfault of the indemnifying party and of the indemnified party shall be determined\nby a court of law by reference to, among other things, whether the untrue or\nalleged untrue statement of a material fact or the omission to state a material\nfact relates to information supplied by the indemnifying party or by the\nindemnified party and the parties' relative intent, knowledge, access to\ninformation and opportunity to correct or prevent such statement or omission.\n\n      (d) Indemnification Obligations Survive.\n\n      The obligations of the Company and the Investor under this Section 4.7\nshall survive the completion of any offering of Registrable Securities in a\nregistration statement, and otherwise.\n\n      (e) Limits on Settlement Obligation.\n\n      The Investor shall not be obligated to consent to any settlement of any\nclaim entered into by the Company in satisfaction of its indemnification\nobligations hereunder unless the settlement includes a full and complete release\nof the Investor.\n\n4.8 Assignment of Registration Rights.\n\n      The rights to cause the Company to register Registrable Securities\npursuant to this Article IV may be assigned by the Investor to a transferee or\nassignee of all or a portion of the Registrable Securities, and by any such\ntransferee or assignee to successive transferees or assignees. The Investor and\nall such transferees or assignees shall retain all \n\n\n                                       23\n\n\nof their rights under this Article IV with respect to any Registrable Securities\nretained by such Person.\n\n4.9 Limitation on Subsequent Registration Rights.\n\n      Nothing in this Agreement shall be construed to limit or prevent the\nCompany from granting additional parties registration rights on parity with or\nsuperior to those granted the Investor hereunder.\n\n4.10 Market Stand-Off Agreement.\n\n      If requested by the Company or a representative of the underwriters of\nCommon Stock (or other securities) of the Company acting reasonably, the\nInvestor shall not sell or otherwise transfer or dispose of any Common Stock (or\nother securities) of the Company held by the Investor (other than those included\nin the registration) for a period specified by the representative of the\nunderwriters, not to exceed one hundred eighty (180) days following the\neffective date of a registration statement of the Company filed under the\nSecurities Act, and shall enter into an agreement with any of the underwriters\nstating the same upon such underwriter's request. The foregoing commitment has\ntwo limitations: (a) the Investor shall not be required to refrain from selling\nunder this paragraph, unless all officers of the Company enter into similar\nagreements; and (b) the Investor shall not be required to refrain from selling\nunder this paragraph unless all other holders of the Company's Common Stock\nowning an equal or a larger percentage of the Company's Common Stock (on an\nas-converted basis) as the Investor is also required by a representative of the\nunderwriter to enter into market stand-off agreements on the same terms.\n\n      The obligations described in this Section 4.10 shall not apply to a\nregistration relating solely to employee benefit plans on Form S-1 or Form S-8\nor similar forms that may be promulgated in the future, or a registration\nrelating solely to a Commission Rule 145 transaction on Form S-4 or similar\nforms that may be promulgated in the future. The Company may impose\nstop-transfer instructions with respect to the shares of Common Stock (or other\nsecurities) subject to the foregoing restriction until the end of said one\nhundred eighty (180) day period.\n\n4.11 Rule 144 Reporting.\n\n      With a view to making available to the Investor the benefits of certain\nrules and regulations of the SEC which may permit the sale of the Registrable\nSecurities to the public without registration, the Company agrees to use its\ngood faith efforts to:\n\n      (a) Do Things that Make Rule 144 Available.\n\n      Make and keep public information available, as those terms are understood\nand defined in Rule 144 or any similar or analogous rule promulgated under the\nSecurities Act, at all times after the effective date of the first registration\nfiled by the Company for an offering of its securities to the general public;\n\n\n                                       24\n\n\n      (b) File Securities Act and Exchange Act Reports Timely.\n\n      File with the SEC, in a timely manner, all reports and other documents\nrequired of the Company under the Securities Act and the Exchange Act;\n\n      (c) Data to the Investor.\n\n      So long as the Investor owns any Registrable Securities, furnish to the\nInvestor forthwith upon written request: a written statement by the Company as\nto its compliance with the reporting requirements of said Rule 144 of the\nSecurities Act, and of the Exchange Act (at any time after it has become subject\nto such reporting requirements); a copy of the most recent annual or quarterly\nreport of the Company; and such other reports and documents as the Investor may\nreasonably request in availing itself of any rule or regulation of the SEC\nallowing it to sell any such securities without registration.\n\n                                   ARTICLE V.\n\n                              Additional Agreements\n\n5.1 Consents; Approvals.\n\n      The Company and the Investor shall each use their reasonable efforts to\nobtain all consents, waivers, approvals, authorizations or orders (including,\nwithout limitation, all governmental and regulatory rulings and approvals), and\nthe Company and the Investor shall make all filings (including, without\nlimitation, all filings with governmental or regulatory agencies) required in\nconnection with the authorization, execution and delivery of this Agreement by\nthe Company and the Investor and the consummation by them of the transactions\ncontemplated hereby. The Company and the Investor shall furnish all information\nrequired to be included in any application or other filing to be made pursuant\nto the rules and regulations of any Governmental Authority in connection with\nthe transactions contemplated by this Agreement. Except where prohibited by\napplicable statutes and regulations, and subject to that certain confidentiality\nletter agreement between the Company and the Investor, dated September 15, 2000\n(the \"Confidentiality Agreement\"), each Party shall promptly provide the other\n(or its counsel) with copies of all filings made by such Party with any state or\nfederal government entity in connection with this Agreement or the transactions\ncontemplated hereby.