exhibit10-1.htm


    LEASE
      TERMINATION AGREEMENT

     

    This
      Lease Termination Agreement (the
"Agreement") is made and entered into as of November
      6, 2007 (the "Effective Date") by and between THE
      BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having
      corporate powers under the laws of the State of California
      ("Landlord"), and BroadVision, Inc., a Delaware
      corporation ("Tenant"), in the following factual
      context:

     

    
      	A.  	Landlord,
              (as successor-in-interest to MPTP Holding, LLC, a Delaware limited
              liability company, as the successor-in-interest to Martin/Campus
              Associates, No. 2, L.P., a Delaware limited partnership, as the
              successor-in-interest to Martin/Campus Associates, L.P., a Delaware
              limited partnership), and Tenant are parties to that certain Lease
              Agreement dated February 5, 1997, as amended by that certain First
              Amendment to Lease dated as of December 3, 1997, and the Second Amendment
              of Lease dated as of October 1, 2004 (collectively, the
              "Lease"), with respect to certain premises
              described therein consisting of approximately 59,220 square feet (the
              "Premises").  All capitalized terms
              not otherwise defined herein shall have the meanings ascribed to them
              in
              the Lease.


    

     

    
      	B.  	Tenant
              entered into a sublease dated November 30, 2005 as amended by that
              certain
              First Amendment to Sublease dated November 2, 2006, and the Second
              Amendment to Sublease dated November 16, 2006 (the
              "Sublease") with Big Band Networks, Inc., a
              Delaware Corporation (the "Sublessee"), covering
              the premises more particularly described in the Sublease (the
              "Subleased
              Premises").


    

     

    
      	C.  	Landlord
              and Tenant now desire to terminate the Lease on the terms and conditions
              set forth in this Agreement.


    

     

    
      	 D. 	In
              connection with the termination of the Lease, Tenant shall sell to
              Landlord certain personal property located on the
              Premises.


    

     

    NOW
      THEREFORE, Landlord and Tenant (collectively referred to as the
"Parties" or individually as
"Party") agree as follows:

     

    
      	1. 	Lease
              Termination.  Subject to Tenant's performance of its
              obligations under this Agreement, Landlord and Tenant agree to terminate
              the Lease effective as of October 31, 2007 (the "Termination
              Date").  Tenant shall surrender to Landlord the
              Premises and all of Tenant's right, title and interest in and to the
              Lease
              as of the Termination Date.


    

     

    
      	2. 	Assignment
              of Sublease.  As of the Termination Date: (i) Tenant
              hereby assigns the Sublease to Landlord and Landlord accepts full and
              complete liability for the Sublease from and after the Termination
              Date;
              (ii) Tenant shall remit Sublessee's security deposit (the
              "Sublessee Security Deposit") in the amount of
              Fifty Thousand Thirty-One and 38/100 Dollars ($50,031.38) for the
              Subleased Premises to Landlord within five (5) days after the Effective
              Date; and (iii) Landlord hereby releases Tenant from all claims Landlord
              may have in connection with the Sublease and/or Sublessee's performance
              or
              failure to perform thereunder.


    

     

    
      	3. 	Termination
              Fee.  In consideration for the termination of the
              Lease, and in full satisfaction of all outstanding obligations of Landlord
              and Tenant under the Lease: (i) Tenant shall convey to Landlord certain
              personal property located on the Premises pursuant to a Bill of Sale
              attached hereto as Exhibit A (the "Bill of Sale");
              and (ii) Tenant shall pay Landlord the sum of One Hundred Eleven Thousand
              Three Hundred Seventeen and 12/100 Dollars ($111,317.12) (the "Termination
              Fee").  The Termination Fee has been calculated as set forth in
              Exhibit B.


    

     

    
      	4. 	Rent.  Upon
              delivery of the Bill of Sale and the Termination Fee, Landlord shall
              be
              deemed to have released Tenant as of the Termination Date from all
              claims
              for rent, additional rent, tenant improvement costs, management fees,
              common area maintenance costs, real property taxes and impositions,
              insurance premiums, late charges, interest, and taxes due and payable
              after the Termination Date, and all other obligations arising under
              the
              Lease after the Termination Date.


    

     

    
      	5. 	Security
              Deposit. Pursuant to Paragraph 7 of the Lease, Landlord shall
              return Tenant's Security Deposit or the letter of credit, to Tenant
              within
              five (5) days after Landlord's receipt of the Sublessee Security
              Deposit.


    

     

    
      	6.	Mutual
              Release.  Subject to delivery of the Bill of Sale and
              the Termination Fee, as of the Termination Date, for good and valuable
              consideration, the receipt of which is hereby acknowledged, each Party,
              on
              behalf of itself and its officers, directors, shareholders, employees,
              attorneys, insurers, agents, representatives, successors and assigns
              (collectively, "Releasors"), hereby
              intentionally and unconditionally fully releases, acquits and forever
              discharges the other Party, its officers, directors, shareholders,
              employees, attorneys, insurers, agents, representatives, successors
              and
              assigns (collectively, "Releasees"), from all or
              any manner of rights, claims, demands, actions in law or equity,
              obligations, damages, debts and liabilities, of any kind or nature
              whatsoever, whether known or unknown, whether now existing or hereinafter
              arising, suspected or claimed, liquidated or unliquidated, accrued
              or
              unaccrued, fixed or contingent (collectively, the
              "Claims") from or relating in any manner to the
              Lease or the Sublease
              (the "Release").  Each Party
              understands and expressly waives any rights or benefits available to
              it
              under Section 1542 of the Civil Code of California or any similar
              provision in any other jurisdiction.  Section 1542 provides
              substantially as follows:


    

     

    CIVIL
      CODE 1542: A general release does not extend to claims which the creditor does
      not know or suspect to exist in his favor at the time of executing the release,
      which if known by him must have materially affected his settlement with the
      debtor.

