**Exhibit 10.15**

**PATENT LICENSE AGREEMENT**

This Patent License Agreement (this “Agreement”) isentered into as of May 15, 2006 (the “Effective Date”) by and betweenCollaboration Properties, Inc., a Nevada corporation, having offices at 555Twin Dolphin Drive, Redwood Shores, California 94065****(“CPI”),Avistar Communications Corporation, a Delaware corporation, having offices at555 Twin Dolphin Drive, Redwood Shores, California 94065 (“AVISTAR”), SonyCorporation, a Japanese corporation, having offices at 6-7-35 Kitashinagawa,Shinagawa-ku, Tokyo 141-0001, Japan,  (“SONY”)and Sony Computer Entertainment, Inc, a Japanese corporation having offices at 2-6-21Minami-Aoyama, Minato-ku, Tokyo 107-0062 Japan, (“SCEI”). SONY and SCEIand CPI and AVISTAR are each jointly a “Party” and collectively the “Parties.”

**RECITALS**

WHEREAS, CPI is the owner of the Licensed Patents andis willing to grant a nonexclusive license under the Licensed Patents to SONYand its Affiliates under the terms and conditions set forth herein; and

WHEREAS, SONY and its Affiliates desire a nonexclusivelicense under the Licensed Patents subject to the terms and conditions setforth herein.

NOW, THEREFORE, in consideration of the mutualcovenants, agreements and undertakings set forth herein, the parties agree asfollows:

# **1.**             **Definitions**

# The following capitalizedterms used in this Agreement shall have the following meanings.  The use of singular shall include the pluraland vice versa, where appropriate:

## 1.1                                 “Affiliate”shall mean a Person that is under Control of SONY including, withoutlimitation, SCEI and the affiliates of SCEI under the Control of SCEI.

## 1.2                                 “Building LocalExchange Carrier System” shall mean a multi-tenant building videonetworking system that provides building-internal video networks and servicesin office towers, industrial parks, hotels, and apartment complexes. Such asystem may include access to broadband carriers, building-internal switches,building internal video storage servers, and building-internal multipointcontrol units.  

## 1.3                                  “Control”shall mean the ownership, directly or indirectly, of at least fifty percent(50%) of the voting securities or other ownership interest of a Person or, withrespect to a limited partnership or other similar Person, its general partner orcontrolling Person.  A Person shall be anAffiliate only so long as such control exists.

## 1.4                                 “Data-ProtocolTransmission Carrier System” shall mean a digital transmission systemutilizing data communications protocols as replacements for telephony time-divisiontransmission formats.

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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## 1.5                                 “Disputes”shall mean any action, dispute, claim or controversy of any kind, including,without limitation, issues of patent infringement and claim coverage, whetherin contract or tort, statutory or common law, legal or equitable, now existingor hereafter arising under or in connection with, or in any way pertaining to,this Agreement.

## 1.6                                 “Instant MessagingSystem” shall mean system that provides instant messaging call initiation,login-based call routing, and presence indication. Such a system may beimplemented in hardware, software, or a combination thereof.

## 1.7                                 “Licensed Patents”shall mean all patents and patent applications and any patents issuing therefromworldwide that have or are entitled to the benefit of a filing date on orbefore January 1, 2006 that are owned or licensable by CPI without the bonafide payment of royalties or other consideration to an unaffiliated thirdparty, including but not limited to, the patents listed on Appendix A hereto.

## 1.8                                 “Licensed Products”shall mean any products of SONY and its Affiliates which are sold by SONY orits Affiliates which are covered directly or indirectly by one or more claimsof the Licensed Patents which, absent the license granted to SONY and itsAffiliates hereunder, would directly or indirectly infringe a claim of any ofthe Licensed Patents.  [***] the [***],[***] to the [***] that they are [***] Video Conferencing Systems made, used,sold, offered for sale, imported or otherwise distributed by SONY or itsAffiliates, [***] shall [***], [***] or [***], [***], [***], [***], [***], and[***].  Licensed Products shall not meanany third party software bundled or used with laptop personal computers with anintegrated camera.

## 1.9                                 “Metropolitan AreaNetwork System” shall mean a networking system that provides interbuildingcommunications and services in a local geographical region utilizing cableplant. Such a system may include a multimedia central office, access tobroadband carriers, switches, multiplexers, routers, video storage servers, andmultipoint control units.

## 1.10                           “Person” shall meanan individual, corporation, partnership, association, trust, incorporatedorganization, governmental authority, other entity or group (as defined inSection 13(d)(3) of the Exchange Act of 1934, as amended as of the EffectiveDate).

## 1.11                           “PlayStation Products”shall mean [***] to be marketed asPLAYSTATION [***] and [***] thatincorporate software that enables a Video Conferencing System and which arecovered directly or indirectly by one or more claims of the Licensed Patentswhich, absent the license granted to SONY and its Affiliates hereunder, woulddirectly or indirectly infringe a claim of any of the Licensed Patents.