\n\n5.2 Procedural Safeguards.\n\n      Each Party will take such actions and implement such rules, procedures and\nmethodologies as are reasonably necessary to ensure that the disclosing party's\nnonpublic, confidential and proprietary business information, including in\nparticular information relating to the disclosing party's specific customers and\ncustomer contracts or bids and its prices, pricing plans and policies, and\nretail selling activities, will not be improperly disclosed by the receiving\nparty. Each Party shall certify in writing, at the request of the \n\n\n                                       25\n\n\nother Party made not more often than twice each calendar year, that such\nprocedural safeguards remain in effect and have not been violated as of such\ndate.\n\n                                  ARTICLE VI.\n\n                              Conditions Precedent\n\n6.1 Investor Conditions to Closing.\n\n      The obligation of the Investor to make the investment in the Company\ncontemplated herein shall be subject to the satisfaction of the following\nconditions precedent, in form and substance satisfactory to the Investor:\n\n      (a) Resolutions; Incumbency.\n\n      The Investor shall have received each of the following:\n\n            (i) Copies of the resolutions of the Board of Directors of the\nCompany authorizing the transactions contemplated hereby, certified as of the\nClosing by the Secretary or an Assistant Secretary of the Company; and\n\n            (ii) Certificates of the Secretary or Assistant Secretary of the\nCompany, dated as of the Closing, certifying the names, titles and true\nsignatures of the officers of the Company authorized to execute, deliver and\nperform this Agreement and all other documents to be delivered by it hereunder;\n\n      (b) Organization Documents; Good Standing.\n\n      The Investor shall have received each of the following:\n\n            (i) A copy of the Certificate of Incorporation and By-laws as in\neffect on the Closing, certified by the Secretary or Assistant Secretary of the\nCompany as of the Closing; and\n\n            (ii) A good standing certificate for the Company from the Secretary\nof State (or similar, applicable Governmental Authority) of its state of\nincorporation, as of a recent date;\n\n      (c) No Injunction or Restraints; Illegality.\n\n            (i) HSR Act. The waiting period (and any extension thereof\napplicable to the consummation of the Agreement) under the HSR Act shall have\nexpired or been terminated;\n\n            (ii) No temporary restraining order, preliminary or permanent\ninjunction or other order issued by any court of competent jurisdiction or other\nlegal restraint or prohibition preventing the consummation of the Agreement\nshall be in effect \n\n\n                                       26\n\n\nand no litigation by any governmental entity seeking any of the foregoing shall\nhave been commenced. There shall not be any action taken, or any statute, rule,\nregulation or order enacted, entered, enforced or deemed applicable to this\nAgreement, which makes the consummation of this Agreement illegal; and\n\n            (iii) The Investor shall have received a certificate from an officer\nof the Company certifying that all (A) authorizations, consents or approvals of,\nnotices to or filings with, any governmental agency, including pursuant to the\nHSR Act, and (B) approvals and consents of any other Person, required in\nconnection with the agreement described herein, shall have been obtained or made\nand that all applicable waiting periods have expired without notice of any\naction which seeks to restrain, enjoin or otherwise prohibit or significantly\ndelay the Closing having been taken by any governmental agency;\n\n      (d) Certificate.\n\n      The Investor shall have received a certificate signed by an officer of the\nCompany, dated as of the Closing, stating that the representations and\nwarranties contained in Article II are true and correct on and as of such date,\nas though made on and as of such date (except to the extent such representations\nand warranties expressly refer to an earlier date, in which case they shall be\ntrue and correct as of such earlier date);\n\n      (e) Representations and Warranties.\n\n      The representations and warranties of the Company contained in Article II\nshall be true and correct as of the Closing in all material respects as though\nmade on and as of such date (except to the extent such representations and\nwarranties expressly refer to an earlier date, in which case they shall be true\nand correct as of such earlier date);\n\n      (f) Opinion of Company Counsel.\n\n      The Investor shall have received from Morrison &amp; Foerster, LLP, counsel\nfor the Company, an opinion, dated as of the Closing, in form reasonably\nacceptable to counsel to the Investor;\n\n      (g) Additional Share Issuance.\n\n      The Company shall have taken all steps necessary to instruct its transfer\nagent to issue a share certificate to the Investor representing the Additional\nShares issued at Closing;\n\n      (h) Due Diligence and Other Documents.