EXHIBIT
10.39
  (1)           PATENT PURCHASE AGREEMENT
  This
PATENT PURCHASE AGREEMENT (this “Agreement”)
is entered into, as of the Effective Date (defined below), by and between
Avistar Communications Corporation, a Delaware corporation, with an office at
1875 South Grant St., 10th
Floor, San Mateo, CA 94402 (“Seller”)
and Intellectual Ventures Fund 61 LLC, a Nevada limited liability
company, with an address at 7251 W Lake Mead Blvd,
Suite 300, Las Vegas, NV 89128 (“Purchaser”).  The
parties hereby agree as follows:
  1.  Background
  1.1  Seller
owns certain provisional patent applications, patent applications, patents,
and/or related foreign patents and applications.
  1.2  Seller
wishes to sell to Purchaser all right, title, and interest in such patents and
applications and the causes of action to sue for infringement thereof and other
enforcement rights.
  1.3  Purchaser
wishes to purchase from Seller all right, title, and interest in the Assigned
Patent Rights (defined below), free and clear of any restrictions, liens,
claims, and encumbrances but subject to (a) all existing patent licenses
and settlement agreements to any of the Assigned Patent Assets which agreements
are retained by Seller and are set forth on Exhibit G
and (b) the licenses and other rights granted to Seller under paragraphs
4.4 and 4.5 of this Agreement.
  2.  Definitions
  “Abandoned
Assets” means those specific provisional patent applications, patent
applications, patents and other governmental grants or issuances listed on Exhibit C
(as such list may be updated based on Purchaser’s review pursuant to
paragraph 3.1).
  “Assigned Patent
Rights” means the Patents and the additional rights set forth in
paragraph 4.2 but it shall exclude the patent rights set forth in Exhibit H.
  “Assignment
Agreements” means the agreements assigning ownership of the Assigned
Patent Rights and the Abandoned Assets from the inventors and/or prior owners to
Seller.
  “Common Interest
Agreement” means an agreement, in the form set forth on Exhibit E,
setting forth the terms under which Seller and Purchaser will protect certain
information relating to the Patents under the common interest
privilege.
  “Docket”
means Seller’s or its agents’ list or other means of tracking information
relating to the prosecution or maintenance of the Patents throughout the world,
including, without limitation, the names, addresses, email addresses, and phone
numbers of prosecution counsel and agents, and information relating to
deadlines, payments, and filings, which list or other means of tracking
information is current as of the Effective Date.
  “[***]
License”
will have the meaning set forth in paragraph [***].
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 1
   “Effective
Date” means the date set forth as the Effective Date on the signature
page of this Agreement.
  “Excluded
Assets” means the specific patent rights listed on Exhibit H.
  “Executed
Assignments” means the executed and witnessed Assignment of Patent Rights
in Exhibit B
and the executed Assignment of Rights in Certain Assets in Exhibit C,
each as signed by a duly authorized representative of Seller, and the additional
documents Seller may be required to execute and deliver under
paragraph 5.3.
  “License
Termination Date” means the date of the Closing as set forth in
paragraph 3.2.
  “Licensee”
means (a) [***] or (b) the [***] that [***] the [***] trade
names  and trademarks and offers the [***] [***] and [***] and
received such rights via the [***] of all or [***] all of the [***] pertinent to
the [***][***] from [***] on [***].
  “Live
Assets” means the provisional patent applications, patent applications,
and patents listed on Exhibits A and/or B (as such lists may be updated based on
Purchaser’s review pursuant to paragraph 3.1).
  “Patents”
means, excluding the Abandoned Assets, all (a) Live Assets;
(b) patents or patent applications (i) to which any of the Live Assets
directly or indirectly claims priority, and/or (ii) for which any of the
Live Assets directly or indirectly forms a basis for priority,
(c) reissues, reexaminations, extensions, continuations, continuations in
part, continuing prosecution applications, requests for continuing examinations,
divisions, and registrations of any item in any of the foregoing
categories (a) and (b); (d) foreign patents, patent applications and
counterparts relating to any item in any of the foregoing categories (a)
through (c), including, without limitation, certificates of invention, utility
models, industrial design protection, design patent protection, and other
governmental grants or issuances; and (e) any items in any of the foregoing
categories (b) through (d) whether or not expressly listed as Live Assets
and whether or not claims in any of the foregoing have been rejected, withdrawn,
cancelled, or the like.
  “Primary Warranties” means,
collectively, the representations and warranties of Seller set forth in
paragraphs 6.1, 6.2, 6.3, and 6.4.
  “Prosecution
History Files” means all documents and tangible things, as those terms
have been interpreted pursuant to rules and laws governing the production of
documents and things in the prosecution files for the Patents as those files of
Purchaser and its attorneys or agents, including, without limitation any
documents or tangible things therein constituting, comprising or relating to the
investigation, evaluation, preparation, prosecution, maintenance, defense,
filing, issuance, registration, assertion or enforcement of the
Patents.
  “Subsidiary”
means any entity that Seller controls.  For purposes of this
definition, “control” means: (a) if such entity has voting shares or other
voting securities, ownership and control of more than fifty percent (50%) of the
outstanding shares or securities entitled
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
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 2
   to vote
for the election of directors or similar managing authority of such entity; or
(b) if such entity does not have voting shares or other voting securities,
ownership and control of more than fifty percent (50%) of the ownership
interests that represent the power to direct the management and policies of such
entity.  An entity shall be deemed to be a Subsidiary under this
Agreement only so long as all the requirements of being a Subsidiary are
met.
  “Transmitted
Copy” has the meaning set forth in paragraph 8.12.
  3.  Transmittal,
Review, Closing Conditions and Payment
  3.1  Transmittal.  Within
twenty (20) calendar days following the later of the Effective Date or the date
Purchaser receives a Transmitted Copy of this Agreement executed by Seller,
Seller will send to Purchaser, or its legal counsel, the items identified on
Exhibit D
(the “Initial
Deliverables”).  Seller acknowledges and agrees that Purchaser
may request, and Seller will promptly deliver to Purchaser or its legal counsel,
as directed by Purchaser, additional documents that are reasonably required, in
Purchaser’s reasonable discretion, based on Purchaser’s review of the Initial
Deliverables (such additional documents and the Initial Deliverables are,
collectively, the “Deliverables”),
and that as a result of Purchaser’s review, the lists of Live Assets on Exhibits A
and B and the
list of Abandoned Assets on Exhibit C,
may be revised by  the mutual written agreement of the parties
(evidenced by one or more Executed Assignments), both before and after the
Closing to conform these lists to the definition of Patents (and these revisions
may therefore require the inclusion of additional provisional patent
applications, patent applications, and patents on Exhibit A
and B or Exhibit C).  To
the extent any of the Live Assets are removed for any reason, the payment in
paragraph 3.4 may be reduced by the mutual written agreement of the
parties.  If originals (for the items for which originals are
specifically required on Exhibit D)
of the Deliverables are not available and delivered to Purchaser prior to
Closing, Seller will cause (i) such originals of the Deliverables to be
sent to Purchaser or Purchaser’s representative promptly if and after such
originals are located and (ii) Seller will deliver to Purchaser a
declaration, executed under penalty of perjury, detailing Seller’s efforts to
locate such unavailable original documents and details regarding how any
delivered copies of such unavailable original documents were
obtained.  Deliverables (other than those for which originals are
specifically required on Exhibit D)
may be provided in electronic or hard copy form.  The parties
recognize that the Initial Deliverables represent a large volume of material to
be produced by Seller over a relatively short period of time and that it is
possible some items may be inadvertently overlooked.  Such a failure
to deliver shall not be considered a breach of this Agreement, provided that
(i) Seller has exerted commercially reasonable efforts to produce and
deliver all required Deliverables, including, without limitation, Deliverables
which Seller locates after the Closing and (ii) Seller will have no
obligation to close until all conditions set forth in paragraph 3.3 below,
including without limitation, subparagraph 3.3(b), are
satisfied.
  3.2  Closing.  The
closing of the sale of the Assigned Patent Rights and the assignment of the
Abandoned Assets hereunder will occur when all conditions set forth in
paragraph 3.3 have been satisfied or waived and the payment set forth in
paragraph 3.4 is made (the “Closing”).  Purchaser
and Seller will use commercially reasonable efforts to carry out
the
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
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 3
   Closing
within thirty (30) calendar days following the later of the Effective Date or
the date on which the last of the Deliverables was received by
Purchaser.
  3.3  Closing
Conditions.  The following are conditions precedent to
Purchaser’s obligation to make the payment in paragraph 3.4.
  (a)  Signature by
Seller.  Seller timely executed this Agreement and delivered a
Transmitted Copy of this Agreement to Purchaser’s representatives by not later
than December 22, 2009 at 5:00 p.m. Pacific Standard Time, and promptly
delivered two (2) executed originals of this Agreement to Purchaser’s
representatives.
  (b)  Transmittal of
Documents.  Seller delivered to Purchaser all the
Deliverables.
  (c)  Compliance With
Agreement.  Seller performed and complied in all respects with
all of the obligations under this Agreement that are to be performed or complied
with by it on or prior to the Closing.
  (d)  Representations and
Warranties True.  Purchaser is reasonably satisfied that, as of
the Effective Date and as of the Closing, the representations and warranties of
Seller contained in Section 6 are true and correct.
  (e)  Patents Not
Abandoned.  Purchaser is reasonably satisfied that, as of the
Effective Date and as of the Closing, none of the assets that are included in
the Patents have expired, lapsed, been abandoned, or deemed
withdrawn.
  (f)  Delivery of Executed
Assignments.  Seller caused the Executed Assignments to be
delivered to Purchaser’s representatives.
  (g)  Release of Security
Interest.  Any security interest that any third party may have
had in any of the Assigned Patent Rights has been fully released in a form
preapproved in writing by Purchaser.  With respect to any security
interest held by the U.S. Internal Revenue Service, Purchaser will not
unreasonably withhold its preapproval of the form of release of such security
interest.
  (h)  Incorporation by
Reference.  Purchaser is satisfied that, as of the Closing,
Seller has (i) abandoned in each applicable patent office any patents and
patent applications that were co-owned applications by Seller and that
incorporate by reference any of the Live Assets, or (ii) solely with
respect to foreign patent applications that were co-owned applications by Seller
and that incorporate by reference any of the Live Assets, amended such patent
applications to remove any incorporation by reference of any of the Live
Assets.
  3.4  Payments.
  (a)  Closing
Payment.  At Closing, Purchaser will pay to Seller the amount
of Eleven Million U.S. Dollars (US $11,000,000.00) by wire
transfer.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
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 4
   Subsequent
Payment.  On the License Termination Date, or on the date that
Seller [***] the [***] License, whichever occurs earlier, Seller will [***]
Purchaser in writing regarding whether or not Seller [***] the [***] License in
accordance with the terms and conditions of [***] (“License
Notice”), and such [***] will [***] the Licensee.  If Seller
has [***] the [***] License and the Licensee is [***], no other payments (except
as set forth in subparagraph 3.4(a) above) shall be due to Seller by
Purchaser.
  If Seller
has [***] the [***][***] with [***] prior to the License Termination Date, as
confirmed in the License Notice, and Purchaser thereafter licenses [***] under
the Patents within one hundred and twenty (120) days after the Closing, then
Purchaser shall pay to Seller the [***] of [***] by wire transfer within five
(5) business days after Purchaser has [***] under the Patents with
[***].  Purchaser agrees that it will [***] with [***] and [***] to
[***] a license agreement with [***] during the one hundred and twenty (120) day
period.  Purchaser will notify Seller in writing within five (5) days
after Purchaser [***] into a [***] with [***] during such period.
  (b)  Prior to
Closing, Seller will furnish Purchaser with all necessary information to make a
wire transfer to a designated bank account of Seller.  Purchaser may
record the Executed Assignments with the applicable patent offices only on or
after Closing.
  3.5  Termination and
Survival.  Purchaser will have the right to terminate this
Agreement for any reason or no reason within seven (7) days after the Effective
Date.  In addition, in the event all conditions to Closing set forth
in paragraph 3.3 are not met within seventy-five (75) days following the
Effective Date, either party will have the right to terminate this Agreement by
written notice to the other party; provided, however, that Seller may only
terminate this Agreement pursuant to this paragraph 3.5 if Seller has fully
complied in all material respects with its all of its obligations under this
Agreement prior to such termination.  Upon termination, Purchaser will
return all documents delivered to Purchaser under this Section 3 to
Seller.  The provisions of Section 8 will survive any
termination.
  4.  Transfer
of Patents and Additional Rights
  4.1  Assignment of
Patents.  Upon the Closing, Seller hereby sells, assigns,