## 1.12                           “Video ConferencingSystem” shall mean a system having two or more endpoints, each endpointdesigned to work with other endpoints through network or other connections toimplement a two-way video and audio conference. Such a system comprises asupport for active use of a network connection, video and audio codecfunctions, a processor for implementing at least connection control functions,and may be implemented in hardware, software, or a combination thereof. Such asystem 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, graphicaluser interface capabilities, directories or databases of user information,directories or databases of the capabilities of remote equipment,

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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##                                                 multi-pointcapabilities, and data conferencing capabilities. Such a system may beimplemented in a manner conducive to desktop operation, meeting room operation,or both.

## 1.13                           “Video Call ManagementSystem” shall mean a system designed to work with Video ConferencingSystems through network connections or other equipment to initiate a video andaudio conference with two or more participants. Such a system comprises atleast connection control functions, and may be implemented in hardware,software, or a combination thereof. Such a system may additionally comprise oneor more of graphical user interface capabilities, remote disconnectcapabilities, remote hold capabilities, directories or databases of userinformation, directories or databases of the capabilities of remote equipment.Such a system may be implemented as a component of a Video Conferencing System.

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

## 1.15                           “Voice Over InternetProtocol System” shall mean two-way voice telephony communicationsutilizing data communications protocols.

# **2.**                                      **Grant of Rights**

## 2.1                                 License Grant.  Subject to the terms of this Agreement andthe payment pursuant to Section 4 below, CPI grants to SONY and its Affiliatesincluding, without limitation, SCEI and the affiliates of SCEI under theControl of SCEI a world wide, non-exclusive, license under the Licensed Patentsto make, have made use, import, offer to sell, sell, lease, license, orotherwise transfer (whether directly or through resellers or distributors) orexport Licensed Products.

## 2.2                                 No[***] Rights.  Except as may beexpressly set forth in this Agreement, SONY or any of its Affiliates shall have[***] to grant any third party any [***] or [***] under the Licensed Patents [***]the [***] prior [***] of [***].   [***] the[***], SONY and its Affiliates [***] personal, [***] with no [***] to [***] further[***] under the Licensed Patents [***] as [***] be [***] for the [***] and [***]of or [***] to, but [***] any [***] of, the [***] by [***] thereof and withoutany [***] to [***] or [***] the [***] with any item or product (hardware orsoftware) [***] a [***].

## 2.3                                 No Other Rights.  CPI reserves all rights not expressly grantedto SONY and its Affiliates in this Agreement. Without limiting the generality of the foregoing sentence,  noright or license is granted herein under any intellectual property (includingunder any patent, copyrights, trademarks, mask work rights, or trade secretrights) of CPI or any other Person, other than under the Licensed Patents.

# **3.             Additional Rights**

## 3.1                                 [***] by [***].  [***] grants to [***] and its Affiliates apersonal and non-transferable [***] [***] or [***] any [***] or other [***] for[***].

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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##                                                 ofthe [***] against [***] and its Affiliates and its and their respectivehardware manufacturers, distributors, customers and users, mediate andimmediate for any and all [***] of [***] for selling, bundling or using thirdparty software in association with products made by or for [***] and its [***].  [***] specifically [***] its right to [***]its [***] and other [***] the [***] and [***] of such [***] party [***].

3.2                                 CPIand AVISTAR Release for Infringement. Subject to the payment set forth inSection 4.1, CPI and AVISTAR, individually and on behalf of each of their affiliatesand subsidiaries, as releasors, irrevocably releases SONY, its Affiliates whichare Affiliates as of the Effective Date and its and their respectivedistributors, customers and users, mediate and intermediate, from any and allclaims of (i) infringement of CPI’s Licensed Patents which claims are based onacts, which, had they been performed after the Effective Date would have beenlicensed under this Agreement and (ii) for all past and future claims ofinfringement, whether known or unknown, for any product other than the Licensed Products that has been offered forsale by SONY or its Affiliates on or before the Effective Date, and any [***] tothe [***] that [***] and [***] already [***] by [***] or its Affiliates [***] offered[***] on or [***] the [***]. CPI and AVISTAR specifically reserve the right toassert its patents and other rights against third party suppliers of hardwareand software employed in such products AVISTAR, on behalf of itself and its affiliates, agrees [***] to [***] an[***] or [***] the [***] of [***] and its [***] anytime [***] to [***].  However, SONY, on behalf of itself and its Affiliatesagrees that any [***] that [***] or its [***] would have[***] to [***] they [***] against [***] or its [***]onthe [***] shall be [***], and [***] or its [***] will [***]any [***]asbeing [***] in any [***] or other [***] to [***].