\n\n            (i) Within thirty (30) days of the execution of this Agreement, the\nInvestor shall have completed all desired due diligence investigations with\nrespect to the Company and its assets (including, but not limited to, the\nIntellectual Property), business and operations and shall have concluded in good\nfaith that such investigations have \n\n\n                                       27\n\n\nrevealed no facts or circumstances, including facts or circumstances that are\ndisclosed herein or in any exhibit hereto, which could reasonably have a\nMaterial Adverse Effect on the Company; and\n\n            (ii) The Investor shall have received such other approvals,\nopinions, documents or materials as the Investor may request; and\n\n      (i) Board of Directors.\n\n      Either John Ryan or William Krepick, whichever the Investor shall specify,\nshall have been appointed to the Board of Directors of the Company, and shall\nhave entered into an agreement with the Company regarding indemnification and\nconfidentiality, a form of which is attached hereto as Exhibit D (the \"Director\nAgreement\").\n\n6.2 Company Conditions to Closing.\n\n      The obligation of the Company to consummate the transactions contemplated\nby this Agreement shall be subject to the satisfaction of the following\nconditions precedent, in form and substance satisfactory to the Company:\n\n      (a) Representations and Warranties True; Performance of Obligations.\n\n      The representations and warranties made by the Investor herein shall be\ntrue and correct in all material respects as of the Closing Date, with the same\nforce and effect as if they had been made on and as of the same date, and the\nInvestor shall have performed all obligations and conditions required to be\nperformed or observed by it on or prior to the Closing Date and all documents\nincident thereto shall be satisfactory in form and content to the Company and\nits counsel;\n\n      (b) No Injunctions or Restraints; Illegality.\n\n            (i) The waiting period (and any extension thereof applicable to the\nconsummation of the Agreement, under the HSR Act shall have expired or been\nterminated; and\n\n            (ii) No temporary restraining order, preliminary or permanent\ninjunction or other order issued by any court of competent jurisdiction or other\nlegal restraint or prohibition preventing the consummation of this Agreement\nshall be in effect and no litigation by any governmental entity seeking any of\nthe foregoing shall have been commenced. There shall not be any action taken, or\nany statute, rule, regulation or order enacted, entered, enforced or deemed\napplicable to this Agreement, which makes the consummation of this Agreement\nillegal;\n\n\n                                       28\n\n\n      (c) Consents.\n\n      The Company shall have obtained all consents, permits and waivers\nnecessary or appropriate for consummation of the transactions contemplated by\nthis Agreement which need to be obtained prior to the Closing;\n\n      (d) Compliance with all Laws.\n\n      At the Closing, the purchase of the Common Stock by the Investor hereunder\nshall be legally permitted by all laws and regulations to which the Investor or\nthe Company are subject;\n\n      (e) Payment of Purchase Price.\n\n      The Investor shall have delivered the Total Purchase Price;\n\n      (f) JDA Amendmentt.\n\n      The Company and the Investor shall have entered into the JDA Amendment;\nand\n\n      (g) The Investor's designee for director shall have entered into the\nDirector Agreement and a side letter regarding confidentiality in form\nreasonably acceptable to counsel to the Investor.\n\n                                  ARTICLE VII.\n\n                                  Miscellaneous\n\n7.1 Fees and Expenses.\n\n      Except as specifically noted herein, each Party shall be solely\nresponsible for the payment of the fees and expenses of its advisers, counsel,\naccountants and other experts, if any, and all other expenses incurred by such\nParty incident to the negotiation, preparation, execution, delivery and\nperformance of this Agreement.\n\n7.2 Severability.\n\n      If any provision of this Agreement is held by a court of competent\njurisdiction (including pursuant to enforcement of any arbitration award under\nthis Agreement) or panel of arbitrators to be invalid, unlawful or\nunenforceable, it shall be modified, if possible, to the minimum extent\nnecessary to make it valid, lawful and enforceable or, if such modification is\nnot possible, it shall be stricken from this Agreement and the remaining\nprovisions of this Agreement shall continue in full force and effect; provided,\nhowever, that, if a provision is so stricken and is of a nature so as to\nfundamentally alter the economic arrangements of this Agreement, the Party\nadversely affected may terminate this Agreement by giving to the other Party\nsixty (60) days' written notice of termination.\n\n\n                                       29\n\n\n7.3 Consent to Jurisdiction.\n\n      For purposes of any suit, action, or legal proceeding permitted under this\nAgreement, each Party to this Agreement (i) hereby irrevocably submits itself to\nand consents to the non-exclusive jurisdiction of the United States District\nCourt for the Northern District of California for the purposes of any such suit,\naction or legal proceeding in connection with this Agreement including to\nenforce an arbitral resolution, settlement, order or award made pursuant to this\nAgreement (including pursuant to the U.S. Arbitration Act, or otherwise), and\n(ii) to the extent permitted by Applicable Law, hereby waives, and agrees not to\nassert, by way of motion, as a defense, or otherwise, in any such suit, action,\nor legal proceeding pending in such event, any claim that it is not personally\nsubject to the jurisdiction of such court, that the suit, action or legal\nproceeding is brought in an inconvenient forum or that the venue of the suit,\naction or legal proceeding is improper. Each Party to this Agreement hereby\nagrees to the entry of an order to enforce any resolution, settlement, order or\naward made pursuant to this Section by the United States District Court for the\nNorthern District of California.