transfers, and conveys to Purchaser all right, title, and interest in and to the
Assigned Patent Rights.  Seller understands and acknowledges that, if
any of the Patents are assigned to Seller’s affiliates or subsidiaries, Seller
may be required prior to the Closing to perform certain actions to establish
that Seller is the assignee and to record such assignments.  On or
before Closing, Seller will execute and deliver to Purchaser the Assignment of
Patent Rights in the form set forth in Exhibit B
(as may be updated based on Purchaser’s review pursuant to
paragraph 3.1).
  4.2  Assignment of Additional
Rights.  Upon the Closing, Seller hereby also sells, assigns,
transfers, and conveys to Purchaser all right, title and interest in and to
all:
  (a)  inventions,
invention disclosures, and discoveries described in any of the Patents or
Abandoned Assets that (i) are included in any claim in the Patents or
Abandoned Assets, (ii) are subject matter capable of being reduced to a
patent claim
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
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 5
   in a
reissue or reexamination proceeding brought on any of the Patents or Abandoned
Assets, and/or (iii) could have been included as a claim in any of the
Patents or Abandoned Assets;
  (b)  rights to
apply in any or all countries of the world for patents, certificates of
invention, utility models, industrial design protections, design patent
protections, or other governmental grants or issuances of any type related to
any of the Patents and the inventions, invention disclosures, and discoveries
therein;
  (c)  causes of
action (whether known or unknown or whether currently pending, filed, or
otherwise) and other enforcement rights under, or on account of, any of the
Patents and/or the rights described in subparagraph 4.2(b), including,
without limitation, all causes of action and other enforcement rights for
(i) damages, (ii) injunctive relief, and (iii) any other remedies
of any kind for past, current and future infringement; and
  (d)  rights to
collect royalties or other payments under or on account of any of the Patents
and/or any of the foregoing except for royalties or other payments payable to
Seller under the agreements set forth in Exhibit G
and any amounts obtained from licensing Licensee as set forth in
paragraph 4.5.
  4.3  Assignment of Rights in
Certain Assets.  Upon the Closing, Seller hereby sells,
assigns, transfers, and conveys to Purchaser all of Seller’s right, title, and
interest in and to the Abandoned Assets.  On or before Closing, Seller
will execute and deliver to Purchaser the Assignment of Certain Rights in the
form set forth in Exhibit C
(as may be updated based on Purchaser’s review pursuant to
paragraph 3.1).
  4.4  License Back to Seller under
Patents.
  (a)  Seller
License.  Upon the Closing, Purchaser hereby grants to Seller
and its Subsidiaries, under the Patents, and for the lives thereof, a
royalty-free, irrevocable, non-exclusive, non-sublicensable, right and license
(“Seller
License”) to practice the methods and to make, have made, use,
distribute, lease, sell, offer for sale, import, export, develop and otherwise
dispose of and exploit any Seller product or service covered by the Patents
(“Covered
Products”).  The Seller License shall apply to the reproduction
and subsequent distribution of Covered Products, in substantially the form as
they are distributed by the Seller, by authorized agents of the Seller such as a
distributor, replicator, VAR or OEM (“Authorized
Agents”).  The [***] and [***] shall [***] to and [***] the
Authorized Agents and [***] of [***] to [***] with other [***] (“[***]”) to the
[***] provided by [***] under the [***] license or [***], and will apply only to
the extent that the [***] would not have [***] the [***] but for the [***] of
the [***] in such [***].  The [***] and [***] shall permit Seller and
its Subsidiaries to have made [***] or [***] for its products by third parties,
subject to the [***] in subparagraph [***] below.  Purchaser
agrees that it will not [***] any party for [***] by the
[***].  Purchaser agrees it [***] no [***] to and will not [***]
Seller, its Authorized Agents or its end users under the Patents for the [***]
or [***] of [***][***] to the [***] to the
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
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 6
   [***]
that such [***] or [***] of [***] would have been covered by the [***] [***] had
it [***] after the [***].  The [***] License, as to any [***] of
[***], will [***] as to such Subsidiary if and when such [***] to meet the [***]
of being a [***] of [***].
  (b)  No Foundry
Activities.  The Seller acknowledges and agrees that the Seller
License is [***] to cover [***] or [***] activities that the Seller may
undertake on behalf of any person that is not the Seller.  As a
result, [***] shall [***] any [***] or [***][***] by the Seller on behalf of any
[***] that is not the Seller (i) from [***] received in substantially
completed form from a source other than the Seller and (ii) for resale to
such person that is not the Seller (or to customers of, or as directed by, such
person that is not the Seller) on essentially an [***].  The Seller
License is [***] except as set forth below in [***].
  (c)  Limitation on
Transferability of Seller License.  The Seller License may be
transferred to a transferee that is either (i) the purchaser of all or
substantially all of the operating assets (other than cash) of Seller, or
(ii) the successor of Seller in connection with a merger or other
transaction involving the sale of all, or substantially all, of the outstanding
capital stock of Seller (each of (i) and (ii) a “Permitted
Transferee”).  In the event of such a transfer (a “First
Transfer”), the Covered Products will be [***] to the [***] that had been
[***] or were [***][***], or other reasonable evidence) by Seller prior to the
effective date of such Transfer, and [***] Covered Products, and the Covered
Products will not include, and in no event will the Seller License extend to,
any other products, processes or services of (x) a Permitted Transferee, (y) any
affiliate of such purchaser or successor, or (z) any other person.
  In
addition, the Permitted Transferee may transfer the Seller License to a
transferee that is either (i) the purchaser of all or substantially all of
the operating assets (other than cash) of Permitted Transferee, or (ii) the
successor of Permitted Transferee in connection with a merger or other
transaction involving the sale of all, or substantially all, of the outstanding
capital stock of Permitted Transferee (each of (i) and (ii) a “Second Permitted
Transferee”).  In the event of such a transfer (a “Second
Transfer”), the Covered Products will be limited to the products that had
been commercially released or were under development (as demonstrated by written
documents, prototypes, or other reasonable evidence) under the Seller License by
Permitted Transferee prior to the effective date of such Second Transfer, and
the Covered Products will not include, and in no event will the Seller License
extend to, any other products, processes or services of (x) a Second
Permitted Transferee, (y) any affiliate of such purchaser or successor, or
(z) any other person.  The Second Permitted Transferee may not
transfer the Seller License (by operation of law or otherwise).
  (d)  Seller
(or Permitted Transferee or Second Permitted Transferee, as applicable) shall,
within thirty (30) days after a First Transfer or Second Transfer (each a “Transfer”),
provide Purchaser with written notice of such Transfer, which notice will
contain: (i) the effective date of the Transfer, (j) a description of
the transaction through which the Transfer occurred, and (k) detailed
information
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
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 7
   regarding
the respective products, processes and services of Seller, the Permitted
Transferee (or Second Permitted Transferee, as applicable), and the purchasing
entity (if applicable), as of the effective date of the Transfer, and the Seller
License will immediately and automatically be suspended in the event that Seller
fails to provide such notice as and when set forth above, and shall remain
suspended until Seller provides such notice as and when set forth
above.  Any attempted transfer (by operation of law or otherwise) that
is not in strict conformance with this paragraph 4.4 will be
void.
  (e)  Purchaser
agrees that any assignment, sale, or other transfer of any or all of the
Assigned Patent Rights to a third party will be made subject to the rights
granted to Seller under this paragraph 4.4.  Any attempted
transfer (by operation of law or otherwise) that is not accordance with this
paragraph 4.4(e) will be void.
  4.5  [***].
  (a)  [***]
[***].  Prior to the [***], Seller will have the [***] to [***] to a
[***] a [***] to the Patents that is (i) limited to (A) the [***] and
[***] of [***], if the Licensee is [***], or (B) the [***][***] and [***]
offered by [***] as of immediately prior to [***] under the [***][***] and [***]
(and such other products and [***] as may be pre-approved in writing by
Purchaser), if the Licensee is not [***]; (ii) non-exclusive;
(iii) non-sublicensable; (iv) non-transferable, except as may
otherwise be preapproved in writing by Purchaser; and (v) if such [***]
covers any [***], the [***] will be strictly limited to such [***] use of the
[***] and [***] of Licensee (“[***] License”).
  (b)  [***]on[***] License.  Purchaser
shall have the [***] to [***] in writing the [***] of the [***][***] prior to
[***] by Seller and Licensee, provided that Purchaser shall have [***] of [***]
to the [***] of the [***] for the [***] License.  Except for the [***]
License and except to the extent that Seller is [***] to [***][***] under the
[***] License Agreement and [***] License Agreement set forth in [***], after
the Effective Date, Seller [***] to any person or entity any [***] or [***]
under or to any of the Patents [***].  After the License Termination
Date, Seller will [***] to any [***] or [***] any [***] or [***][***] or to
[***] of the [***] except to the [***] that Seller is [***] to do so under the
[***] License Agreement and [***] License Agreement set forth in
[***].  Any [***] granted [***] to Seller’s [***] under the [***]
License Agreement and [***] License will be [***] and no [***] than the [***] to
[***] and [***].  Furthermore, prior to the [***] of any such [***]
Seller will provide [***] to [***] of its [***] as well as the [***] of the
[***].
  4.6  Limitations and
Exclusions.  Notwithstanding anything to the contrary in this
Agreement or its Exhibits, the assignments set forth in this Section 4 and
in the Executed Assignments (a) shall explicitly exclude the Excluded
Assets and (b) shall be subject to (i) the preexisting licenses and
other rights granted under the agreements set forth on Exhibit G,
which agreements, including, without limitation, the right to collect all
royalties and other payments that are payable under such agreements, are being
retained by Seller and (ii) the licenses and other rights granted to Seller
under paragraphs 4.4 and 4.5.  In the
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
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 8
   event
that any provision of this Section 4 conflicts with any provision of the
Executed Assignments, the provision in this Section 4 shall
govern.
  5.  Additional
Obligations
  5.1  Further
Cooperation.
  (a)  At the
reasonable request of Purchaser, Seller will execute and deliver such other
instruments and do and perform such other acts and things as may be necessary or
desirable for effecting completely the consummation of the transactions
contemplated hereby, including, without limitation, execution, acknowledgment,
and recordation of other such papers, and using commercially reasonable efforts
to obtain the same from the respective inventors, as necessary or desirable for
fully perfecting and conveying unto Purchaser the benefit of the transactions
contemplated hereby.  In particular, Seller will ensure that any
security interest that any third party may have had in any of the Assigned
Patent Rights has been fully released in a form preapproved in writing by
Purchaser prior to Closing.
  (b)  To the
extent any attorney-client privilege or the attorney work-product doctrine
applies to any portion of the Prosecution History Files that are retained after
Closing under Seller’s or Seller’s representatives’ normal document retention
policy, Seller will ensure that, if any such portion of the Prosecution History
File remains under Seller’s possession or control after Closing, it is not
disclosed to any third party unless (a) disclosure is ordered by a court of
competent jurisdiction, after all appropriate appeals to prevent disclosure have
been exhausted, and (b) Seller gave Purchaser prompt notice upon learning
that any third party sought or intended to seek a court order requiring the
disclosure of any such portion of the Prosecution History
File.  Seller is under no obligation to retain Prosecution History
Files after Closing; provided, however, that Seller shall deliver all such
Prosecution History Files to Purchaser, including, without limitation, those
materials, if any, which Seller locates after the Closing.  In
addition, Seller will continue to prosecute, maintain, and defend the Patents at
its sole expense until the Closing.
  (c)  Seller
will also, at the reasonable request of Purchaser after Closing, assist
Purchaser in providing, and obtaining, from the respective inventors, prompt
production of pertinent facts and documents, otherwise giving of testimony,
execution of petitions, oaths, powers of attorney, specifications, declarations
or other papers and other assistance reasonably necessary for filing patent
applications, enforcement or other actions and proceedings with respect to
claims under the Patents.  Purchaser shall compensate Seller for any
reasonable, documented disbursements and time incurred after Closing in
connection with providing assistance under this subparagraph 5.1(c) under a
standard billable hour rate of Seller; provided that Seller shall have furnished
Purchaser an advance, written estimate of the fees and costs for such assistance
and Purchaser shall have agreed in writing to pay such fees and
costs.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 9
   Payment of
Fees.  Seller will pay any maintenance fees, annuities, and the
like due or payable on the Patents until the Closing.  For the
avoidance of doubt, Seller shall pay any maintenance fees for which the fee is
payable (e.g., the fee payment window opens) on or prior to the Closing even if
