Exhibit 10.21


PATENT LICENSE AGREEMENT [***]


This Patent License
Agreement (this “Agreement”) is entered into as of May 15, 2007 (the “Effective
Date”) by and between Avistar Systems UK Limited. a UK corporation, having
offices at Boston House, 63-64 New Broad Street, London, UK ECZ M1J (“AVUK”),
Avistar Communications Corporation, a Delaware corporation, having offices at
1875 South Grant Street, Suite 1000, San Mateo, CA 94402 (“AVISTAR”) and
Radvision, Ltd., an Israeli corporation having offices at 24 Raoul Wallenberg
Street, Tel Aviv 69719 (“RADVISION”). RADVISION and AVUK and AVISTAR are
each a “Party” and collectively the “Parties.”


RECITALS


WHEREAS, AVUK is the
legal and beneficial owner of the right to grant sublicense under the CPI
Licensed Patents described below through a license received from Collaboration
Properties, Inc. a Nevada corporation, having offices at 1875 South Grant
Street, Suite 1000, San Mateo, CA 94402 (“CPI”);


WHEREAS, AVUK is willing
to grant a nonexclusive license under the CPI Licensed Patents to RADVISION and
its Affiliates;


WHEREAS, AVUK and CPI are
wholly owned subsidiaries of AVISTAR;


WHEREAS, RADVISION
desires a nonexclusive license under CPI Licensed Patents subject to the terms
and conditions set forth herein; and


WHEREAS, RADVISION and
its Affiliates are the owner of certain RADVISION Licensed Patents (as defined
herein) and is willing to grant a nonexclusive license under the RADVISION
Licensed Patents.


NOW THEREFORE, the
Parties agree as follows:


1.             Definitions


The
following capitalized terms shall have the meanings set forth below.  The use of singular shall include the plural
and vice versa, where appropriate.


1.1                                 “Affiliate”
shall mean, in the case of AVUK, a Person that is under Control of AVISTAR and,
in the case of RADVISION, a Person that is under the Control of RADVISION.  


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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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1.2                                 “Building
Local Exchange Carrier System” shall mean a multi-tenant building video
networking system that provides building-internal video networks and services
in office towers, industrial parks, hotels, and apartment complexes. Such a
system may include access to broadband carriers, building-internal switches,
building internal video storage servers, and building-internal multipoint control
units.  


1.3                                 “Control”
shall mean the ownership, directly or indirectly, of more than fifty percent
(50%) of the voting securities or other ownership interest of a Person or, with
respect to a limited partnership or other similar Person, its general partner
or controlling Person.  A Person shall be
an Affiliate only so long as such control exists.


1.4                                 “Disputes”
shall mean any action, dispute, claim or controversy of any kind, whether in
contract or tort, statutory or common law, legal or equitable, now existing or
hereafter arising under or in connection with, or in any way pertaining to,
this Agreement.


1.5                                 “Instant
Messaging System” shall mean any system that provides instant messaging
call initiation, login-based call routing, and presence indication. Such a
system may be implemented in hardware, software, or a combination thereof.


1.6                                 “CPI
Licensed Patents” shall mean all patents and patent applications and any
patents issuing therefrom worldwide that have or are entitled to the benefit of
a filing date on or before the Effective Date that are owned or licensable by
AVUK as of the Effective Date without the payment of royalties or other
consideration to an unaffiliated third party. CPI Licensed Patents shall
include, without limitation, the patents and patent applications set forth in
Exhibit A.


1.7                                 “RADVISION
Licensed Patents” shall mean all patents and patent applications and any
patents issuing therefrom worldwide that have or are entitled to the benefit of
a filing date on or before the Effective Date that are owned or licensable by
RADVISION or its Affiliates as of the Effective Date without the payment of
royalties or other consideration to an unaffiliated third party.