\n\n7.4 Dispute Resolution Procedures.\n\n      (a) Any controversy or claim arising out of or relating to this contract,\nor the breach thereof between or among the Parties and\/or any of their\nAffiliates under this Agreement, shall be settled, if possible, through good\nfaith negotiations between the relevant parties. Prior to resolving any dispute\nby means of arbitration or by means of any suit, action or legal proceeding\npermitted under this Section 7.4, the relevant parties involved in such dispute\nshall refer such dispute to their respective Chief Executive Officers or\nequivalent, who shall meet in person to negotiate in good faith the possible\nresolution thereof on at least two occasions within thirty (30) days before any\nsuch party commences arbitration or other litigation permitted under this\nAgreement (provided, that if any such party fails or refuses to have a\nrepresentative attend such meetings within such thirty (30) day period, the\nprocedures of this Section 7.4 shall be applicable after the conclusion of such\nthirty (30) day period); and further provided that (i) any legal proceedings\nseeking interim equitable relief (including a temporary restraining order or\npreliminary injunction) until such time as such interim equitable relief can be\naddressed through arbitration; (ii) proceedings for provisional relief\ncontemplated by Section 7.4(k) below; and (iii) third-party legal proceedings\nmay be commenced immediately.\n\n      (b) In the event such good faith negotiations are unsuccessful, either\nParty may, after thirty (30) days' written notice to the other, submit any\ncontroversy or claim arising out of, relating to or in connection with this\nAgreement, or the breach thereof, to arbitration administered by the American\nArbitration Association (\"AAA\") in accordance with its then existing Commercial\nArbitration rules and judgment upon the award rendered by the arbitrator may be\nentered in any court having jurisdiction thereof.\n\n      (c) It is the express agreement of the Parties that the provisions of this\nSection, including the rules of the AAA and the laws of the State of California\nreferenced herein, as modified by the terms of this Section, shall govern the\narbitration of any disputes \n\n\n                                       30\n\n\narising pursuant to this Agreement. In the event of any conflict between the law\nof the State of California, the law of the arbitral location, and the U.S.\nArbitration Act (Title 9, U.S. Code), with respect to any arbitration conducted\npursuant to this Agreement, to the extent permissible, it is the express intent\nof the Parties that the selected governing law, as modified by this Section,\nshall prevail. To the extent this Section is deemed a separate agreement,\nindependent from this Agreement, Sections 7.2, 7.6, 7.7 and 7.8 are incorporated\nherein by reference.\n\n      (d) The place of arbitration shall be San Francisco, California, U.S.A.\n\n      (e) In any arbitration pursuant to this Section, the award shall be\nrendered by a majority of the members of a board of arbitration consisting of\nthree members who shall be appointed by the Parties jointly or, if the Parties\ncannot agree as to three arbitrators within thirty (30) days after the\ncommencement of the arbitration proceeding, then one arbitrator shall be\nappointed by each of the Company and the Investor within sixty (60) days after\nthe commencement of the arbitration proceeding and the third arbitrator shall be\nappointed by mutual agreement of such two arbitrators. If such two (2)\narbitrators shall fail to agree within seventy-five (75) days after commencement\nof the arbitration proceeding upon the appointment of the third arbitrator, the\nthird arbitrator shall be appointed by the AAA in accordance with its then\nexisting rules, but shall be required to have legal experience relevant to the\nadjudication of the dispute between the Parties. Notwithstanding the foregoing,\nif any Party shall fail to appoint an arbitrator within the specified time\nperiod, such arbitrator and the third arbitrator shall be appointed by the AAA\nin accordance with its then existing rules. For purposes of this Section, the\n\"commencement of the arbitration proceeding\" shall be deemed to be the date upon\nwhich written demand for arbitration has been received by the AAA from one of\nthe Parties (and by the other Party from such Party).\n\n      (f) So long as such award complies with subsection (j) below, an award\nrendered in connection with an arbitration pursuant to this Section shall be\nfinal and binding upon the Parties, and any judgment upon such an award may be\nentered and enforced in any court of competent jurisdiction.\n\n      (g) The Parties agree that the award of the arbitral tribunal will be the\nsole and exclusive remedy between them regarding any and all claims and\ncounterclaims between them with respect to the subject matter of the arbitrated\ndispute. The Parties hereby waive all jurisdictional defenses in connection with\nany arbitration hereunder or the enforcement of an order or award rendered\npursuant thereto (assuming that the terms and conditions of this arbitration\nclause have been complied with).\n\n      (h) The Parties hereby agree that the relationship between the Parties is\ncommercial in nature, and that any disputes between the Parties related to this\nAgreement shall be deemed commercial.\n\n      (i) With respect to any order issued by the arbitrator(s) pursuant to this\nAgreement, the Parties expressly agree (i) and consent to the bringing of an\naction by one \n\n\n                                       31\n\n\nParty against the other in the federal courts of the Northern District of\nCalifornia to enforce and confirm such order; (ii) that such order shall be\nconclusive proof of the validity of the determination(s) of the arbitrator(s)\nunderlying such order; and (iii) that any court having jurisdiction or any\nfederal court sitting in the Northern District of California may enter judgment\nupon and enforce such order, whether pursuant to the U.S. Arbitration Act, or\notherwise.