the surcharge date or final deadline for payment of such fee would be after the
Closing.  Subject to the preceding sentence, Purchaser is responsible
for all prosecution costs, filing fees, recording fees maintenance fees, renewal
fees and all other fees and costs, including attorney fees, incurred in
connection with the Patents and the Abandoned Assets after the
Closing.  Seller hereby gives Purchaser power-of-attorney to
(a) execute documents in the name of Seller in order to effectuate the
recordation of the transfers of any portion of the Patents in any governmental
filing office in the world and (b) instruct legal counsel to take steps to
pay maintenance fees and annuities that Seller declines to pay and to make
filings on behalf of Seller prior to Closing and otherwise preserve the assets
through Closing.
  5.2  Foreign
Assignments.  To the extent the Patents include non-United
States patents and patent applications, Seller will deliver to Purchaser’s
representatives executed documents in a form as may be required in the non-U.S
jurisdiction in order to perfect the assignment to Purchaser of the non-U.S.
patents and patent applications.
  5.3  No Consent to Transfer of
Existing Licenses.  To the extent that any of the nonexclusive
licenses, settlements, or other agreements listed on Exhibit G
is assignable or otherwise transferable with the consent of Seller, Seller will
not consent to any such assignment or transfer unless Purchaser has given prior
written approval of such consent.
  6.  Representations
and Warranties of Seller
  Seller
hereby represents and warrants to Purchaser as follows that, as of the Effective
Date and as of the Closing:
  6.1  Authority.  Seller
is a company duly formed, validly existing, and in good standing under the laws
of the jurisdiction of its formation.  Seller has the full power and
authority and has obtained all third party consents, approvals, and/or other
authorizations required to enter into this Agreement and to carry out its
obligations hereunder, including, without limitation, the assignment of the
Assigned Patent Rights to Purchaser.
  6.2  Title and
Contest.  Seller owns all right, title, and interest to the
Assigned Patent Rights, including, without limitation, all right, title, and
interest to sue for infringement of the Patents.  Seller has obtained
and properly recorded previously executed assignments for the Patents as
necessary to fully perfect its rights and title therein in accordance with
governing law and regulations in each respective jurisdiction.  Except
as set forth in paragraphs 4.4 and 4.5 above and except for the nonexclusive
licenses, settlement and other agreements listed on Exhibit G,
the Assigned Patent Rights are free and clear of all liens, claims, mortgages,
security interests or other encumbrances, and
restrictions.  Notwithstanding the preceding sentence, as of the
Closing, the Assigned Patent Rights are free and clear of all liens, claims,
mortgages, and security interests, including, without limitation, any that may
be identified on Exhibit G
or Exhibit I.  Except
as set forth on Exhibit I,
and to the best of Seller’s knowledge, formed after reasonable due diligence
and
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 10
   investigation,
there are no actions, suits, investigations, claims, or proceedings pending, in
progress, or threatened in a written document, relating in any way to the
Assigned Patent Rights.  Except as set forth in paragraphs 4.4 and 4.5
above, or on Exhibit G
or Exhibit I,
there are no existing contracts, agreements, options, commitments, proposals,
bids, offers, or rights with, to, or in any person to acquire any of the
Assigned Patent Rights.
  6.3  Existing Licenses and
Obligations.  There is no obligation imposed by a
standards-setting organization to license any of the Patents on particular terms
or conditions.  Except as set forth in paragraphs 4.4 and 4.5 above
and except for the nonexclusive licenses, settlements, and other agreements
listed on Exhibit G,
no licenses under the Patents, or interest or rights in any of the Assigned
Patent Rights have been granted or retained.  None of the licenses or
rights in the licenses listed on Exhibit G
is an exclusive grant or right and, except as expressly noted on Exhibit G,
each such license is nontransferable and nonsublicensable.
  6.4  Restrictions on
Rights.  Except as set forth on Exhibit G,
and to the best of Seller’s knowledge, formed after reasonable due diligence and
investigation, Purchaser will not be subject to any covenant not to sue or
similar restrictions on its enforcement or enjoyment of the Assigned Patent
Rights or the Abandoned Assets as a result of any prior transaction related to
the Assigned Patent Rights or the Abandoned Assets.
  6.5  Validity and
Enforceability.
  (a)  Except
for actions taken by a respective patent office or patent authority, none of the
Patents or the Abandoned Assets has ever been found invalid, unpatentable, or
unenforceable for any reason in any administrative, arbitration, judicial, or
other proceeding.
  (b)  Except as
set forth on Exhibit I,
and to the best of Seller’s knowledge, formed after reasonable due diligence and
investigation, Seller does not know of and has not received any notice or
information of any kind from any source suggesting the invalidity,
unpatentability, or unenforceability of any claimed subject matter within the
Patents or Abandoned Assets that has ultimately been allowed, granted, or
otherwise deemed patentable by a respective patent authority or patent office,
with the exception of rejections, objections, or other deficiencies identified
by such patent authority or patent office.
  (c)  Except as
set forth on Exhibit I,
and to the best of Seller’s knowledge, formed after reasonable due diligence and
investigation, Seller does not know of and has not received any notice or
information of any kind from any source suggesting the invalidity,
unpatentability, or unenforceability of claims contained within any of the
patent applications within the Patents that have not yet been subject to
substantive examination by a respective patent office or patent authority, with
the exception of rejections, objections, or other deficiencies identified by a
respective patent authority or patent office.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 11
   If any of
the Patents is terminally disclaimed to another patent or patent application,
all patents and patent applications subject to such terminal disclaimer are
included in this transaction.  To the extent “small entity” fees at
the time of such payment were paid to the United States Patent and Trademark
Office for any Patent, such reduced fees were then appropriate because the payor
qualified to pay “small entity” fees and specifically had not licensed rights in
the Patent to an entity that was not a “small entity.”
  6.6  Conduct.  To
the best of Seller’s knowledge, formed after reasonable due diligence and
investigation, none of Seller, any prior owner or their respective agents or
representatives have engaged in any conduct, or omitted to perform any necessary
act, the result of which would invalidate any of the Patents or hinder their
enforcement, including, without limitation, misrepresenting the Patents to a
standard-setting organization.
  6.7  Enforcement.  Except
as set forth on Exhibit I,
and to the best of Seller’s knowledge, formed after reasonable due diligence and
investigation, (a) Seller has not put a third party on notice of actual or
potential infringement of any of the Patents or the Abandoned Assets;
(b) Seller has not invited any third party to enter into a license under
any of the Patents or the Abandoned Assets; and (c) Seller has not
initiated any enforcement action with respect to any of the Patents or the
Abandoned Assets.
  6.8  Patent Office
Proceedings.  Except as set forth on Exhibit I,
and to the best of Seller’s knowledge, formed after reasonable due diligence and
investigation, none of the Patents or the Abandoned Assets has been or is
currently involved in any reexamination, reissue, interference proceeding, or
any similar proceeding in foreign countries, and no such proceedings are pending
or threatened.
  6.9  Fees.  All
maintenance fees, annuities, and the like due or payable on the Patents have
been timely paid.  For the avoidance of doubt, such timely payment
includes payment of any maintenance fees for which the fee is payable (e.g., the
fee payment window opens) even if the surcharge date or final deadline for
payment of such fee would be in the future.
  6.10  Abandoned
Assets.  According to each applicable patent office, each of
the Abandoned Assets has expired, lapsed, or been abandoned or deemed
withdrawn.
  7.  Representations
and Warranties of Purchaser
  Purchaser
hereby represents and warrants to Seller as follows that, as of the Effective
Date and as of the Closing:
  7.1  Purchaser
is a limited liability company duly formed, validly existing, and in good
standing under the laws of the jurisdiction of its formation.
  7.2  Purchaser
has all requisite power and authority to (i) enter into, execute, and
deliver this Agreement and (ii) perform fully its obligations
hereunder.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 12
   Purchaser
takes the Patents subject to the pre-existing licenses, settlement agreements
and other agreements set forth in Exhibit G
and any license granted by Seller to Licensee in accordance with
paragraph 4.5.
  8.  Miscellaneous
  8.1  Limitation of
Liability.  EXCEPT IN THE EVENT OF ANY MATERIAL BREACH OF ANY
OF THE PRIMARY WARRANTIES BY SELLER OR SELLER’S INTENTIONAL MISREPRESENTATION,
SELLER’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE PRICE
SET FORTH IN PARAGRAPH 3.4(A AND B) OF THIS
AGREEMENT.  PURCHASER’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT
EXCEED THE PURCHASE PRICE SET FORTH IN PARAGRAPH 3.4(A AND B) OF THIS
AGREEMENT.  THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON POTENTIAL
LIABILITIES SET FORTH IN THIS PARAGRAPH 8.1 WERE AN ESSENTIAL ELEMENT IN
SETTING CONSIDERATION UNDER THIS AGREEMENT. SELLOR’S LIABILITY UNDER THIS
AGREEMENT FOR ANY BREACH OF SECTION 6 SHALL TERMINATE ON THE DATE THAT ALL OF
THE PATENTS (AS DEFINED IN SECTION 2 ABOVE) HAVE EXPIRED, PLUS SIX
YEARS.
  8.2  Limitation on Consequential
Damages.  EXCEPT IN THE EVENT OF SELLER’S INTENTIONAL
MISREPRESENTATION, NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER
IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), AND
NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED),
REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY, FOR ANY INCIDENTAL,
INDIRECT OR CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES
OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE
RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE PARTIES ACKNOWLEDGE
THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING
CONSIDERATION UNDER THIS AGREEMENT.
  8.3  Compliance With
Laws.  Notwithstanding anything contained in this Agreement to
the contrary, the obligations of the parties with respect to the consummation of
the transactions contemplated by this Agreement shall be subject to all laws,
present and future, of any government having jurisdiction over the parties and
this transaction, and to orders, regulations, directions or requests of any such
government.
  8.4  Confidentiality of
Terms.  The parties hereto will keep the terms and existence of
this Agreement and the identities of the parties hereto and their affiliates
confidential and will not now or hereafter divulge any of this information to
any third party except (a) with the prior written consent of the other
party; (b) as otherwise may be required by law or legal process;
(c) during the course of litigation, so long as the disclosure of such
terms and conditions is restricted in the same manner as is the confidential
information of other litigating parties; (d) in confidence to its legal
counsel, accountants, banks, and financing sources and their advisors solely in
connection with complying with or administering its obligations with respect to
this Agreement or in confidence (subject to a written confidentiality agreement
prior to such disclosure at least as protective as the terms of this
paragraph 8.4) in connection with the sale of assets, merger, acquisition
or re-organization
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 13
   of Seller
or Purchaser; (e) by Purchaser, to potential purchasers or licensees of the
Assigned Patent Rights or the Abandoned Assets; (f) in order to perfect
Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with
any governmental patent office (including, without limitation, recording the
Executed Assignments in any governmental patent office); (g) to enforce
Purchaser’s right, title, and interest in and to the Assigned Patent Rights or
the Abandoned Assets; or (h) as explicitly permitted pursuant to
paragraph 8.13 below; provided that, in (b) and (c) above, (i) to the
extent permitted by law, the disclosing party will use all legitimate and legal
means available to minimize the disclosure to third parties, including, without
limitation, seeking a confidential treatment request or protective order
whenever appropriate or available; and (ii) the disclosing party will
provide the other party with at least ten (10) days’ prior written notice of
such disclosure.  Without limiting the foregoing, Seller and Purchaser
will cause their agents involved in this transaction to abide by the terms of
this paragraph, including, without limitation, ensuring that such agents do not
disclose or otherwise publicize the existence of this transaction with actual or
potential clients in marketing materials, or industry conferences.
  8.5  Governing Law;
Venue/Jurisdiction.  This Agreement will be interpreted,
construed, and enforced in all respects in accordance with the laws of the State
of Delaware, without reference to its choice of law principles to the
contrary.  Seller and Purchaser will not commence or prosecute any
action, suit, proceeding or claim arising under or by reason of this Agreement
other than in the state or federal courts located in Delaware.  Seller
and Purchase irrevocably consent to the jurisdiction and venue of the courts
identified in the preceding sentence in connection with any action, suit,
proceeding, or claim arising under or by reason of this Agreement.
  8.6  Notices.  All
notices given hereunder will be given in writing (in English or with an English
translation), will refer to Purchaser and to this Agreement and will be
delivered to the address set forth below by (i) personal delivery,
(ii) delivery postage prepaid by an internationally-recognized express
courier service having electronic tracking capability:
 