1.8                                 “RADVISION
Licensed Products” shall mean Multimedia Communications Systems and/or any
parts or components thereof which are sold by RADVISION or its Affiliates, or
their dealers, partners, resellers or agents, which are licensed or
manufactured by or for RADVISION or its Affiliates and which are covered by one
or more claims of the CPI Licensed Patents which, absent the license granted to
RADVISION hereunder, would infringe a claim of any of the CPI Licensed
Patents.  Licensed Products shall not
mean Instant Messaging Systems, Building Local Exchange Systems, Voice Over
Internet Protocol Systems, Metropolitan Area Network Systems, Data-Protocol
Transmission Carrier Systems, and 


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









                                                RADVISION
Developer Products except to the extent that any or all of them are
incorporated in RADVISION Multimedia Communication Systems.


1.9                                 “AVISTAR
Licensed Products” shall mean Multimedia Communications Systems and/or any
parts or components thereof which are sold by AVISTAR or its Affiliates, or
their dealers, partners, resellers or agents, which are licensed or
manufactures by or for AVISTAR or its Affiliates and which are covered by one
or more claims of the RADVISION Licensed Patents which, absent the license
granted to AVISTAR hereunder, would infringe a claim of any of the RADVISION Licensed
Patents.  Licensed Products shall not
mean Instant Messaging Systems, Building Local Exchange Systems, Voice Over
Internet Protocol Systems, Metropolitan Area Network Systems, Data-Protocol
Transmission Carrier Systems, and RADVISION Developer Products except to the
extent that any or all of them are incorporated in AVISTAR Multimedia
Communication Systems.


1.10                           “Metropolitan
Area Network System” shall mean a networking system that provides
interbuilding communications and services in a local geographical region
utilizing cable plant. Such a system may include a multimedia central office,
access to broadband carriers, switches, multiplexers, routers, video storage
servers, and multipoint control units.


1.11                           “Person”
shall mean an individual, corporation, partnership, association, trust,
incorporated organization, governmental authority, other entity or group (as
defined in Section 13(d)(3) of the Exchange Act of 1934, as amended as of the
Effective Date).


1.12                           “RADVISION
Developer Products” shall mean all RADVISION development tool products,
development environment products, and API-oriented software products as used
for communication signaling protocols, communication transport protocols,
communication session protocols, protocol conversion, multiplexing, call
control, advanced call control, connection management, multi-line operation,
user interface, restart, media encoding/decoding/transcoding, codec
interfacing, endpoint operation, encryption, network security, server
operation, conference bridge, gateway, gatekeeper, blocking/non-blocking
resource management, text and video messaging applications, semantic level
processing, message parsing, message transactions, presence, forking,
forwarding, message validation, routing, user authentication, account data
collection, code examples, templates, testing, debugging, tracing, analysis, as
well as other similar, related, supporting, and underlying functions pertaining
to all of the aforementioned. “RADVISION Developer Products” shall include,
without limitation, the RADVISION H.323 Protocol Toolkit, SIP Protocol Toolkit,
IMS-SIP Toolkit, Java SIP toolkit, 3G-


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









324M Toolkit, Advanced RTP/RTCP Toolkit, RTSP
Client Toolkit, MEGACO/H.248 Toolkit, MGCP Toolkit, SIP Server Platform,
Videophone Terminal Framework, IP Phone and IAD Terminal Framework, and Media
Framework.


1.13                           “RADVISION
3G-324M Developer Product” shall mean the RADVISION 3G-324 Toolkit as
defined in the Software License Agreement.


1.14                            “Multi
Media Communications System” shall mean a system having two or more
endpoints or servers, each designed to work with one or more similar or
dissimilar endpoints or servers through network or other connections to
implement a two-way video and/or audio and/or data conference.  Such a system may comprise a support for
active use of a network connection, video and/or audio codec functions, a
processor for implementing at least connection control functions, and may be
implemented in hardware, software, or a combination thereof. Such a system may
additionally comprise one or more video monitors, video cameras, audio
microphones, audio speakers, audio echo cancellation capabilities, network
interfaces utilizing unshielded twisted pair network cabling, graphical user interface
capabilities, directories or databases of user information, directories or
databases of the capabilities of remote equipment, multi-point capabilities,
and data conferencing capabilities. Such a system may be implemented in a
manner conducive to desktop operation, meeting room operation, or both.