\n\n      (j) The arbitrators shall issue a written explanation of the reasons for\nthe award and a full statement of the facts as found and the rules of law\napplied in reaching their decision to both Parties. The arbitrator shall\napportion to each Party all costs (other than attorneys' fees) incurred in\nconducting the arbitration in accordance with what he deems just and equitable\nunder the circumstances. Any provisional remedy which would be available to a\ncourt of law shall be available from the arbitrator(s) pending arbitration of\nthe dispute. Either Party may make an application to the arbitrator seeking\ninjunctive or other interim relief, and the arbitrator may take whatever interim\nmeasures they deem necessary in respect of the subject matter of the dispute,\nincluding measures to maintain the status quo until such time as the arbitration\naward is rendered or the controversy is otherwise resolved. The arbitrator shall\nhave the authority to award any remedy or relief that a court of the State of\nCalifornia could order or grant, including, without limitation, specific\nperformance or any obligation created under the agreement, the awarding of\npunitive damages, the issuance of an injunction, or the imposition of sanctions\nfor abuse or frustration of the arbitration process, but shall not have the\nauthority to award any remedy or relief that could not be granted by a court in\nthe State of California applying California law.\n\n      (k) The Parties may file an application in any proper court for a\nprovisional remedy in connection with an arbitrable controversy, but only upon\nthe ground that the award to which the applicant may be entitled may be rendered\nineffectual without provisional relief.\n\n      (l) After the appointment of the arbitrators, the parties to the\narbitration shall have the right to take depositions and to obtain discovery\nregarding the subject matter of the arbitration, and, to that end, to use and\nexercise all the same rights, remedies, and procedures, and be subject to all of\nthe same duties, liabilities, and obligations in the arbitration with respect to\nthe subject matter thereof, as provided in Chapter 2 (commencing with Section\n1985) of, and Article 3 (commencing with Section 2016) of Chapter 3 of Title 3\nof Part 4 of the California Code of Civil Procedure, as if the subject matter of\nthe arbitration were pending in a civil action before a superior court in\nCalifornia.\n\n7.5 Brokers.\n\n      Each of the Company and the Investor agrees that it shall indemnify and\nhold harmless the other and its Affiliates from and against any and all claims,\nliabilities, or obligations with respect to brokerage or finders' fees or\ncommissions or consulting fees in connection with the transactions contemplated\nby this Agreement asserted by any Person \n\n\n                                       32\n\n\non the basis of any agreement, statement or representation alleged to have been\nmade by such Party.\n\n7.6 Entire Agreement; Amendments.\n\n      This Agreement and the Schedules and Exhibits hereto collectively contain\nthe entire understanding of the Parties with respect to the matters referred to\nhereby and thereby, and supercede all prior understandings and agreements with\nrespect to the subject matter of this Agreement. Except as specifically set\nforth herein and the schedules and exhibits hereto, neither the Company nor the\nInvestor makes any representation, warranty, covenant or undertaking with\nrespect to the matters referred to hereby or thereby. No provision of this\nAgreement may be amended, supplemented or waived other than by a written\ninstrument signed by the Party against whom enforcement of any such amendment,\nsupplement or waiver is sought.\n\n7.7 Notices.\n\n      Any notice or other communication required or permitted to be given herein\nshall be in writing and shall be effective (a) upon hand delivery or delivery by\ntelex (with correct answerback received), telecopy or facsimile at the address\nor number designated below (if delivered on a business day during normal\nbusiness hours where such notice is to be received), or the first business day\nfollowing such delivery (if delivered other than on a business day during normal\nbusiness hours where such notice is to be received), or (b) on the third\nbusiness day following the date of mailing by express courier service, fully\nprepaid, addressed to such address, or upon actual receipt of such mailing,\nwhichever shall first occur. The addresses for such communications shall be:\n\n      If to the Company:\n\n                  DIGIMARC CORPORATION\n                  19801 S.W. 72nd Avenue\n                  Suite 250\n                  Tualatin, OR 97062\n                  Telephone: (503) 885-9699\n                  Facsimile: (503) 495-4577\n                  Attention: Bruce Davis, President &amp; CEO\n\n                  With a copy to:\n\n                  MORRISON &amp; FOERSTER, LLP\n                  425 Market Street\n                  San Francisco, CA 94105\n                  Telephone: (415) 268-7000\n                  Facsimile: (415) 268-7522\n                  Attention: Gavin B. Grover, Esq.\n\n\n                                       33\n\n\n                  If to the Investor:\n\n                  MACROVISION CORPORATION\n                  1341 Orleans Drive\n                  Sunnyvale, CA 94089\n                  Telephone: (408) 743-8461\n                  Facsimile: (408) 743-8610\n                  Attention: Ian R. Halifax, Chief Financial Officer\n\n                  With copies to:\n\n                  MANATT, PHELPS &amp; PHILLIPS, LLP\n                  1001 Page Mill Road, Building 2\n                  Palo Alto, CA 94304\n                  Telephone: (650) 812-1320\n                  Facsimile: (650) 213-0260\n                  Attention: David Herbst, Esq.