 If to Purchaser
              If to SellerIntellectual
      Ventures Fund 61 LLC
                7251
      W Lake Mead Blvd
                Suite
      300
                Las
      Vegas, NV 89128
                
                Attn:
      Managing Director
              Avistar
      Communications Corporation
                1875
      South Grant St.
                10th
      Floor
                San
      Mateo, CA 94402
                
                Attn:
      Chief Financial Officer
  Notices
are deemed given on (a) the date of receipt if delivered personally or by
express courier or (b) if delivery is refused, the date of
refusal.  Either party may from time to time change its address for
notices under this Agreement by giving the other party written notice of such
change in accordance with this paragraph.
  8.7  Relationship of
Parties.  The parties hereto are independent
contractors.  Nothing in this Agreement will be construed to create a
partnership, joint venture, franchise, fiduciary,
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 14
   employment
or agency relationship between the parties.  Neither party has any
express or implied authority to assume or create any obligations on behalf of
the other or to bind the other to any contract, agreement or undertaking with
any third party.
  8.8  Equitable
Relief.  Each party acknowledges and agrees that damages alone
would be insufficient to compensate it for a breach by the other party of this
Agreement and that irreparable harm would result from a material breach of this
Agreement.  Each party hereby consents to the entering of an order for
injunctive relief to prevent a breach or further breach, and the entering of an
order for specific performance to compel performance of any obligations under
this Agreement.
  8.9  Severability.  If
any provision of this Agreement is found to be invalid or unenforceable, then
the remainder of this Agreement will have full force and effect, and the invalid
provision will be modified, or partially enforced, to the maximum extent
permitted to effectuate the original objective.
  8.10  Waiver.  Failure
by either party to enforce any term of this Agreement will not be deemed a
waiver of future enforcement of that or any other term in this Agreement or any
other agreement that may be in place between the parties.
  8.11  Miscellaneous.  This
Agreement, including its exhibits, constitutes the entire agreement between the
parties with respect to the subject matter hereof and merges and supersedes all
prior and contemporaneous agreements, understandings, negotiations, and
discussions.  Neither of the parties will be bound by any conditions,
definitions, warranties, understandings, or representations with respect to the
subject matter hereof other than as expressly provided herein.  The
section headings contained in this Agreement are for reference purposes only and
will not affect in any way the meaning or interpretation of this
Agreement.  Except as explicitly provided herein, this Agreement is
not intended to confer any right or benefit on any third party (including, but
not limited to, any employee or beneficiary of any party), and no action may be
commenced or prosecuted against a party by any third party claiming as a
third-party beneficiary of this Agreement or any of the transactions
contemplated by this Agreement.  No oral explanation or oral
information by either party hereto will alter the meaning or interpretation of
this Agreement.  No amendments or modifications will be effective
unless in a writing signed by authorized representatives of both
parties.  The terms and conditions of this Agreement will prevail
notwithstanding any different, conflicting or additional terms and conditions
that may appear on any letter, email or other communication or other writing not
expressly incorporated into this Agreement.  The following exhibits
are attached hereto and incorporated herein:  Exhibit A
(entitled “Patents to be Assigned”); Exhibit B
(entitled “Assignment of Patent Rights”); Exhibit C
(entitled “Assignment of Rights in Certain Assets”); Exhibit D
(entitled “List of Initial Deliverables”); Exhibit E
(entitled “Common Interest Agreement”); Exhibit F
(entitled “Press Release”); Exhibit G
(entitled “Pre-Existing Licenses”); Exhibit H
(entitled “Excluded Assets”); and Exhibit I
(entitled “Exceptions to Section 6”).  Exhibits G
and I may be
amended after the Effective Date and prior to Closing, in accordance with the
procedure set forth in this paragraph 8.11, to include items uncovered
after the Effective Date.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 15
   Counterparts; Electronic
Signature; Delivery Mechanics.  This Agreement may be executed
in counterparts, each of which will be deemed an original, and all of which
together constitute one and the same instrument.  Each party will
execute and promptly deliver to the other parties a copy of this Agreement
bearing the original signature.  Prior to such delivery, in order to
expedite the process of entering into this Agreement, the parties acknowledge
that a Transmitted Copy of this Agreement will be deemed an original
document.  “Transmitted
Copy” means a copy bearing a signature of a party that is reproduced or
transmitted via email of a .pdf file, photocopy, facsimile, or other process of
complete and accurate reproduction and transmission.
  8.12  Publicity and SEC
Reporting.  Seller may make one public announcement fifteen
(15) days after the Effective Date, and one public announcement with the
Closing, which announcements will be substantially of the form set forth in
Exhibit F.  Seller
shall submit any such proposed announcement to Purchaser at least five (5)
business days prior to its making such an announcement for Purchaser’s review
and approval, which approval shall not be unreasonably withheld by Purchaser so
long as such proposed announcement substantially conforms to Exhibit F.  After
the Effective Date, Seller shall have the right to file the statement set forth
on Exhibit F
with Seller’s 8K filing with the Securities Exchange Commission (“SEC”).  If
applicable securities laws or SEC regulations require Seller to file or disclose
any information, agreement, document, exhibit or schedule related to this
Agreement, then Seller will in connection with a disclosure to or filing with
the SEC:  (a) promptly notify Purchaser of such requirement;
(b) prepare a draft confidential treatment request or similar document
(“CTR”) for
filing with the SEC relating to the relevant document or portion thereof and
submit such CTR to Purchaser at least four (4) business days prior to the filing
of the CTR with the SEC for Purchaser’s comments, which comments will be
considered by Seller in good faith, subject to applicable securities laws and
SEC regulations; (c) submit such CTR to the SEC; (d) in the event that
such CTR is denied by the SEC, inform the Purchaser of such denial and consult
with the Purchaser in good faith, subject to applicable securities laws and SEC
regulations, in preparing Seller’s response to such denial, including but not
limited to submitting such response to Purchaser at least four (4) business days
prior to the filing of the response with the SEC for Purchaser’s comments, which
comments will be considered by Seller in good faith, subject to applicable
securities laws and SEC regulations, and (e) following Seller’s compliance
with the foregoing subsections (a) through (d), file with the SEC only
those portions of Agreement (or its related documents, exhibits or schedules, as
applicable) that are required by the SEC to be so filed or
disclosed.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 16
  
  In
witness whereof, intending to be legally bound, the parties have executed this
Patent Purchase Agreement as of the Effective Date.
  SELLER:
                    
                    AVISTAR
      COMMUNICATIONS CORPORATION
                  
                  
                  PURCHASER:
                    
                    INTELLECTUAL
      VENTURES FUND 61 LLC/s/
      Elias MrrayMetzger
                  
                  
                  /s/
      Joe KosiaraName: 
      Elias MurrayMetzger
                  
                  
                  Name: 
      Joe KosiaraTitle: 
      Chief Financial Officer
                  
                  
                  Title: 
      Authorized Person
  
  (1)
  Effective
Date:  December 18, 2009
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
  Exhibit
A
  (2)           PATENTS
TO BE ASSIGNED
    Patent or Application No.
              Country
              Filing Date
              Title of Patent and First Named
      Inventor5689641
              US
              10/01/1993
              Multimedia
      collaboration system arrangement for routing compressed AV signal through
      a participant site without decompressing the AV signal
                
                Ludwig,
      Lester F.5867654
              US
              6/7/1996
              Two
      monitor videoconferencing hardware
                
                Ludwig,
      Lester F.5978835
              US
              6/7/1996
              Multimedia
      mail, conference recording and documents in video
conferencing
                
                Ludwig,
      Lester F.5896500
              US
              6/7/1996
              System
      for call request which results in first and second call handle defining
      call state consisting of active or hold for its respective AV
      device
                
                Ludwig,
      Lester F.5884039
              US
              6/7/1996
              System
      for providing a directory of AV devices and capabilities and call
      processing such that each participant participates to the extent of
      capabilities available
                
                Ludwig,
      Lester F.5617539
              US
              6/7/1996
              Multimedia
      collaboration system with separate data network and A/V network controlled
      by information transmitting on the data network
                
                Ludwig,
      Lester F.
    [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 1
  5802294
                US
                6/7/1996
                Teleconferencing
      system in which first location video mosaic generator sends combined local
      participants images to second location video mosaic generator for
      displaying combined images
                  
                  Ludwig,
      Lester F.5758079
                US
                6/7/1996
                Call
      control in video conferencing allowing acceptance and identification of
      participants in a new incoming call during an active
      teleconference
                  
                  Ludwig,
      Lester F.5854893
                US
                6/10/1996
                System
      for teleconferencing in which collaboration types and participants by
      names or icons are selected by a participant of the
      teleconference
                  
                  Ludwig,
      Lester F.5915091
                US
                6/11/1996
                Synchronization
      in video conferencing
                  
                  Ludwig,
      Lester F.6351762
                US
                6/7/1996
                Method
      and system for log-in-based video and multimedia calls
                  
                  Ludwig,
      Lester F.6583806
                US
                4/7/1997
                Videoconferencing
      hardware
                  
                  Ludwig,
      Lester F.6343314
                US
                4/28/1997
                Remote
      participant hold and disconnect during videoconferencing
                  
                  Ludwig,
      Lester F.6237025
                US
                12/19/1997
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
   2
  6212547
                US
                5/5/1998
                UTP
      based video and data conferencing
                  
                  Ludwig,
      Lester F.6898620
                US
                5/5/1998
                Multiplexing
      video and control signals onto UTP
                  
                  Ludwig,
      Lester F.6437818
                US
                5/5/1998
                Video
      conferencing on existing UTP infrastructure
                  
                  Ludwig,
      Lester F.6426769
                US
                5/5/1998
                High-quality
      switched analog video communications over unshielded twisted
      pair
                  
                  Ludwig,
      Lester F.09/565677
                US
                5/4/2000
                Scalable
      Networked Multimedia System And Applications
                  
                  Ludwig,
      Lester F.7185054
                US
                11/1/2000
                Participant
      display and selection in video conference calls
                  
                  Ludwig,
      Lester F.6594688
                US
                06/11/2001
                Dedicated
      echo canceler for a workstation
                  
                  Ludwig,
      Lester F.7054904
                US
                4/9/2002
                Marking
      and searching capabilities in multimedia documents within multimedia
      collaboration networks
                  
                  Ludwig,
      Lester F.6789105
                US
                4/9/2002
                Multiple-editor
      authoring of multimedia documents including real-time video and
      time-insensitive media
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
   3
  6959322
                US
                3/4/2003
                UTP
      based video conferencing
                  
                  Ludwig,
      Lester F.10/382554
                US
                3/4/2003
                Teleconferencing
      employing multiplexing of video and data conferencing signals
                  
                  J.
      Chris Lauwers7206809
                US
                11/26/2003
                Method
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.7152093
                US
                11/26/2003
                System
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.7421470
                US
                11/26/2003
                Method
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.7433921
                US
                11/26/2003
                System
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.11/264926
                US
                11/1/2005
                Audio
      communications using devices with different capabilities
                  
                  Lester
      F. Ludwig11/264936
                US
                11/1/2005
                Log-in
      based communications plus two data types
                  
                  Lester
      F. Ludwig11/265059
                US
                11/1/2005
                Using
      login-based addressing to communicate with listed users
                  
                  Lester
      F. Ludwig
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
   4
  11/265256
                US
                11/1/2005
                Registration
      based addressing over multiple networks with digital audio
      communication
                  
                  Lester
      F. Ludwig11/265394
                US
                11/1/2005
                Registration
      based addressing and call handles to establish communication
                  