1.15                            “Video
Storage or Playback System” shall mean a system comprising video answering
functions, video conference recording, video-on-demand, video presentation
applications that include synchronized text or graphics, storage area networks
supporting video, and video storage servers. Such a system may be implemented
in hardware, software, or a combination thereof.


1.16                           “Voice
Over Internet Protocol System” shall mean two-way voice telephony
communications utilizing data communications protocols.


2.             Grant
of Rights to RADVISION


2.1                                 License
Grant.  Subject to the terms of this
Agreement and the payment pursuant to Section 6 below, AVUK grants to RADVISION
and its Affiliates a world wide, non-exclusive, and limited license with the
limited right to sublicense (subject to the limitations of 2.3 below) under the
CPI Licensed Patents to make, have made (subject to the limitations of Section
2.2 below), use, import, offer to sell, sell, lease, license, or otherwise
transfer (whether directly or through resellers, OEMs, partners, distributors
or agents) RADVISION Licensed Products.


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









2.2                                 Limited
Have Made Right. The license granted in Section 2.1 to have products made
by another manufacturer shall only apply when the product manufactured for
RADVISION is owned by or licensed by or to RADVISION.


2.3                                 No
Sublicense Rights.  Except as may be
expressly set forth in this Agreement, RADVISION and its Affiliates shall have
no right to grant any third party any sublicense or other rights under the CPI
Licensed Patents without the express prior written consent of AVUK.   [***] the [***], and [***] the [***] of this
[***], RADVISION and its Affiliates [***], [***] with [***] to [***] under the
CPI Licensed Patents [***] as [***] be [***] for the [***] and [***] of, [***]
any [***] that [***] not [***] the [***] of, the [***].


2.4                               No
Other Rights.  AVUK reserves all
rights not expressly granted to RADVISION in this Agreement.  Without limiting the generality of the
foregoing sentence (i) no license is granted and no rights are exhausted,
either directly or by implication, estoppel or otherwise, to RADVISION or any
other person for the combination or use of any RADVISION Licensed Products with any other item or product that is not a
RADVISION Licensed Product [***] the
RADVISION Licensed Product would [***]
be a [***] or [***] by RADVISION in such [***] and provided further that [***] to the [***]
or the [***] of the [***] which [***] [***] by, is [***] to and [***] with the [***]; (ii) no license or covenant is granted under this Agreement for any third
party products on a stand alone basis; and (iii) no right or license is
granted herein under any intellectual property (including under any patent,
copyrights, trademarks, mask work rights, or trade secret rights) of AVUK or
any other Person, other than under the CPI Licensed Patents.


3.             Additional
Rights for RADVISION


3.1                                 Covenant
not to Sue.  AVUK, on behalf of
AVISTAR and its Affiliates grants to RADVISION and its Affiliates personal and
non-transferable covenants not to commence or maintain any suit or other action
for patent infringement against RADVISION and its Affiliates for past or future
patent infringement for RADVISION Developer Products, [***] its [***] for [***]
use of [***]. AVUK [***] that RADVISION Developer Products [***] by [***] to
[***] a single [***] and the [***] not to [***] herein [***] to the [***] of
such [***] to all such [***]. AVUK and AVISTAR and its Affiliates specifically
reserve all of their rights to assert its patents and other rights against and
provides no covenant not to commence or maintain any suit or other action for
patent infringement against products developed by [***] using or incorporating
all or portions of RADVISION Developer Products.


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









3.2                                 CPI Release for
Past Infringement. Subject to the payment set forth in Section 6, AVUK, on
behalf of AVISTAR and its Affiliates which are Affiliates as of the Effective
Date, as releasor, irrevocably releases RADVISION, its Affiliates which are
Affiliates as of the Effective Date and its and their respective distributors,
resellers, OEMs, partners, agents, customers and users, mediate and intermediate,
from any and all claims of infringement of CPI’s Licensed Patents which claims
are based on acts, which, had they been performed after the Effective Date
would have been licensed under this Agreement.