\n\nEach Party may from time to time change its address for notices under this\nSection 7.7 by giving at least ten (10) days' notice of such changed address to\nthe other Party.\n\n7.8 No Waiver.\n\n      No waiver by either Party of any default with respect to any provision,\ncondition or requirement of this Agreement shall be deemed to be a continuing\nwaiver in the future hereof or a waiver of any other provision, condition or\nrequest hereof; nor shall any delay or omission of either Party to exercise any\nright hereunder in any manner impair the exercise of any such right accruing to\nit thereafter.\n\n7.9 Heading.\n\n      The headings herein are for convenience only, do not constitute a part of\nthis Agreement and shall not be deemed to limit or affect any of the provisions\nhereof.\n\n7.10 Successors and Assigns.\n\n      This Agreement shall be binding upon and inure to the benefit of the\nParties and their successors and assigns. The Parties may amend this Agreement\nwithout notice to or the consent of any other Person. Neither Party shall assign\nthis Agreement or any rights or obligations hereunder without the prior written\nconsent of the other Party (which consent may be withheld for any reason in the\nsole discretion of the Party from whom consent is given), except as otherwise\nexpressly provided herein. However, the Investor may assign any of its rights or\nCommon Stock to any of its wholly owned affiliates.\n\n\n                                       34\n\n\n7.11 No Third Party Beneficiaries.\n\n      This Agreement is intended for the benefit of the Parties, the indemnified\nparties under Section 4.7 and their respective permitted successors and assigns,\nand are not for the benefit of, nor may any provision hereof be enforced by, any\nother Person.\n\n7.12 Governing Law.\n\n      This Agreement shall be governed by and construed and enforced in\naccordance with the laws of the State of California.\n\n7.13 Further Assurances.\n\n      Each Party agrees to take such further actions, including the execution of\nsuch further documents, as may be necessary or desirable, or reasonably\nrequested by the other, in order to carry out the provisions of this Agreement\nincluding all reasonable action required to be taken by the Company to enable\nthe consummation of the Closing including convening a meeting of the Company's\nshareholders.\n\n7.14 Relationship of the Parties.\n\n      For all purposes of this Agreement, the Investor, the Company and all of\ntheir respective Affiliates shall be deemed to be independent entities, and\nanything in this Agreement to the contrary notwithstanding, nothing herein shall\nbe deemed to constitute the Investor and the Company or any of their respective\nAffiliates as partners, joint venturers, co-owners, an association or any entity\nseparate and apart from each Party itself, nor shall this Agreement make either\nParty hereto an employee or agent, legal or otherwise, of the other Party for\nany purposes whatsoever. Neither Party hereto is authorized to make any\nstatements or representations on behalf of the other Party or in any way\nobligate the other Party, except as expressly authorized in writing by the other\nParty. Anything in this Agreement to the contrary notwithstanding, neither Party\nhereto shall assume nor shall be liable for any liabilities or obligations of\nthe other Party, whether past, present or future, except for indemnity\nobligations expressly undertaken herein.\n\n7.15 Publicity.\n\n      (a) Each Party agrees, and shall cause its Affiliates, not to issue any\npress release disclosing the terms of, or relating to, this Agreement, without\nthe prior written consent of the other Party; provided, however, that neither\nParty or its Affiliates shall be prevented from complying with any duty of\ndisclosure it may have pursuant to Applicable Laws. Such disclosing party shall\nuse its Best Efforts to consult with the other Party regarding the issuance of\nany such press release, or with regard to any public statement disclosing the\nterms of this Agreement (including but not limited to any required press release\nor other public statement pursuant to Applicable Laws), and shall use its Best\nEfforts to obtain confidential treatment for any Confidential Information where\nsuch press release or other public statement is required to be made by\nApplicable Law.\n\n\n                                       35\n\n\n      (b) The Investor hereby acknowledges that it is aware and that its\nrepresentatives and Affiliates have been advised that applicable securities laws\nrestrict any Person who has material nonpublic information about a company from\npurchasing or selling securities of such company, or from communicating such\nmaterial non-public information to any other Person under circumstances in which\nit is reasonably foreseeable that such Person is likely to purchase or sell such\nsecurities. The Parties agree that all information disclosed during the\nnegotiations of this Agreement shall be considered \"Confidential Information\"\nand governed by the Confidentiality Agreement.\n\n7.16 Number and Gender of Words.\n\n      Whenever the singular number is used herein, the same shall include the\nplural where appropriate, and shall apply to all of such number, and to each of\nthem, jointly and severally, and words of any gender shall include each other\ngender where appropriate.\n\n7.17 Interpretation.\n\n      When a reference is made in this Agreement or to a Section, Exhibit or\nSchedule, such reference shall be to a Section of, Exhibit to or Schedule to\nthis Agreement, unless otherwise indicated. Any references to Applicable Laws or\na subset thereof shall be deemed to include any amendments or additions thereto\nfrom time to time or any successor or similar Applicable Law.\n\n7.18 Counterparts.\n\n      This Agreement may be executed in two or more counterparts, all of which\nshall be considered one and the same Agreement, and shall become effective when\ncounterparts have been signed by each Party and delivered to the other Party, it\nbeing understood that all Parties need not sign the same counterpart.