                  Lester
      F. Ludwig7487210
                US
                1/12/2007
                Method
      for managing real-time communications
                  
                  Ludwig,
      Lester F.7412482
                US
                1/12/2007
                System
      for managing real-time communications
                  
                  Ludwig,
      Lester F.7437411
                US
                1/15/2007
                Communication
      of a selected type over a wide area network
                  
                  Ludwig,
      Lester F.7398296
                US
                1/16/2007
                Networked
      audio communication over two networks
                  
                  Ludwig,
      Lester F.7444373
                US
                1/16/2007
                Wireless
      real-time communication
                  
                  Ludwig,
      Lester F.7441001
                US
                1/18/2007
                Real-time
      wide-area communications between ports
                  
                  Ludwig,
      Lester F.7437412
                US
                1/19/2007
                Real-time
      communication of a selected type
                  
                  Ludwig,
      Lester F.11/668625
                US
                1/30/2007
                Storing
      and accessing media files
                  
                  J.
      Chris Lauwers
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 5
    11/669003
                US
                1/30/2007
                Storage
      and playback of media files
                  
                  J.
      Chris Lauwers11/737723
                US
                4/19/2007
                Storing
      and accessing media files
                  
                  Lester
      F. Ludwig90/009008
                US
                02/25/2008
                UTP
      based video and data conferencing
                  
                  Ludwig,
      Lester F.90/009015
                US
                02/29/2008
                Video
      conferencing on existing UTP infrastructure
                  
                  Ludwig,
      Lester F.90/009016
                US
                02/29/2008
                System
      for providing a directory of AV devices and capabilities and call
      processing such that each participant participates to the extent of
      capabilities available
                  
                  Ludwig,
      Lester F.90/009020
                US
                05/20/2008
                Multimedia
      collaboration system with separate data network and a/v network controlled
      by information transmitting on the data network
                  
                  Ludwig,
      Lester F.90/009021
                US
                02/29/2008
                System
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.90/009031
                US
                03/05/2008
                Remote
      participant hold and disconnect during videoconferencing
                  
                  Ludwig,
      Lester F.CA2173204
                CA
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
   6
  CA2173209
                CA
                10/03/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.CA2204442
                CA
                03/16/1994
                Multimedia
      collaboration system with separate data network and AV network controlled
      by information transmitting on the data network
                  
                  Ludwig,
      Lester F.CA2296181
                CA
                10/03/1994
                System
      for providing a directory of AV devices and capabilities and call
      processing such that each participant participates to the extent of
      capabilities available
                  
                  Ludwig,
      Lester F.CA2296182
                CA
                10/03/1994
                Call
      control in video conferencing allowing acceptance and identification of
      participants in a new incoming call during an active
      teleconference
                  
                  Ludwig,
      Lester F.CA2296185
                CA
                10/03/1994
                System
      for call request which results in first and second call handle defining
      call state consisting of active or hold for its respective AV
      device
                  
                  Ludwig,
      Lester F.CA2296187
                CA
                10/03/1994
                Synchronization
      in video conferencing
                  
                  Ludwig,
      Lester F.CA2296189
                CA
                10/03/1994
                System
      for teleconferencing in which collaboration types and participants by
      names or icons are selected by a participant of the
      teleconference
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
   7
  CA2297940
                CA
                03/16/1994
                Two
      monitor videoconferencing hardware
                  
                  Ludwig,
      Lester F.CH690154
                CH
                09/28/1994
                System
      for holding teleconferences
                  
                  Ludwig,
      Lester F.DE69426456.3
                DE
                10/03/1994
                Videoconference
      signal switching without decompression
                  
                  Ludwig,
      Lester F.DE69428725.3
                DE
                03/16/1994
                Multimedia
      teleconferencing system
                  
                  Ludwig,
      Lester F.DE69429684.8
                DE
                10/03/1994
                Synchronization
      in a multimedia system
                  
                  Ludwig,
      Lester F.DE69430272.4
                DE
                10/03/1994
                Participant
      location in multimedia collaboration system
                  
                  Ludwig,
      Lester F.DE69431525.7
                DE
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.DE69431536.2
                DE
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.DE69432803.0
                DE
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.DE69433042.6
                DE
                10/03/1994
                Multimedia
      mail in teleconferencing system
                  
                  Ludwig,
      Lester F.DE69434762.0
                DE
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
   8
  DE69435132.6
                DE
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.FR1307038
                FR
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.FR1705913
                FR
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.FR0721725
                FR
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.FR0721726
                FR
                10/03/1994
                Videoconference
      signal switching without decompression
                  
                  Ludwig,
      Lester F.FR0899952
                FR
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.FR0899953
                FR
                10/03/1994
                Participant
      location in multimedia collaboration system
                  
                  Ludwig,
      Lester F.FR0899954
                FR
                10/03/1994
                Multimedia
      mail in teleconferencing system
                  
                  Ludwig,
      Lester F.FR0898424
                FR
                03/16/1994
                Multimedia
      teleconferencing system
                  
                  Ludwig,
      Lester F.FR0912055
                FR
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
   9
  FR0912056
                FR
                10/03/1994
                Synchronization
      in a multimedia system
                  
                  Ludwig,
      Lester F.GB1307038
                GB
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.GB1705913
                GB
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.GB2282506
                GB
                05/27/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.GB0721725
                GB
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.GB0721726
                GB
                10/03/1994
                Videoconference
      signal switching without decompression
                  
                  Ludwig,
      Lester F.GB2319135
                GB
                05/27/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.GB2319136
                GB
                05/27/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.GB2319137
                GB
                05/27/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.GB2319138
                GB
                05/27/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.GB0899952
                GB
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.
   [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 10
 GB0899953
                  GB
                  10/03/1994
                  Participant
      location in multimedia collaboration system
                    
                    Ludwig,
      Lester F.GB0899954
                  GB
                  10/03/1994
                  Multimedia
      mail in teleconferencing system
                    
                    Ludwig,
      Lester F.GB0898424
                  GB
                  03/16/1994
                  Multimedia
      teleconferencing system
                    
                    Ludwig,
      Lester F.GB0912055
                  GB
                  03/16/1994
                  Multimedia
      collaboration system
                    
                    Ludwig,
      Lester F.GB0912056
                  GB
                  10/03/1994
                  Synchronization
      in a multimedia system
                    
                    Ludwig,
      Lester F.NL1705913
                  NL
                  10/03/1994
                  Call
      detection and handling in multimedia collaboration system
                    
                    Ludwig,
      Lester F.SE1705913
                  SE
                  10/03/1994
                  Call
      detection and handling in multimedia collaboration system
                    
                    Ludwig,
      Lester F.5751338
                  US
                  12/30/1994
                  Methods
      and systems for multimedia communications via public telephone
      networks
                    
                    Ludwig,
      Jr., Lester Frank6081291
                  US
                  04/16/1997
                  Methods
      and systems for multimedia communication via public telephone
      networks
                    
                    Ludwig,
      Jr., Lester Frank6972786
                  US
                  12/23/1999
                  Multimedia
      services using central office
                    
                    Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  11
  11/786802
                  US
                  4/11/2007
                  Multimedia
      services using central office
                    
                    Ludwig,
      Lester F.11/927459
                  US
                  10/29/2007
                  Interconnecting
      network locations between premises network and central office using
      ethernet on loop plant
                    
                    Ludwig,
      Lester F.90/009079
                  US
                  03/14/2008
                  Multimedia
      services using central office
                    
                    Ludwig,
      Lester F.CA2208987
                  CA
                  10/04/1995
                  Multimedia
      communications via public telephone networks
                    
                    Ludwig,
      Jr., Lester FrankGB2296620
                  GB
                  10/11/1995
                  Methods
      and systems for multimedia communication via public telephone
      networks
                    
                    Ludwig,
      Jr., Lester FrankGB0801858
                  GB
                  10/04/1995
                  Multimedia
      central office and method of providing a plurality of multimedia
      telecommunication services
                    
                    Ludwig,
      Jr., Lester FrankGB2308526
                  GB
                  10/11/1995
                  Methods
      and systems for multimedia communication via public telephone
      networks
                    
                    Ludwig,
      Jr., Lester FrankSG53410
                  SG
                  10/04/1995
                  Multimedia
      communications via public telephone networks
                    
                    Ludwig,
      Jr., Lester Frank
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
    12
  6816904
                  US
                  5/4/2000
                  Networked
      video multimedia storage server environment
                    
                    Ludwig,
      Lester10/931651
                  US
                  8/31/2004
                  Scalable
      networked multimedia system and applications
                    
                    Ludwig,
      LesterCA2308147
                  CA
                  11/04/1998
                  Scalable
      networked multimedia system and applications
                    
                    Ludwig,
      LesterDE69837887.3
                  DE
                  11/04/1998
                  Scalable
      networked multimedia system and applications
                    
                    Ludwig,
      LesterDE69840427.0
                  DE
                  11/04/1998
                  Scalable
      networked multimedia system and applications
                    
                    Ludwig,
      LesterFR1814290
                  FR
                  11/04/1998
                  Scalable
      networked multimedia system and applications
                    
                    Ludwig,
      LesterFR1029273
                  FR
                  11/04/1998
                  Scalable
      networked multimedia system and applications
                    
                    Ludwig,
      LesterGB1814290
                  GB
                  11/04/1998
                  Scalable
      networked multimedia system and applications
                    
                    Ludwig,
      LesterGB1029273
                  GB
                  11/04/1998
                  Scalable
      networked multimedia system and applications
                    
                    Ludwig,
      LesterIE1814290
                  IE
                  11/04/1998
                  Scalable
      networked multimedia system and applications
                    
                    Ludwig,
      Lester
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  13
  11/246867
                  US
                  10/7/2005
                  Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                    
                    J.
      Chris Lauwers11/814671
                  US
                  1/12/2006
                  Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                    
                    J.
      Chris LauwersEP06718435.8
                  EP
                  01/12/2006
                  Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                    
                    J.
      Chris LauwersKR10-2007-7019362
                  KR
                  01/12/2006
                  Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                    
                    J.
      Chris LauwersSG200705449-7
                  SG
                  01/12/2006
                  Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                    
                    J.
      Chris LauwersEP00942737.8
                  EP
                  6/9/2000
                  System
      And Method For Browser-Based Multimedia Collaboration
      Reporting
                    
                    Burnett,
      Gerald10/018,441
                  US
                  12/11/01
                  System
      and method for browser-based multimedia collaboration
      reporting
                    
                    Burnett,
      Gerald
 [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 -- 6.
 14
  Exhibit
B
  (3)           ASSIGNMENT
OF PATENT RIGHTS
  For good
and valuable consideration, the receipt of which is hereby acknowledged, Avistar
Communications Corporation, a Delaware corporation, with an office at 1875 South
Grant St., 10th
Floor, San Mateo, CA 94402 (“Assignor”), does hereby sell, assign,
transfer, and convey unto Intellectual Ventures Fund 61 LLC, a Nevada limited
liability company, with an address at 7251 W Lake Mead Blvd, Suite 300, Las
Vegas, NV 89128(“Assignee”), or its designees, all
right, title, and interest that exist today and may exist in the future in and
to any and all of the following (collectively, the “Patent
Rights”):
 
 (a)           the
provisional patent applications, patent applications and patents listed in the
table below (the “Patents”);
 Patent or Application No.
                Country
                FilingDate
                Title of Patent and First Named
      Inventor5689641
                US
                10/01/1993
                Multimedia
      collaboration system arrangement for routing compressed AV signal through
      a participant site without decompressing the AV signal
                  
                  Ludwig,
      Lester F.5867654
                US
                6/7/1996
                Two
      monitor videoconferencing hardware
                  
                  Ludwig,
      Lester F.5978835
                US
                6/7/1996
                Multimedia
      mail, conference recording and documents in video
conferencing
                  
                  Ludwig,
      Lester F.5896500
                US
                6/7/1996
                System
      for call request which results in first and second call handle defining
      call state consisting of active or hold for its respective AV
      device
                  
                  Ludwig,
      Lester F.5884039
                US
                6/7/1996
                System
      for providing a directory of AV devices and capabilities and call
      processing such that each participant participates to the extent of
      capabilities available
                  
                  Ludwig,
      Lester F.
 [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  1
  5617539
                US
                6/7/1996
                Multimedia
      collaboration system with separate data network and A/V network controlled
      by information transmitting on the data network
                  