4.             Grant
of Rights to AVISTAR


4.1                                 License
Grant.  Subject to the terms of this
Agreement RADVISION grants to AVISTAR and its Affiliates a world wide,
non-exclusive, and limited license with the limited right to sublicense
(subject to the limitations of Section 4.3 below) under the RADVISION Licensed Patents
to make, have made (subject to the limitations of Section 4.2 below), use,
import, offer to sell, sell, lease, license, or otherwise transfer (whether
directly or through resellers, OEMs, partners or distributors) AVISTAR Licensed
Products.


4.2                     Limited Have
Made Right. The license granted in Section 4.1 to have products made by
another manufacturer shall only apply when the product manufactured for AVISTAR
is owned by or licensed by or to AVISTAR.


4.3                                 No
Sublicense Rights.  Except as may be
expressly set forth in this Agreement, AVISTAR and its Affiliates shall have no
right to grant any third party any sublicense or other rights under the
RADVISION Licensed Patents without the express prior written consent of
RADVISION.   [***] the [***], and [***]
the [***] of the [***], AVISTAR and its Affiliates [***], [***] with [***] to
[***] under the RADVISION Licensed Patents [***] as [***] be [***] for the
[***] and [***] of, [***] any [***] that [***] not [***] the [***] of, the
[***].


4.4                                 No
Other Rights.  RADVISION reserves all
rights not expressly granted to AVISTAR in this Agreement.  Without limiting the generality of the
foregoing sentence (i) no license is granted and no rights are exhausted,
either directly or by implication, estoppel or otherwise, to AVISTAR or any
other person for the combination or use of any AVISTAR Licensed Products with any other item or product that is not a AVISTAR
Licensed Product [***] the AVISTAR
Licensed Product would [***] be a [***] or [***] by
AVISTAR in such [***] and provided
further that [***] to the [***] or the [***]
of the [***] which is [***] by, is [***]
to and [***] with the [***]; (ii) no license or covenant is granted under this
Agreement for any third party products on a stand alone basis; and (iii) no
right or license is granted herein under any intellectual property (including
under any patent, copyrights, trademarks, mask work rights, or trade secret
rights) of 


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









                                                RADVISION
or any other Person, other than under the RADVISION Licensed Patents.


5.             Additional Rights For AVISTAR 


5.1                                 RADVISION
Release for Past Infringement. 
RADVISION, as releasor, on behalf of itself and its Affiliates which are
Affiliates as of the Effective Date, irrevocably releases AVISTAR, its
Affiliates which are Affiliates as of the Effective Date and its and their
respective distributors, customers and users from any and all claims, whether
known or unknown, of patent infringement occurring on or before the Effective
Date which claims are based on acts, which, had they been performed after the
Effective Date would have been licensed under this Agreement.


6.             Payments


6.1                               Payments
and Other Consideration.  In partial
consideration of the licenses, releases and other rights granted to RADVISION
and its Affiliates under this Agreement, RADVISION shall pay to AVUK four
million United States dollars ($4,000,000). Such payment shall be made before
June 30, 2007 by electronic funds transfer to the account specified below.


AVUK Account
Information:


Bank: [***]


Address: [***]


Company:  Avistar Systems (UK) Limited.


Address: [***]


Swiss Code: [***]


6.2                                 
RADVISION shall also grant to AVISTAR and its Affiliates a fully paid-up
license to the RADVISION 3G-324M Toolkit as of the Effective Date, including
standard maintenance support at no charge for two years from the Effective
Date, in accordance with the license agreement set forth as Attachment B.