\n\n                            [SIGNATURE PAGE FOLLOWS]\n\n\n                                       36\n\n\n      IN WITNESS WHEREOF, the Parties hereto have caused this Strategic\nInvestment Agreement to be duly executed by their respective authorized officers\nas of the date hereof.\n\n                                        DIGIMARC CORPORATION\n\n\n                                        By: \/s\/ E.K. Ranjit\n                                           -------------------------------------\n                                           Name:  E.K. Ranjit\n                                           Title: Chief Financial Officer &amp; Secretary\n\n\n                                        MACROVISION CORPORATION\n\n\n                                        By: \/s\/ Ian R. Halifax\n                                           -------------------------------------\n                                           Name:  Ian R. Halifax\n                                           Title: Chief Financial Officer\n\n\n                                       37\n\n\n                                    EXHIBIT A\n\n                                   Definitions\n\n      Any reference in this Agreement to \"writing\" or cognate expressions\nincludes a reference to electronic or facsimile transmission or comparable means\nof communications. As used in this Agreement, the following terms shall be\ndefined as follows:\n\n      \"AAA\" shall have the meaning set forth in Section 7.4(b).\n\n      \"Accredited Investor\" shall have the meaning set forth in Section 2.2(e).\n\n      \"Additional Shares\" shall have the meaning set forth in the recitals to\nthis Agreement, which includes all shares of the Common Stock acquired by the\nInvestor pursuant to this Agreement and all shares of Common Stock issued to the\nInvestor upon any stock split, stock dividend, recapitalization or similar\nevent.\n\n      \"Affiliate(s)\" shall mean any corporation, association or other entity\nwhich directly or indirectly controls, is controlled by or is under common\ncontrol with the party in question, but only for so long as such relationship\nexists. As used herein, the term \"control\" shall mean the ability to direct the\nbusiness of a company and shall be presumed in the case of ownership, directly\nor indirectly, of shares of stock having at least fifty percent (50%) of the\nvoting power entitled to vote for the election of directors in the case of a\ncorporation, and at least fifty percent (50%) of the voting power and interest\nin profits in the case of a business entity other than a corporation, or only if\nless than fifty percent (50%) of the voting power and interest in profits is\npermitted by Applicable Law, the maximum amount allowed in the country in\nquestion (so long as the holder otherwise retains the ability to direct the\nbusiness of the entity).\n\n      \"Agreement\" shall have the meaning set forth in the preamble hereto.\n\n      \"Applicable Law(s)\" shall mean all foreign, federal, state and local laws,\nstatutes, rules and regulations which have been enacted by a Governmental\nAuthority and are in force as of the date hereof or which are enacted by a\nGovernmental Authority and come into force during the term of this Agreement,\n(including any successor provisions as amended, re-enacted or extended by such\nGovernmental Authority) in each case to the extent that the same are applicable\nto the performance by the Parties of their respective obligations under this\nAgreement.\n\n      \"Audit Date\" shall have the meaning set forth in Section 2.1(l).\n\n      \"Beneficially Owns\" or any derivation of such term shall have the same\nmeaning as set forth in Rule 13d-3 under the Exchange Act.\n\n      \"Best Efforts\" shall be determined under California law and shall mean\nsuch reasonable efforts as are consistent with efforts made by businesses of\nsimilar size and resources in a similar circumstance and context, to achieve a\nparticular result in a timely manner, but shall not require a Party to take\nactions that would be commercially unreasonable to such Party in the\ncircumstances.\n\n\n      \"By-laws\" shall have the meaning set forth in Section 2.1(c).\n\n      \"Certificate of Incorporation\" shall have the meaning set forth in Section\n2.1(c).\n\n      \"Closing\" shall have the meaning set forth in Section 1.2.\n\n      \"Common Stock\" shall have the meaning set forth in the recitals to this\nAgreement.\n\n      \"Company\" shall have the meaning set forth in the preamble of this\nAgreement.\n\n      \"Company Securities\" shall mean the Original Shares, the Additional Shares\nacquired hereunder or any of the Company's Common Stock or securities (including\noptions, warrants or rights) convertible into, exchangeable for or exercisable\nfor shares of Common Stock.\n\n      \"Confidential Information\" shall mean technical and business information\nrelating to a Party's Intellectual Property Rights, trade secret processes or\ndevices, techniques, data, formula, inventions (whether or not patentable) or\nproducts, research and development (including research subjects, methods and\nresults), production, manufacturing and engineering processes, computer\nsoftware, costs, profit or margin information, pricing policies, confidential\nmarket information, finances, customers, distribution, sales, marketing, and\nproduction and future business plans and any other information of a\n\"confidential\" nature, specifically including, without limitation, any\ninformation that is identified orally or in writing by the disclosing party to\nbe confidential, or that the receiving party should reasonably understand under\nthe circumstances to be a trade secret of the disclosing party or information of\na similar nature that is not generally known to the public.\n\n      \"Confidentiality Agreement\" shall have the meaning set forth in Section\n5.1.\n\n      \"Director Agreement\" shall have the meaning set forth in Section 6.1(i).