                  Ludwig,
      Lester F.5802294
                US
                6/7/1996
                Teleconferencing
      system in which first location video mosaic generator sends combined local
      participants images to second location video mosaic generator for
      displaying combined images
                  
                  Ludwig,
      Lester F.5758079
                US
                6/7/1996
                Call
      control in video conferencing allowing acceptance and identification of
      participants in a new incoming call during an active
      teleconference
                  
                  Ludwig,
      Lester F.5854893
                US
                6/10/1996
                System
      for teleconferencing in which collaboration types and participants by
      names or icons are selected by a participant of the
      teleconference
                  
                  Ludwig,
      Lester F.5915091
                US
                6/11/1996
                Synchronization
      in video conferencing
                  
                  Ludwig,
      Lester F.6351762
                US
                6/7/1996
                Method
      and system for log-in-based video and multimedia calls
                  
                  Ludwig,
      Lester F.6583806
                US
                4/7/1997
                Videoconferencing
      hardware
                  
                  Ludwig,
      Lester F.6343314
                US
                4/28/1997
                Remote
      participant hold and disconnect during videoconferencing
                  
                  Ludwig,
      Lester F.6237025
                US
                12/19/1997
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
   2
  6212547
                US
                5/5/1998
                UTP
      based video and data conferencing
                  
                  Ludwig,
      Lester F.6898620
                US
                5/5/1998
                Multiplexing
      video and control signals onto UTP
                  
                  Ludwig,
      Lester F.6437818
                US
                5/5/1998
                Video
      conferencing on existing UTP infrastructure
                  
                  Ludwig,
      Lester F.6426769
                US
                5/5/1998
                High-quality
      switched analog video communications over unshielded twisted
      pair
                  
                  Ludwig,
      Lester F.09/565677
                US
                5/4/2000
                Scalable
      Networked Multimedia System And Applications
                  
                  Ludwig,
      Lester F.7185054
                US
                11/1/2000
                Participant
      display and selection in video conference calls
                  
                  Ludwig,
      Lester F.6594688
                US
                06/11/2001
                Dedicated
      echo canceler for a workstation
                  
                  Ludwig,
      Lester F.7054904
                US
                4/9/2002
                Marking
      and searching capabilities in multimedia documents within multimedia
      collaboration networks
                  
                  Ludwig,
      Lester F.6789105
                US
                4/9/2002
                Multiple-editor
      authoring of multimedia documents including real-time video and
      time-insensitive media
                  
                  Ludwig,
      Lester F.6959322
                US
                3/4/2003
                UTP
      based video conferencing
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  3
  10/382554
                US
                3/4/2003
                Teleconferencing
      employing multiplexing of video and data conferencing signals
                  
                  J.
      Chris Lauwers7206809
                US
                11/26/2003
                Method
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.7152093
                US
                11/26/2003
                System
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.7421470
                US
                11/26/2003
                Method
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.7433921
                US
                11/26/2003
                System
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.11/264926
                US
                11/1/2005
                Audio
      communications using devices with different capabilities
                  
                  Lester
      F. Ludwig11/264936
                US
                11/1/2005
                Log-in
      based communications plus two data types
                  
                  Lester
      F. Ludwig11/265059
                US
                11/1/2005
                Using
      login-based addressing to communicate with listed users
                  
                  Lester
      F. Ludwig11/265256
                US
                11/1/2005
                Registration
      based addressing over multiple networks with digital audio
      communication
                  
                  Lester
      F. Ludwig11/265394
                US
                11/1/2005
                Registration
      based addressing and call handles to establish communication
                  
                  Lester
      F. Ludwig
    [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  4
  7487210
                US
                1/12/2007
                Method
      for managing real-time communications
                  
                  Ludwig,
      Lester F.7412482
                US
                1/12/2007
                System
      for managing real-time communications
                  
                  Ludwig,
      Lester F.7437411
                US
                1/15/2007
                Communication
      of a selected type over a wide area network
                  
                  Ludwig,
      Lester F.7398296
                US
                1/16/2007
                Networked
      audio communication over two networks
                  
                  Ludwig,
      Lester F.7444373
                US
                1/16/2007
                Wireless
      real-time communication
                  
                  Ludwig,
      Lester F.7441001
                US
                1/18/2007
                Real-time
      wide-area communications between ports
                  
                  Ludwig,
      Lester F.7437412
                US
                1/19/2007
                Real-time
      communication of a selected type
                  
                  Ludwig,
      Lester F.11/668625
                US
                1/30/2007
                Storing
      and accessing media files
                  
                  J.
      Chris Lauwers11/669003
                US
                1/30/2007
                Storage
      and playback of media files
                  
                  J.
      Chris Lauwers11/737723
                US
                4/19/2007
                Storing
      and accessing media files
                  
                  Lester
      F. Ludwig90/009008
                US
                02/25/2008
                UTP
      based video and data conferencing
                  
                  Ludwig,
      Lester F.90/009015
                US
                02/29/2008
                Video
      conferencing on existing UTP infrastructure
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  5
  90/009016
                US
                02/29/2008
                System
      for providing a directory of AV devices and capabilities and call
      processing such that each participant participates to the extent of
      capabilities available
                  
                  Ludwig,
      Lester F.90/009020
                US
                05/20/2008
                Multimedia
      collaboration system with separate data network and a/v network controlled
      by information transmitting on the data network
                  
                  Ludwig,
      Lester F.90/009021
                US
                02/29/2008
                System
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.90/009031
                US
                03/05/2008
                Remote
      participant hold and disconnect during videoconferencing
                  
                  Ludwig,
      Lester F.CA2173204
                CA
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.CA2173209
                CA
                10/03/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.CA2204442
                CA
                03/16/1994
                Multimedia
      collaboration system with separate data network and av network controlled
      by information transmitting on the data network
                  
                  Ludwig,
      Lester F.CA2296181
                CA
                10/03/1994
                System
      for providing a directory of AV devices and capabilities and call
      processing such that each participant participates to the extent of
      capabilities available
                  
                  Ludwig,
      Lester F.
   [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  6
  CA2296182
                CA
                10/03/1994
                Call
      control in video conferencing allowing acceptance and identification of
      participants in a new incoming call during an active
      teleconference
                  
                  Ludwig,
      Lester F.CA2296185
                CA
                10/03/1994
                System
      for call request which results in first and second call handle defining
      call state consisting of active or hold for its respective AV
      device
                  
                  Ludwig,
      Lester F.CA2296187
                CA
                10/03/1994
                Synchronization
      in video conferencing
                  
                  Ludwig,
      Lester F.CA2296189
                CA
                10/03/1994
                System
      for teleconferencing in which collaboration types and participants by
      names or icons are selected by a participant of the
      teleconference
                  
                  Ludwig,
      Lester F.CA2297940
                CA
                03/16/1994
                Two
      monitor videoconferencing hardware
                  
                  Ludwig,
      Lester F.CH690154
                CH
                09/28/1994
                System
      for holding teleconferences
                  
                  Ludwig,
      Lester F.DE69426456.3
                DE
                10/03/1994
                Videoconference
      signal switching without decompression
                  
                  Ludwig,
      Lester F.DE69428725.3
                DE
                03/16/1994
                Multimedia
      teleconferencing system
                  
                  Ludwig,
      Lester F.DE69429684.8
                DE
                10/03/1994
                Synchronization
      in a multimedia system
                  
                  Ludwig,
      Lester F.DE69430272.4
                DE
                10/03/1994
                Participant
      location in multimedia collaboration system
                  
                  Ludwig,
      Lester F.
    [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  7
  DE69431525.7
                DE
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.DE69431536.2
                DE
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.DE69432803.0
                DE
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.DE69433042.6
                DE
                10/03/1994
                Multimedia
      mail in teleconferencing system
                  
                  Ludwig,
      Lester F.DE69434762.0
                DE
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.DE69435132.6
                DE
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.FR1307038
                FR
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.FR1705913
                FR
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.FR0721725
                FR
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.FR0721726
                FR
                10/03/1994
                Videoconference
      signal switching without decompression
                  
                  Ludwig,
      Lester F.FR0899952
                FR
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  8
  FR0899953
                FR
                10/03/1994
                Participant
      location in multimedia collaboration system
                  
                  Ludwig,
      Lester F.FR0899954
                FR
                10/03/1994
                Multimedia
      mail in teleconferencing system
                  
                  Ludwig,
      Lester F.FR0898424
                FR
                03/16/1994
                Multimedia
      teleconferencing system
                  
                  Ludwig,
      Lester F.FR0912055
                FR
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.FR0912056
                FR
                10/03/1994
                Synchronization
      in a multimedia system
                  
                  Ludwig,
      Lester F.GB1307038
                GB
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.GB1705913
                GB
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.GB2282506
                GB
                05/27/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.GB0721725
                GB
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.GB0721726
                GB
                10/03/1994
                Videoconference
      signal switching without decompression
                  
                  Ludwig,
      Lester F.GB2319135
                GB
                05/27/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.GB2319136
                GB
                05/27/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.
   [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  9
  GB2319137
                GB
                05/27/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.GB2319138
                GB
                05/27/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.GB0899952
                GB
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.GB0899953
                GB
                10/03/1994
                Participant
      location in multimedia collaboration system
                  
                  Ludwig,
      Lester F.GB0899954
                GB
                10/03/1994
                Multimedia
      mail in teleconferencing system
                  
                  Ludwig,
      Lester F.GB0898424
                GB
                03/16/1994
                Multimedia
      teleconferencing system
                  
                  Ludwig,
      Lester F.GB0912055
                GB
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.GB0912056
                GB
                10/03/1994
                Synchronization
      in a multimedia system
                  
                  Ludwig,
      Lester F.NL1705913
                NL
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.SE1705913
                SE
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.5751338
                US
                12/30/1994
                Methods
      and systems for multimedia communications via public telephone
      networks
                  
                  Ludwig,
      Jr., Lester Frank
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
   10
  6081291
                US
                04/16/1997
                Methods
      and systems for multimedia communication via public telephone
      networks
                  
                  Ludwig,
      Jr., Lester Frank6972786
                US
                12/23/1999
                Multimedia
      services using central office
                  
                  Ludwig,
      Lester F.11/786802
                US
                4/11/2007
                Multimedia
      services using central office
                  
                  Ludwig,
      Lester F.11/927459
                US
                10/29/2007
                Interconnecting
      network locations between premises network and central office using
      ethernet on loop plant
                  
                  Ludwig,
      Lester F.90/009079
                US
                03/14/2008
                Multimedia
      services using central office
                  
                  Ludwig,
      Lester F.CA2208987
                CA
                10/04/1995
                Multimedia
      communications via public telephone networks
                  
                  Ludwig,
      Jr., Lester FrankGB2296620
                GB
                10/11/1995
                Methods
      and systems for multimedia communication via public telephone
      networks
                  
                  Ludwig,
      Jr., Lester FrankGB0801858
                GB
                10/04/1995
                Multimedia
      central office and method of providing a plurality of multimedia
      telecommunication services
                  
                  Ludwig,
      Jr., Lester FrankGB2308526
                GB
                10/11/1995
                Methods
      and systems for multimedia communication via public telephone
      networks
                  
                  Ludwig,
      Jr., Lester FrankSG53410
                SG
                10/04/1995
                Multimedia
      communications via public telephone networks
                  
                  Ludwig,
      Jr., Lester Frank
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
   11
  6816904
                US
                5/4/2000
                Networked
      video multimedia storage server environment
                  
                  Ludwig,
      Lester10/931651
                US
                8/31/2004
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      LesterCA2308147
                CA
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      LesterDE69837887.3
                DE
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      LesterDE69840427.0
                DE
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      LesterFR1814290
                FR
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      LesterFR1029273
                FR
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      LesterGB1814290
                GB
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      LesterGB1029273
                GB
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      LesterIE1814290
                IE
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      Lester
   [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
  12
  11/246867
                US
                10/7/2005
                Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                  
                  J.
      Chris Lauwers11/814671
                US
                1/12/2006
                Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                  
                  J.
      Chris LauwersEP06718435.8
                EP
                01/12/2006
                Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                  
                  J.
      Chris LauwersKR10-2007-7019362
                KR
                01/12/2006
                Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                  
                  J.
      Chris LauwersSG200705449-7
                SG
                01/12/2006
                Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                  
                  J.
      Chris LauwersEP00942737.8
                EP
                6/9/2000
                System
      And Method For Browser-Based Multimedia Collaboration
      Reporting
                  