     

    
      	7. 	Voluntary
              and Knowledgeable Granting of Release.  Each Releasor
              hereby declares that it knows and understands the contents of the Release,
              that it has been recommended that it seek advice from its own attorneys
              with respect to its rights and obligations and with respect to the
              execution of the Release and this Agreement, and that the Release and
              this
              Agreement have been executed voluntarily by it.  Each Releasor
              understands and agrees that after signing this Release it cannot proceed
              against Releasees with respect to any
              Claims.


    

     

    
      	8. 
              	General
              Provisions.


    

     

    
      	8.1        
               	Right
              and Authority to Give Release.  The Parties each
              represent and warrant to the other that as of the date of execution
              of
              this Agreement it has the sole right and authority to execute this
              Agreement on behalf of itself and has not assigned, transferred, conveyed,
              or otherwise disposed of any Claim surrendered by virtue of this
              Agreement.


    

     

    
      	8.2       
                	Entire
              Agreement.  This Agreement, and all exhibits attached
              hereto, sets forth the entire understanding of the Parties relating
              to the
              lease termination it contemplates, and supersedes all prior
              understandings, whether written or oral.  There are no
              obligations, commitments, representations or warranties relating to
              them
              except those expressly set forth in this
              Agreement.


    

     

    
      	8.3      
                 	Waiver/Modification/Amendment.  No
              purported amendment of this Agreement, or waiver, discharge or termination
              of any obligation under it, or anything else which purports to affect
              its
              terms or interpretation, shall be enforceable or admissible unless,
              and
              then only to the extent, expressly set forth in a writing signed by
              the
              Party against which enforcement or admission is sought.  Without
              limiting the generality of the foregoing, no oral promise or statement,
              nor any action, inaction, delay, failure to require performance or
              course
              of conduct shall operate as, or evidence, an amendment or waiver or
              have
              any other effect on this Agreement.  Any waiver granted shall be
              limited to the specific circumstance expressly described in it, and
              shall
              not apply to any subsequent or other circumstances, whether similar
              or
              dissimilar, or give rise to, or evidence, any obligation or commitment
              to
              grant any further waiver.


    

     

    
      	8.4      
                	Binding
              Agreement.  This Agreement shall be binding upon and
              inure to the benefit of the Parties and each and all of their respective
              officers, directors, employees, shareholders, agents, attorneys,
              predecessors, successors, assigns, parents, subsidiaries, divisions
              and
              affiliates of any kind, and each of them, as if they were Parties
              hereto.


    

     

    
      	8.5     
                    	Applicable
              Law.  This Agreement shall be governed by and construed
              in accordance with the laws of the State of California applicable to
              contracts made and to be performed in
              California.


    

     

    
      	8.6        
                 	Construction
              of Agreement.  For purposes of construction, this
              Agreement, and each provision or clause of this Agreement, shall be
              deemed
              to have been jointly drafted by both Parties, and any uncertainty or
              ambiguity existing herein, shall not be interpreted against either
              Party,
              but shall be interpreted according to the rules of interpretation of
              contracts.


    

     

    
      	8.7      
                	Headings.  The
              headings in this Agreement are for purposes of reference only and shall
              not limit, enlarge or otherwise affect any term or provision of this
              Agreement.


    

     

    
      	8.8      
                	Severability.  The
              provisions of this Agreement are severable.  If any provision or
              term of this Agreement or its application to any entity or circumstance
              shall be held by a court of competent jurisdiction to be invalid or
              unenforceable, the remainder of this Agreement shall not be affected
              and
              every other provision of the Agreement shall be enforced to the fullest
              extent permitted by law.


    

     

    
      	8.9
                      	Attorneys'
              Fees.  In the event that any Party shall institute any
              action or proceeding against the other relating to the provisions of
              this
              Agreement, or any default hereunder, the Party or Parties not prevailing
              in the action or proceeding shall reimburse the prevailing Party for
              all
              reasonable attorneys' fees and all costs or disbursements incurred
              in
              connection therewith by the prevailing Party including, without
              limitation, any fees, costs or disbursements incurred on any appeal
              from
              the action or proceeding.


    

     

    
      	8.10      
              	Counterparts.  This
              Agreement may be executed simultaneously in one or more counterparts, each
              of which shall be deemed an original, but all of which together shall
              constitute one and the same instrument.  This Agreement may be
              executed and delivered by the exchange of facsimile, .pdf or other
              electronic image file copies of the executed counterpart signature
              pages,
              which shall be considered the equivalent of ink signature pages for
              all
              purposes.


    

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above.

     

    
      	 	
              THE
                BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body
                having
                corporate powers under the laws of the State of
                California

            
	 	
              By:
                /s/ Steve Elliott

              Name:
                Steve Elliott

              Its:
                Managing Director

            
	 	
              BROADVISION,
                INC., a Delaware corporation

            
	 	
              By:
                /s/ Shin-Yuan Tzou

              Name:
                Shin-Yuan Tzou

              Its:
                Chief of Staff