7.             Warranties
and Representations


7.1                                 General.
Each Party represents and warrants to the other Party as of the Effective Date
that:


(a)           it is a corporation
duly organized, validly existing and in good standing under the laws of the
state of its organization;


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









(b)            it has the
authority to (i) enter into this Agreement, (ii) extend the rights, licenses
and sublicenses granted to the other Party under this Agreement, and (iii)
undertake and fully perform its obligations under this Agreement;


(c)            it is not subject
to a petition for relief under any bankruptcy legislation, it has not made an
assignment for the benefit of creditors, it is not subject to the appointment
of a receiver for all or a substantial part of its assets, and it is not
contemplating taking any of the foregoing actions; and


(d)            all necessary
consents, approvals and authorizations of all regulatory and governmental
authorities and other Persons required to be obtained by it in connection with
(i) the execution and delivery of this Agreement, (ii) its granting of rights
and licenses hereunder, and (iii) the performance of its obligations hereunder
have been obtained.


7.2                                 Absence
of Patent Warranties.  Nothing in
this Agreement shall be construed (i) as a warranty or representation by
AVUK or RADVISION as to the validity, enforceability or scope of any of the
claims of the Licensed Patents, or (ii) as a warranty or representation that
any Licensed Product, or anything else made, used, sold, imported or otherwise
disposed of under the licenses granted in Section 2 and 4 is, or will be, free
from infringement of any patents, copyrights, trade secrets, trademarks, or any
other intellectual property or proprietary rights of third parties.


7.3                                 No
Obligations. AVUK and its Affiliates shall have no obligation hereunder to
institute any action or suit against any Person for infringement of any of the
CPI Licensed Patents or to defend any action or suit brought by a Person that
challenges or concerns the validity of any of the CPI Licensed Patents.
RADVISION shall have no right to institute any action or suit against Persons
for infringement of any of the CPI Licensed Patents. AVUK is not, nor is any of
its Affiliates, required to file any patent application, or to secure any
patent or patent rights, or to maintain any patent in force. RADVISION shall
have no obligation hereunder to institute any action or suit against any Person
for infringement of any of the RADVISION Licensed Patents or to defend any
action or suit brought by a Person that challenges or concerns the validity of
any of the RADVISION Licensed Patents. AVUK shall have no right to institute
any action or suit against Persons for infringement of any of the RADVISION
Licensed Patents. RADVISION is not, nor is any of its Affiliates, required to
file any patent application, or to secure any patent or patent rights, or to
maintain any patent in force.


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









7.4                                 Other
Transactions.  Either Party may
assign, convey, sell, lease, encumber, license, sublicense or otherwise
transfer to a third party any and all of its Licensed Patents provided that any
such transaction is made subject to all rights and licenses of the other Party
arising from this Agreement and shall not impose any additional obligations on
such other Party.


8.             Disputes


It is the intent of the Parties and subject to the termination
provisions of this Agreement that Disputes be resolved expeditiously, amicably
and at the level within each Party’s organization that is most knowledgeable
about the disputed issue. As a result, the Parties agree that all Disputes
arising under this Agreement will be resolved by the procedure outlined in this
Section 8:


8.1                                 The
complaining Party will notify the other Party in writing of the dispute, and
the non-complaining Party will exercise good faith efforts to resolve the
matter as expeditiously as possible.


8.2                               In
the event that such matter remains unresolved twenty (20) days after the
delivery of the complaining Party’s written notice, a senior representative of
each Party will meet or participate in a telephone conference call within ten
(10) business days of a request for such a meeting or conference call by either
Party to resolve the Dispute.


8.4                                 If
the Parties are unable to reach a resolution of the Dispute after following the
above procedure, any Dispute will be resolved exclusively by binding
arbitration in accordance with the terms of this Section 8.


8.5                               Arbitration
proceedings will be administered by the American Arbitration Association (“AAA”)
in accordance with the AAA Commercial Arbitration Rules. All Disputes submitted
to arbitration will be resolved in accordance with the Federal Arbitration Act
(Title 9 of the United States Code). The arbitration will be conducted at a
location in New York, New York selected by the AAA. All discovery activities
will be expressly limited to matters directly relevant to the dispute being
arbitrated. Judgment upon any award rendered in arbitration may be entered in
any court having jurisdiction.