                  Burnett10/018,441
                US
                12/11/01
                System
      and method for browser-based multimedia collaboration
      reporting
                  
                  Burnett,
      Gerald
 (b)           all
patents and patent applications (i) to which any of the Patents directly or
indirectly claims priority, (ii) for which any of the Patents directly or
indirectly forms a basis for priority, and/or (iii) that were co-owned
applications that incorporate by reference, or are incorporated by reference
into, the Patents;
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 13
  (c)           all
reissues, reexaminations, extensions, continuations, continuations in part,
continuing prosecution applications, requests for continuing examinations,
divisions, registrations of any item in any of the foregoing categories (a) and
(b);
 
 (d)           all
foreign patents, patent applications, and counterparts relating to any item in
any of the foregoing categories (a) through (c), including, without limitation,
certificates of invention, utility models, industrial design protection, design
patent protection, and other governmental grants or issuances;
 
 (e)           all
items in any of the foregoing in categories (b) through (d), whether or not
expressly listed as Patents below and whether or not claims in any of the
foregoing have been rejected, withdrawn, cancelled, or the like;
 
 (f)           inventions,
invention disclosures, and discoveries described in any of the Patents and/or
any item in the foregoing categories (b) through (e) that (i) are included in
any claim in the Patents and/or any item in the foregoing categories (b) through
(e), (ii) are subject matter capable of being reduced to a patent claim in a
reissue or reexamination proceeding brought on any of the Patents and/or any
item in the foregoing categories (b) through (e), and/or (iii) could have been
included as a claim in any of the Patents and/or any item in the foregoing
categories (b) through (e);
 
 (g)           all
rights to apply in any or all countries of the world for patents, certificates
of invention, utility models, industrial design protections, design patent
protections, or other governmental grants or issuances of any type related to
any item in any of the foregoing categories (a) through (f), including, without
limitation, under the Paris Convention for the Protection of Industrial
Property, the International Patent Cooperation Treaty, or any other convention,
treaty, agreement, or understanding;
 
 (h)           all
causes of action (whether known or unknown or whether currently pending, filed,
or otherwise) and other enforcement rights under, or on account of, any of the
Patents and/or any item in any of the foregoing categories (b) through (g),
including, without limitation, all causes of action and other enforcement rights
for
 
 (1)         damages,
 (2)         injunctive
relief, and
 (3)         any
other remedies of any kind
 
 for past,
current, and future infringement; and
 
 (i)           all
rights to collect royalties and other payments under or on account of any of the
Patents and/or any item in any of the foregoing categories (b) through (h)
except for royalties or other payments payable to Assignor under pre-existing
agreements which are being retained by Assignor in accordance with a separate
agreement between Assignor and Assignee.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 14
  
 Assignor
hereby authorizes the respective patent office or governmental agency in each
jurisdiction to issue any and all patents, certificates of invention, utility
models or other governmental grants or issuances that may be granted upon any of
the Patent Rights in the name of Assignee, as the assignee to the entire
interest therein.
  Assignor
will, at the reasonable request of Assignee , do all things necessary, proper,
or advisable, including without limitation, the execution, acknowledgment, and
recordation of specific assignments, oaths, declarations, and other documents on
a country-by-country basis, to assist Assignee in obtaining, perfecting,
sustaining, and/or enforcing the Patent Rights.  The terms and
conditions of this Assignment of Patent Rights will inure to the benefit of
Assignee, its successors, assigns, and other legal representatives and will be
binding upon Assignor, its successors, assigns, and other legal
representatives.
 
 IN
WITNESS WHEREOF this Assignment of Patent Rights is executed at on.
 
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 15
  ASSIGNOR:
 
 Avistar
Communications Corporation
 
 /s/
      Elias MurrayMetzgerName: 
      Elias MurrayMetzgerTitle: 
      Chief Financial Officer (Signature
MUST be attested)
 
 
  ATTESTATION
OF SIGNATURE PURSUANT TO 28 U.S.C. § 1746
  The
undersigned witnessed the signature of _________________ to the above Assignment
of Patent Rights on behalf of Avistar Communications Corporation and makes the
following statements:
  1.  I am over
the age of 18 and competent to testify as to the facts in this Attestation block
if called upon to do so.
  2.  ________________
is personally known to me (or proved to me on the basis of satisfactory
evidence) and appeared before me on _________ __, 2009 to execute the above
Assignment of Patent Rights on behalf of Avistar Communications
Corporation
  3.  ________________
subscribed to the above Assignment of Patent Rights on behalf of Avistar
Communications Corporation.
  I declare
under penalty of perjury under the laws of the United States of America that the
statements made in the three (3) numbered paragraphs immediately above are true
and correct.
  EXECUTED
on ___________________(date)
  
  Print
Name:
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 16
 8.                                                        Exhibit
C
  
  (4)           ASSIGNMENT
OF RIGHTS IN CERTAIN ASSETS
 
 For good
and valuable consideration, the receipt of which is hereby acknowledged, Avistar
Communications Corporation, a Delaware corporation, with an office at 1875 South
Grant St., 10th
Floor, San Mateo, CA 94402 (“Assignor”), does hereby sell, assign,
transfer, and convey unto Intellectual Ventures Fund 61 LLC, a Nevada limited
liability company, with an address at 7251 W Lake Mead Blvd, Suite 300, Las
Vegas, NV 89128 (“Assignee”), or its designees, the
right, title, and interest in and to any and all of the following provisional
patent applications, patent applications, patents, and other governmental grants
or issuances of any kind (the “Certain
Assets”):
 Patent
      or Application No.
                Country
                FilingDate
                Title
      of Patent and First Named Inventor11/625330
                US
                1/21/2007
                Storing
      and accessing media files
                  
                  J.
      Chris Lauwers90/009009
                US
                02/26/2008
                Method
      for real-time communication between plural users
                  
                  Ludwig,
      Lester F.90/009010
                US
                02/25/2008
                Method
      and system for log-in-based video and multimedia calls
                  
                  Ludwig,
      Lester F.90/009012
                US
                02/22/2008
                Participant
      display and selection in video conference calls
                  
                  Ludwig,
      Lester F.90/009013
                US
                02/25/2008
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.90/009018
                US
                03/03/2008
                Synchronization
      in video conferencing
                  
                  Ludwig,
      Lester F.
 [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
  1
  90/009019
                US
                02/28/2008
                System
      for call request which results in first and second call handle defining
      call state consisting of active or hold for its respective AV
      device
                  
                  Ludwig,
      Lester F.90/009022
                US
                02/29/2008
                Networked
      video multimedia storage server environment
                  
                  Ludwig,
      Lester90/009023
                US
                02/27/2008
                Multiple-editor
      authoring of multimedia documents including real-time video and
      time-insensitive media
                  
                  Ludwig,
      Lester F.90/009024
                US
                02/27/2008
                Multimedia
      mail, conference recording and documents in video
conferencing
                  
                  Ludwig,
      Lester F.90/009025
                US
                03/03/2008
                Call
      control in video conferencing allowing acceptance and identification of
      participants in a new incoming call during an active
      teleconference
                  
                  Ludwig,
      Lester F.90/009030
                US
                03/04/2008
                UTP
      based video conferencing
                  
                  Ludwig,
      Lester F.90/009032
                US
                03/05/2008
                Two
      monitor videoconferencing hardware
                  
                  Ludwig,
      Lester F.90/009035
                US
                03/06/2008
                High-quality
      switched analog video communications over unshielded twisted
      pair
                  
                  Ludwig,
      Lester F.
   [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
  2
  90/009038
                US
                03/07/2008
                Multiplexing
      video and control signals onto UTP
                  
                  Ludwig,
      Lester F.90/009040
                US
                03/05/2008
                Teleconferencing
      system in which location video mosaic generator sends combined local
      participants images to second location video mosaic generator for
      displaying combined images
                  
                  Ludwig,
      Lester F.90/009042
                US
                03/07/2008
                Dedicated
      echo canceler for a workstation
                  
                  Ludwig,
      Lester F.90/009044
                US
                03/14/2008
                Multimedia
      collaboration system arrangement for routing compressed av signal through
      a participant site without decompressing the av signal
                  
                  Ludwig,
      Lester F.90/009077
                US
                09/13/2008
                Videoconferencing
      hardware
                  
                  Ludwig,
      Lester F.90/009081
                US
                03/14/2008
                Marking
      and searching capabilities in multimedia documents within multimedia
      collaboration networks
                  
                  Ludwig,
      Lester F.CA2290701
                CA
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.EP1307038
                EP
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
  3
  EP1705913
                EP
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.EP0721725
                EP
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.EP0721726
                EP
                10/03/1994
                Videoconference
      signal switching without decompression
                  
                  Ludwig,
      Lester F.EP0899952
                EP
                10/03/1994
                Call
      detection and handling in multimedia collaboration system
                  
                  Ludwig,
      Lester F.EP0899953
                EP
                10/03/1994
                Participant
      location in multimedia collaboration system
                  
                  Ludwig,
      Lester F.EP0899954
                EP
                10/03/1994
                Multimedia
      mail in teleconferencing system
                  
                  Ludwig,
      Lester F.EP0898424
                EP
                03/16/1994
                Multimedia
      teleconferencing system
                  
                  Ludwig,
      Lester F.EP0912055
                EP
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.EP0912056
                EP
                10/03/1994
                Synchronization
      in a multimedia system
                  
                  Ludwig,
      Lester F.EP99202661.7
                EP
                03/16/1994
                Teleconferencing
      system
                  
                  Ludwig,
      Lester F.
   [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
  4
  PCT/US94/002961
                WO
                03/16/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.PCT/US94/011193
                WO
                10/03/1994
                Multimedia
      collaboration system
                  
                  Ludwig,
      Lester F.08/860575
                US
                10/04/1995
                Methods
      and systems for multimedia communications via public telephone
      networks
                  
                  Ludwig,
      Jr., Lester Frank90/009080
                US
                03/14/2008
                Methods
      and systems for multimedia communication via public telephone
      networks
                  
                  Ludwig,
      Jr., Lester FrankEP0801858
                EP
                10/04/1995
                Multimedia
      central office and method of providing a plurality of multimedia
      telecommunication services
                  
                  Ludwig,
      Jr., Lester FrankPCT/US95/013016
                WO
                10/04/1995
                Multimedia
      communications via public telephone networks
                  
                  Ludwig,
      Jr., Lester Frank60/064266
                US
                11/04/1997
                Video
      storage server
                  
                  Ludwig,
      LesterEP1814290
                EP
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      Lester
   [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
  5
  EP1029273
                EP
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      LesterPCT/US98/023596
                WO
                11/04/1998
                Scalable
      networked multimedia system and applications
                  
                  Ludwig,
      Lester60/647168
                US
                1/25/2005
                Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                  
                  Lester
      LudwigPCT/US06/001358
                WO
                01/12/2006
                Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications
                  
                  J.
      Chris LauwersEP03023333.2
                EP
                10/04/1995
                Multimedia
      communications via public telephone networks
                  
                  Ludwig,
      Jr., Lester Frank08/869236
                US
                06/04/1997
                Ludwig,
      Jr., Lester Frank08/900807
                US
                07/25/1997
                Ludwig,
      Jr., Lester Frank08/982849
                US
                12/02/1997
                Ludwig,
      Jr., Lester FrankCA2377014
                CA
                12/07/01
                System
      and method for browser-based multimedia collaboration
      reporting
                  
                  Burnett,
      Gerald
   [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
  6
  PCT/US00/015990
                WO
                06/09/00
                System
      and method for browser-based multimedia collaboration
      reporting
                  
                  Burnett,
      Gerald60/138921
                US
                06/11/99
                System
      and method for browser-based multimedia collaboration
      reporting
                  
                  Burnett,
      Gerald90/009082
                US
                03/14/2008
                Methods
      and systems for multimedia communication via public telephone
      networks
                  
                  Ludwig,
      Jr., Lester Frank90/009014
                US
                02/26/2008
                System
      for teleconferencing in which collaboration types and participants by
      names or icons are selected by a participant of the
      teleconference
                  
                  Ludwig,
      Lester F.
 Assignor
assigns to Assignee all rights to the inventions, invention disclosures, and
discoveries in the assets listed above, together, with the rights, if any, to
revive prosecution of claims under such assets and to sue or otherwise enforce
any claims under such assets for past, present or future
infringement.
 