\n\n      \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as amended.\n\n      \"Galaxy Group\" is a group consisting of IBM, NEC, Sony, Hitachi and\nPioneer, organized to propose a watermark-based video copy control system\nresponsive to a call for proposals issued by the Copy Protection Technical\nWorking Group (an industry group including representatives of motion picture\nstudios, consumer electronic manufacturers, and information technology\ncompanies).\n\n      \"GAAP\" shall have the meaning set forth in Section 2.1(f).\n\n      \"Governmental Authority\" shall mean any nation or government, any state,\nprovince or other political subdivision thereof or any entity exercising\nexecutive, legislative, judicial, regulatory or administrative functions of or\npertaining to government.\n\n      \"Group\" shall have the meaning set forth in Section 13(d)(3) of the\nExchange Act.\n\n      \"HSR Act\" shall have the meaning set forth in Section 2.2(c).\n\n\n\n      \"Intellectual Property\" shall have the meaning set forth in Section\n2(m)(i).\n\n      \"Interim Balance Sheet\" shall have the meaning set forth in Section\n2.1(g)(ii).\n\n      \"Investor\" shall have the meaning set forth in the preamble of this\nAgreement.\n\n      \"JDA Amendment\" shall have the meaning set forth in Section 1.3.\n\n      \"Liabilities\" shall have the meaning set forth in Section 2.1(g).\n\n      \"Macrovision Percentage\" shall have the meaning set forth in the recitals\nto this Agreement.\n\n      \"Material Adverse Effect\" shall mean any material adverse effect on the\nassets, results of operations, properties, business or financial condition of\neither Party hereto, as applicable, and such Party's subsidiaries taken as a\nwhole.\n\n      \"Party\" or \"Parties\" shall mean the Investor, the Company or both, as\napplicable.\n\n      \"Person\" shall mean any individual, general partnership, limited\npartnership, limited liability company, corporation, joint venture, trust,\nbusiness trust, cooperative or association, or any foreign trust or foreign\nbusiness organization or any Governmental Authority.\n\n      \"Philips\" shall mean Koninklijke Philips Electronics N.V., a Netherlands\ncorporation.\n\n      \"Philips Strategic Investment Agreement\" shall have the meaning set forth\nin the recitals to this Agreement.\n\n      \"Piggyback Investors\" shall have the meaning set forth in Section 4.3(b).\n\n      \"Register\", \"registered\", and \"registration\" refer to a registration\neffected by preparing and filing a registration statement in compliance with the\nSecurities Act, and the declaration or ordering of effectiveness of such\nregistration statement or document.\n\n      \"Registrable Securities\" means (i) Common Stock of the Company issued or\nissuable under this Agreement; and (ii) any Common Stock of the Company issued\nas (or issuable upon the conversion or exercise of any warrant, right or other\nsecurity which is issued as) a dividend or other distribution with respect to,\nor in exchange for or in replacement of, such above-described securities.\nNotwithstanding the foregoing, Registrable Securities shall not include any\nsecurities (i) sold by a Person to the public either pursuant to a registration\nstatement or Rule 144 or (ii) sold in a private transaction in which the\ntransferor's rights under Article IV of this Agreement are not assigned.\n\n      \"Registration Expenses\" shall mean all expenses incurred by the Company in\ncomplying with Section 4.2, including, without limitation, all registration and\nfiling fees, printing expenses, fees and disbursements of counsel for the\nCompany and the underwriters, blue sky fees and expenses and the expense of any\nspecial audits incident to or required by any such registration \n\n\n\n(but excluding the compensation of regular employees of the Company which shall\nbe paid in any event by the Company).\n\n      \"Restricted Securities\" shall have the meaning set forth in Section\n2.2(e).\n\n      \"Schedule of Exceptions\" shall have the meaning set forth in Section 2.1.\n\n      \"SEC\" or \"Commission\" means the Securities and Exchange Commission.\n\n      \"SEC Documents\" shall have the meaning set forth in Section 2.1(f).\n\n      \"Securities Act\" shall mean the Securities Act of 1933, as amended.\n\n      \"Selling Expenses\" shall mean all underwriting discounts, selling\ncommissions and stock transfer taxes, if any, applicable to the sale.\n\n      \"Share Price\" shall have the meaning set forth in Section 1.1.\n\n      \"Standstill Percentage\" shall have the meaning set forth in Section\n3.2(a)(i).\n\n      \"Standstill Period\" shall have the meaning set forth in Section 3.2(a).\n\n      \"Subject Securities\" shall have the meaning set forth in Section 4.4(a).\n\n      \"Third Party Intellectual Property License\" shall have the meaning set\nforth in Section 2.1(m)(i).\n\n      \"Third Party Intellectual Property Rights\" shall have the meaning set\nforth in Section 2.1(m)(vii).\n\n      \"Total Purchase Price\" shall have the meaning set forth in Section 1.1.\n\n      \"Violation\" shall have the meaning set forth in Section 4.7(a)(i).\n\n      \"Voting Securities\" shall mean any shares of any class of the Company's\ncapital stock with voting rights generally to elect directors of the Company.\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7320,8106],"corporate_contracts_industries":[9510,9466],"corporate_contracts_types":[9622,9627],"class_list":["post-43733","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-digimarc-corp","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-technology__programming","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\/43733","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=43733"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43733"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43733"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43733"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}