8.6                               Arbitrators
must be active members of the Bar of a U.S. state or retired judges of the
state or federal courts, with expertise in patent law, licensing law and other
substantive laws, applicable to the subject matter of the Dispute. Any Dispute
will be decided by majority vote of a panel of three arbitrators; provided
however, that all three arbitrators must actively participate in all hearings.
Notwithstanding


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









anything herein to the contrary, the
arbitrators will be required to make specific, written findings of fact and
conclusions of law.


8.7                                 To
the maximum extent practicable, the AAA, the arbitrators and the Parties will
take all action required to conclude any arbitration proceeding within one
hundred and eighty (180) days of the filing of the dispute with the AAA. No
arbitrator or other party to an arbitration proceeding may disclose the
existence, content or results thereof, except for disclosures of information by
a party required in the ordinary course of its business or by applicable law or
regulation.


9.             Termination


9.1                                 Term.  Subject only to the provisions of Section 9.2
below, the term of this Agreement shall commence upon the Effective Date and
terminate on the date on which the last of the Licensed Patents expires (the “Term”).
The provisions of Sections 1, 3, 5, 6.2, 7, 8, 9.4, and 11 shall survive any
termination or expiration of this Agreement.


9.2           Material
Breach.


If a Party:


(a) materially breaches this Agreement in a manner that cannot be
cured;


(b) materially breaches this Agreement in a
manner that can be cured and such breach remains uncured for thirty (30) days
following written notice of breach by the other Party


                Such breach shall be considered a “Material Breach”.


9.3                               Termination
by the Non-Breaching Party.  In the
event of a Material Breach, as defined by Section 9.2, the non-breaching Party
may terminate this Agreement thirty (30) days following written notice to the
breaching Party.


9.4                                 Bankruptcy.  All licenses and releases granted
to a Party and its Affiliates under this Agreement are deemed to be, for the
purpose of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to
intellectual property as defined under Section 101 of the U.S. Bankruptcy Code,
as amended.  The Parties agree that any Party who is a
licensee or beneficiary of such rights under this Agreement, shall retain and
may exercise all of its rights and elections under the U.S. Bankruptcy Code, as amended.  To the extent that similar protections of its
rights are available to the Parties and Affiliates in foreign jurisdictions,
the Parties agree that they shall be entitled to retain and exercise all such
rights.


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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















10.          Assignment


10.1                         Assignment.
Neither Party may assign this Agreement or otherwise transfer any of its rights
and interests, nor delegate any of its obligations hereunder, by operation of
law or otherwise (including pursuant to a merger, recapitalization, share
exchange, consolidation or other transaction), without the prior written
consent of the other Party; provided, that AVUK may assign this Agreement as a
whole, effective upon written notice to RADVISION, to any entity that acquires
all or substantially all of the assets of AVUK or substantially all of the
portions of its business to which this Agreement relates or that is the
surviving entity in a merger, recapitalization, share exchange or consolidation
with AVUK; and provided, further, that AVISTAR may assign its licenses
effective on written notice to RADVISION to any entity that acquires all or
substantially all of the assets of AVISTAR or substantially all of the portions
of its business to which this Agreement relates or that is the surviving entity
in a merger, recapitalization, share exchange or consolidation but in such
event AVISTAR Licensed Products shall be limited to those AVISTAR Licensed
Products offered for sale by AVISTAR at the date of the assignment and such
products then under development by AVISTAR which are offered for sale by
AVISTAR or its assignee within eighteen (18) 
months of the date the assignment and updates, upgrades and natural
extensions of such products and which products in all cases are primarily based
on such products; and provided, further, that RADVISION may assign this
agreement as a whole effective on written notice to AVUK to any entity that
acquires all or substantially all of the assets of RADVISION or substantially
all of the portions of its business to which this Agreement relates or that is
the surviving entity in a merger, recapitalization, share exchange or
consolidation but in such event RADVISION Licensed Products shall be limited to
those RADVISION Licensed Products offered for sale by RADVISION at the date of
the assignment and such products then under development by RADVISION which are
offered for sale by RADVISION or its assignee within eighteen (18) months of
the date the assignment and updates, upgrades and natural extensions of such
products and which products in all cases are primarily based on such products.
Neither Party may assign this Agreement or otherwise transfer any of its rights
and interests, nor delegate any of its obligations hereunder, by operation of
law or otherwise to Tandberg. This Agreement shall be binding upon, and inure
to the benefit of, the legal representatives, successors and permitted assigns
of the Parties. Any attempt to assign or delegate all or any portion of this
Agreement in violation of this Section 10.1 shall be void. Except as otherwise
expressly provided herein, there shall be no third party beneficiaries, either
express or implied, to this Agreement.