 Assignor
hereby authorizes the respective patent office or governmental agency in each
jurisdiction to make available to Assignee all records regarding the Certain
Assets.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 7
  The terms
and conditions of this Assignment of Rights in Certain Assets will inure to the
benefit of Assignee, its successors, assigns, and other legal representatives
and will be binding upon Assignor, its successors, assigns, and other legal
representatives.
 
 DATED
this __ day of ________ 2009.
 
 ASSIGNOR:
 
 Avistar
Communications Corporation
 /s/
      Elias MurrayMetzgerName: 
      Elias MurrayMetzgerTitle: 
      Chief Financial Officer
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 8
 Exhibit D
  
  LIST
OF INITIAL DELIVERABLES
  Except as
noted below, Seller will cause the following to be delivered to Purchaser, or
Purchaser’s representative, within the time provided in paragraph 3.1 of the
attached Patent Purchase Agreement:
  (a)           U.S.
Patents.  For each item of the Patents that is an issued United
States patent, and for each Abandoned Asset that forms the basis for priority
for such issued U.S. patent (whether a patent or similar protection has been
issued or granted),
  (i)           the
original
  (A)
      ribbon copy issued by the United States Patent and Trademark
      Office,
 (B) Assignment
      Agreement(s),
 (C)
      all reasonably available conception and reduction to practice materials,
      and
  (ii)           a
copy of the Docket.
  (b)           Non-U.S.  For
each Live Asset for which a non-United States patent or similar protection has
been issued or granted,
  (i)
              the
      original ribbon copy or certificate issued by the applicable government,
      if available
 (ii)           copy
of each pending foreign application
 (iii)           the
Docket,
 (iv)           the
original Assignment Agreement(s), and
 (v)            a
copy of applicant name change, if necessary.
  (c)           Patent
Applications.  For each item of the Patents that is a patent
application,
  (i)
              a
      copy of the patent application, as
filed,
 (ii)
              if
      unpublished, a copy of the filing receipt and the non-publication request,
      if available,
 (iii)
              the
      original Assignment Agreement(s),
 (iv)
              the
      Docket,
 (v)
              all
      reasonably available conception and reduction to practice
      materials,
 (vi)
              evidence
      of foreign filing license (or denial thereof),
  and
 (vii)
              the
      Prosecution History Files.
  (d)           Patent and Security
Agreements.  For the Patents, all relevant licenses (except for
those that cannot be disclosed because of confidentiality provisions) and
security agreements.
  (f)           Assertion or Enforcement
Materials.  All communications between Seller and third
parties, including current licenses, concerning the assertion or enforcement of
the Patents but excluding purely non-substantive timing or meeting
communications and duplications and drafts for the current licenses, and third
party communications that cannot be disclosed to Purchaser because of
non-disclosure agreements.
  (g)           Litigation
Materials.  “Litigation
Materials” means all materials in the files of outside litigation counsel
of Seller in the Tandberg and Polycom patent litigations, except for privileged
or work product materials, third party materials subject to protective orders,
or materials and documents filed under seal.  Seller’s ownership
interest in the Litigation Materials is hereby assigned to Purchaser, provided
that (i) such materials shall remain with outside litigation counsel but shall
be available to Purchaser upon Purchaser’s request and (ii) Seller shall provide
written notice of such transfer of ownership to its outside counsel within five
(5) business days after the Closing.
  (h)           Common Interest
Agreement.  Seller will deliver any Initial Deliverables to be
delivered by Seller under paragraph (c) above to Purchaser’s legal counsel,
together with two (2) executed originals of the Common Interest
Agreement.
  (i)           Thorough
Search/Declaration.  If originals of the Initial Deliverables
are required under this Exhibit D
but are not readily available or are not delivered to Purchaser prior to
Closing, Seller will cause (i) such originals of the Initial Deliverables to be
sent to Purchaser or Purchaser’s representative promptly if and after such
originals are located and (ii) an appropriate executive officer of Seller to
deliver to Purchaser a declaration, executed by such officer under penalty of
perjury, detailing
Seller’s efforts to locate such unavailable original documents and details
regarding how any delivered copies of such unavailable documents  were
obtained.
  Capitalized
terms used in this Exhibit D
are defined in the Patent Purchase Agreement to which this Exhibit D
is attached.
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 Exhibit E
  [***]
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 Exhibit F
   PRESS
RELEASE
 
 [Note:
Proposed press release under review by Purchaser.]
 
 After
execution by both parties:
  AVISTAR
COMMUNICATIONS MONITIZES PATENT PORFOLIO THROUGH
  TRANSACTION
WITH INTELLECTUAL VENTURES FUND 61 LLC
  Agreement
in principle calls for Avistar to sell the majority of its patent portfolio to
Intellectual
  Ventures
Fund 61 LLC for the sum of $$$’s
  (a)
              San Mateo, Calif., November 30,
      2009 – Avistar Communications Corporation (www.avistar.com),
      a leader in unified visual communications solutions, today announced that
      it has entered into an agreement with Intellectual Ventures Fund 61 LLC to
      sell the majority of its patents as part of a strategy to monetize its
      patent portfolio and continue investment into its product
      business.
   Highlights
of the transaction are as follows:
  ·
              Avistar
      receives an upfront payment of $$$’s.  This
      allows Avistar to further invest in its product strategy and reinforces
      its cash position.
 ·
              Avistar
      receives a full grant back license under the portfolio ensuring that its
      products are protected under these
patents
 ·
              Avistar
      is no longer adverse to the firms that it has previously put on
      notice
  Bob Kirk,
Chief Executive Officer of Avistar, said, “The transaction with Intellectual
Ventures Fund 61 LLC is an important milestone for Avistar.  This
allows us to find the right vehicle for these patents to be represented in the
market.  It allows Avistar to focus on what we do best, that is
deliver industry leading and award winning products to our partners, clients and
the visual communications industry.  This also removes what has been a
significant distraction for the team and our operation in general, while
providing us the capital to more aggressively invest in our
business.”
  The
agreement in principle is expected to close by end of November after remaining
due diligence and process has completed.
  About
Avistar Communications Corporation
   Avistar
(AVSR.PK) is an
innovation leader in the unified visual communications industry, providing
proven business-class desktop videoconferencing technology.  Avistar’s
installations include more than 100,000 committed desktop seats worldwide,
bringing together business users anytime and anyplace.  Companies such
as IBM, LifeSize, Logitech, Polycom and Sony use Avistar technology to power
their unified communications solutions.  Avistar also works with
leading channel partners and resellers including AVI-SPL, CityIS, Fontel, and
Jenne in more than 40 countries.  For more information, please visit
www.avistar.com.
 
 
   [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
   
 ###
   Contact:
    [***]
  
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 --
 
 Exhibit
G
  
  PRE-EXISTING
LICENSES, SETTLEMENT AGREEMENTS AND OTHER AGREEMENTS
 
 Title
      of Document
              DatedAmended
      and Restated Collateral Agreement
              Dec
      22, 2008Second  Amended
      and Restated Security Agreement
              Dec
      22, 2008Facility
      Agreement
              Dec  8,
      2008Convertible
      Note Purchase Agreement
              Jan
      4, 2008Convertible
      Subordinated Secured Note - 2010
              Jan
      4, 2008Intercreditor
      Agreement
              Jan
      4, 2008Security
      Agreement
              Jan
      4, 2008Professional
      Services Agreement
              Oct
      1, 1997[***]
              [***][***]
      [***] [***]
              [***]Lifesize
      Mutual Nondisclosure Agreement
              Mar
      29, 2009[***]
              [***][***]
              [***]Radvision
      Mutual Nondisclosure Agreement
              Oct
      22, 2002VCON
      (Emblaze) Mutual Nondisclosure and Non-Use Agreement
              Jul
      19, 2005VCON
      Telecommunications Patent License Agreement
              Jan
      1, 2005EMBLAZE
      Assignment Agreement
              Feb
      28, 2006IBM
      Amendment Letter 1
              Sep
      22, 2008IBM
      Amendment Letter 2
              Apr
      14, 2009IBM
      Amendment Letter 3
              July
      10, 2009LifeSize
      Appendix #1
              July
      31, 2009LifeSize
      OEM & License Agreement
              July
      31, 2008Logitech
      Patent License Agreement
              May
      15, 2009Logitech
      Technology License Agreement
              May
      15, 2009Polycom
      Settlement Agreement
              Nov
      12, 2004Polycom
      Cross-License Agreement
              Nov
      12, 2004Tandberg
      Patent License Agreement
              Feb
      14, 2007Radvision
      Patent License Agreement
              May
      15, 2007Sony
      Patent License Agreement
              May
      15, 2006IBM
      Statement of Work
              Sep
      8, 2009IBM
      Licensed Work Agreement
              Sep
      8, 2009IBM
      Patent License Agreement
              Sep
      9, 2009Zultys
      Technology License Agreement
              Mar
      10, 2006Technology
      Agreement Between Vicor and Avistar Systems Limited
Partner
              Jul
      1, 1994Intellectual
      Property Sale and Assignment Agreement Between Vicor and
    CPI
              Aug
      1, 1997Amendment
      No.1 to IPSA Agreement above
              Mar
      2000Asset
      Transfer Agreement between Avistar Systems Corp. and Avistar Solutions
      Corp.
              Mar
      31, 2000Professional
      Services Agreement Between Vicor and Morgan Guaranty Trust
      Company
              Jun
      26, 1992Pilot
      System Acquisition Agreement Between Vicor and Chase Manhattan Bank,
      N.A.
              Sep
      23, 1994Pilot
      System Acquisition Agreement #95-08777 Between Vicor and Bank of America
      National Trust and Savings Association
              Sep
      25, 1995IPL
      Agreement Assignment Assumption Acknowledgement Between
      ASLP/ASCNV/CPI
              Dec
      31, 1997IPL
      Amendment Between CPI and ASDE (sub of ACC)
              Apr
      20, 2000Release
      from Past Infringement Between Santa Cruz Networks and Collaboration
      Properties
              Apr
      23, 2006
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
 
 Exhibit H
  
  EXCLUDED
ASSETS
  The
following patent, pending applications and abandoned/expired applications, as
well as future filed applications and patents issuing thereon claiming priority
based on the listed pending applications, are explicitly excluded from the
Assigned Patent Rights and are retained by Seller.
  Issued
Patents:
 Patent
      No.
              Country
              File
      Date
              Title
      of Patent
              Inventor2,318,395
              CA
              07/29/1999
              Multifunction
      video communications service device
              L.
      Ludwig
  Pending
Applications:
 Appl.
      No.
              Country
              File
      Date
              Title
      of Patent
              First
      Inventor12/419,229
              US
              04/06/2009
              Multifunction
      communication service device
              Ludwig,
      L.1,064,786
              EP
              01/27/1999
              Multifunction
      communication service device
              Ludwig,
      L.12/198,085
              US
              08/25/2008
              Network
      communications bandwidth manager
              Lauwers,
      J.12/572,226
              US
              10/01/2009
              System
      and method for achieving interoperability between endpoints operating
      under different protocols
              Vorha,
      Sumeet12/471,275
              US
              05/22/2009
              Image
      formation for large photosensor array surfaces
              Ludwig,
      L.
  Abandoned/Expired
(i.e., PCT & Provisional) Applications:
 Appl.
      No.
              Country
              File
      Date
              Title
      of Patent
              Inventor99/38324
              PCT
              01/27/1999
              Multifunction
      communication service device
              Ludwig,
      L.09/061,384
              US
              07/27/2000
              Multifunction
      communication service device
              Ludwig,
      L.60/989,027
              US
              11/19/2007
              Meta
      Communications Manager
              Lauwers,
      C.61/027,417
              US
              02/08/2008
              Metagatekeeper
      for bandwidth management among a plurality of service-myopic bandwidth
      reservation and session management systems
              Lauwers,
      C.61/194,921
              US
              10/01/2008
              System
      and method for achieving interoperability between endpoints operating
      under different protocols
              Vorha,
      Sumeet61/128,968
              US
              05/22/2008
              Image
      formation for large photosensor array surfaces
              Ludwig,
      L.
  
  [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.
   
  Exhibit I
  
  [***]