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









10.2                           In the
event RADVISION assigns this Agreement in accordance with the provisions of
Section 10.1, the covenant not to sue of Section 3.1 shall extend to the
assignee [***] for [***] offered for [***] by [***] at the date of the
assignment and such [***] then under development by RADVISION which are offered
for sale by RADVISION or its assignee within eighteen (18) months of the date
the assignment and updates, upgrades and natural extensions of such [***] which
do not materially expand the functionality of such [***].


10.3                           Either
Party or its Affiliates (hereafter the Forming Party), at its option and upon
written notice to the other Party, may [***] or [***] an [***] which will have
the following [***] and be [***] to the following [***].


The [***] shall have:


(a)          A [***] of [***] within
the [***] of the [***];


(b)         [***] of at least [***];


(c)          [***] including [***];
and


(d)         The [***] shall be the
[***] of at least [***] or [***] of the [***] or other [***] interest of the
[***].


Upon ninety (90) days written request to the other
Party, the other Party will [***] the [***] a [***] upon [***] and [***] of
[***] subject to the following:


(a)          The [***] to the [***]
will be the [***] and the [***].


(b)         The [***] of the [***] in
the [***] will be consistent with the [***] products and [***] of [***] of the
[***] as defined by the [***] and such definition of [***] will be [***] and
[***] from the [***] of the [***] under this Agreement; and


(c)          The [***] shall not
include [***] of [***].


Each Party to this Agreement shall [***] to [***] or [***] during the
term of this Agreement.


11.          General
Provisions


11.1                           Expenses
of the Parties.  Each Party shall pay
its own expenses incurred in connection with the negotiation, execution and
performance of this Agreement.


11.2                           Waiver.  No term or provision hereof will be
considered waived by either Party, and no breach excused by either Party,
unless such waiver or consent is in writing and signed by an authorized
representative on behalf of the Party against whom the waiver is asserted.  No consent by either Party to, or waiver of,
a breach by 


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









                                                either
Party, whether express or implied, will constitute a consent to, waiver of, or
excuse of any other different or subsequent breach by either Party.


11.3                           Amendment
and Modification.  This Agreement may
be amended, modified and/or supplemented only by means of a written amendment,
signed by the authorized representatives of the Parties, which specifically
refers to this Agreement.


11.4                           Notices.  Any notice to any Party hereto given pursuant
to this Agreement shall be in writing and given by certified or registered
first-class mail, return receipt requested, or by reputable private courier
having an established tracking capability addressed as follows:


               if to AVUK and AVISTAR:                 AVUK


                                                                Boston
House


                                                                64-64
New Broad Street


                                                                London,
UK ECZ M1J


                                                                AVISTAR


                                                                1875
South Grant Street


                                                                Suite
1000


                                                                San
Mateo, CA 94402


                                                                Attention:  Chief Financial Officer


               if to RADVISION:                                 24 Raoul
Wallenberg Street


                                                                Tel
Aviv, 69719


                                                                Israel


                                                                Attention:
General Counsel


A Party may change its
address for notice by written notice to the other Party.


11.5                           Governing
Law and Venue.  This Agreement is
made and shall be construed in accordance with and any arbitration under
Section 8 will be governed by the laws of the State of New York, without regard
to the conflict of laws provisions thereof. 
This Agreement shall be subject to the exclusive jurisdiction of any
Federal or State court sitting within the geographic boundaries of the Southern
District of New York, and each Party submits to the personal jurisdiction of
any such court and waives any objection it may have to the laying of venue
therein.


11. 6                        Headings.  Headings are supplied herein for convenience
only and shall not be deemed a part of this Agreement for any purpose.


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









11.7                           Severability.  If any term or provision of this Agreement or
the application thereof to any person or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Agreement or the application of
such terms or provisions to persons or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected thereby and each
term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.


11.8                           Confidentiality.  Except as may be required by law or
regulations, neither Party shall disclose any of the terms, conditions or other
provisions of this Agreement without the prior written consent of the other
Party. In the event of such required disclosure, the disclosing Party shall
provide advance notice to the other Party and take all reasonable steps to
obtain a protective order or confidential treatment for this Agreement.


11.9                           Press
Release. RADVISION and AVISTAR shall make the press release announcement
set forth in Exhibit C. CPI may also disclose that RADVISION is a licensee of
the CPI Licensed Patents without reference to any of the specific terms or
conditions of this Agreement,


11.10                     Consequential
Damages.  IN NO EVENT WILL ANY PARTY
BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT.  THIS LIMITATION WILL APPLY EVEN IF A PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOT WITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.


11.11                     Parties
Advised by Counsel. This Agreement has been negotiated between unrelated
Parties who are sophisticated and knowledgeable in the matters contained in
this Agreement and who have acted in their own self interest. In addition, each
Party has been represented by legal counsel. This Agreement shall not be
interpreted or construed against any Party to this Agreement because that Party
or any attorney or representative for that Party drafted or participated in the
drafting of this Agreement.


11.12                     Compliance.
The Parties shall comply with all federal, state and local laws (including
regulations, orders and ordinances) now or hereafter enacted, of any
jurisdiction in which performance occurs or may occur hereunder. Without
limitation, each Party hereby acknowledges that the rights and obligations of
this Agreement are subject to the laws and regulations of the United States
relating to the export of products and technical information, and it shall
comply with all such laws and regulations.


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









11.13                     Entire
Agreement and Facsimile Execution. 
This Agreement comprises the entire agreement between the Parties hereto
as to the subject matter hereof and supersedes all prior discussions,
agreements and understandings, written or oral, between them relating
thereto.  This Agreement may be executed
in counterparts and via facsimile and such counterparts shall be treated as an
original or when signed, via facsimile, by both Parties; nevertheless, any one
of the Parties may require the follow-up exchange of originals in hardcopy by
so requesting in writing within five (5) days of counterpart or facsimile
execution.


IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed
below by their respective duly authorized representatives.


	
  RADVISION LTD.

  	
   

  	
  AVISTAR SYSTEMS UK LIMITED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  [***]

  	
   

  	
  By:

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  [***]

  	
   

  	
  Name:

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  [***]

  	
   

  	
  Title:

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  6/24/07

  	
   

  	
  Date:

  	
  6/26/07

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  [***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  [***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  [***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
  6/25/07

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AVISTAR COMMUNICATIONS CORPORATION (Signing to
  confirm it is the parent company of CPI and that AVUK has the rights to grant
  the licensed to the CPI Licensed Patents to RADVISION and as the recipient of
  the patent licenses and other rights from RADVISION)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  [***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  [***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  [***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  6/26/07

  	
   

  	
   

  	
   

  



 


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









Attachment
A


CPI
Patents


	
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CPI Applications


Published


(U.S. Publication
Application Number)


	
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Unpublished


	
  (United States)

  
	
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  (Canada)

  
	
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[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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
 









Attachment C


Press Release


[***] Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed pursuant to Rule 24-b-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.



 17