3.3                                 SONYRelease for Infringement.  SONY, asreleasor, on behalf of itself and its Affiliates, which are Affiliates as ofthe Effective Date, irrevocably releases AVISTAR, and its affiliates which areunder its Control as of the Effective Date and its and their respectivedistributors, customers and users from any and all claims for all past andfuture claims of patent infringement, whether known or unknown, under [***] forany Video Conferencing System product that has been offered for sale by AVISTARor by such affiliates on or before the Effective Date;.  SONY specifically reserves the right to assertits patents and other rights against third party suppliers of hardware andsoftware employed in such products,. SONY, on behalf of itself and itsAffiliates as of the Effective Date, represents and warrants that it has noknowledge of any infringement of patents owned or licensable by SONY or itsAffiliates by products offered for sale by AVISTAR or such affiliates on orbefore the Effective Date, except for those patents that are essential tostandardized technology included in such products such as, for example, videoand audio codecs, and that it has no present intent to initiate an infringementsuit or other action against AVISTAR or any of its affiliates for any productsoffered for sale by AVISTAR or such affiliates on or before the Effective Date.SONY, on behalf of itself and its Affiliates, agrees [***] to [***] an [***] or[***] the [***] of [***] and its [***] anytime [***] to [***], except underthose patents that are essential to standardized technology included in suchproducts.  However, AVISTAR, on behalf of itself andits affiliates agrees that any [***] that [***] or its [***] wouldhave [***] to [***] they [***] against [***] or its [***] on the [***] shall be [***] [***], and [***] or its [***] will [***] any [***] as being [***] of [***] in any [***] or other [***] to [***].

3.4                                 OtherTransactions.  CPI may assign,convey, sell, lease, encumber, license, sublicense or otherwise transfer to athird party any and all of the Licensed Patents provided that any such

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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                                                transactionis made subject to all rights and licenses of SONY and its Affiliates arisingfrom this Agreement and shall not impose any additional obligations on SONY orany of its Affiliates. To the extent that any of the Licensed Patents areassigned, conveyed, sold, leased, encumbered, licensed, sublicensed orotherwise transferred to a third party by CPI or a successor in interest, suchthird party shall agree that it will stand in the stead of CPI, or anysuccessor in interest, with regard to the covenant not to sue granted inSection 3.1 and the release granted in Section 3.2.

# **4.             Payments**

## 4.1                                 License Payments.  In partial consideration of the licenses,releases and other rights granted to SONY and its Affiliates under thisAgreement, SONY shall pay to CPI five million United States dollars($5,000,000). Such payment shall be made within twenty (20) days after thereceipt of any required documents under the amended US/Japan Tax Treaty (“Conventionbetween the Government of Japan and the Government of the United States ofAmerica for the Avoidance of Double Taxation and the Prevention of FiscalEvasion with Respect to Taxes on Income”) or the Effective Date whicheveroccurs later by electronic funds transfer to an account specified in by CPIbelow.  SCEI, shall also pay a royalty of[***] for each [***], [***], [***], sold, [***] or otherwise [***] by SCEI, itsAffiliates, SONY and other SONY Affiliates in the United States, [***], [***],[***], [***], and [***]. However, only one royalty shall ever be payable on anyone particular unit of [***].  Further, [***]shall only be [***] based upon [***] in any [***] identified [***] for [***] asthere [***] an [***], [***] Licensed Patent in [***].

                Banking Information forCPI:

[***]

[***]

[***]

[***]

##                                                 4.1(a)      On [***] of every calendar year during theterm of this Agreement, [***] shall send a notice to [***], at the addressnoted in Section 10.4, providing an [***] of its then [***] and [***],identified by [***], that it [***] may be [***] by [***].

4.2                                 [***]Unit Reporting.  During the Term ofthis Agreement, SCEI shall furnish to CPI a written [***] report within [***]after [***] and [***] of each calendar year showing, on a country-by-countrybasis the number of [***] for which royalties are due during the reportingperiod and the royalties payable in U.S. dollars which shall have accruedhereunder in respect of such sales. If no royalty is due for any royaltyperiod, SCEI shall so report. The report will be certified in writing asaccurate by an authorized responsible employee of SCEI. The receipt oracceptance by CPI of any royalty report or royalty payment shall not preventCPI from subsequently challenging the validity or accuracy of such report orpayment but solely if such challenge is made within [***] of the date [***] or [***]was 

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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                                                [***]by [***]. The above report shall be regarded as SCEI’s highly confidentialinformation and CPI agrees that it shall not disclose it to any third party orto use it for any purpose other than determining whether SCEI has complied withits obligations under, and enforcing the terms of, this Agreement, and CPIagrees to protect such confidential information at least to the same extent itprotects its own similar highly confidential information.

4.3                                 RoyaltyPayments. Royalties shown to be due by a royalty report shall be paid bySCEI with the issuance of such royalty report. Payments of royalties will be made in U.S. Dollars, by wire transfer toan account specified in writing by CPI. Payments not received when due shall accrue interest from the due dateat the lesser of (a) [***] per month, or (b) the maximum interest ratepermitted by applicable laws.   Theforegoing accrual of, and obligation to pay, interest shall not affect CPI’sright to terminate this Agreement in accordance with Section 8 below.

4.4                                 AuditRights. Upon at least [***] prior written notice by CPI, SCEI shall permita certified, independent public accountant selected by CPI to have accessduring normal business hours, at SCEI’s premises, to such of the records ofSCEI as may be reasonably necessary to verify the accuracy of the royaltyreports hereunder. CPI may make such requests not more than [***] in anycalendar year and such requests may not include any periods outside of [***] priorto the date of the audit. In the event such accountant concludes thatadditional royalties are owed or royalties were overpaid during the auditperiod, the additional royalty or overpaid amount shall be paid or reimbursed,respectively, within [***] of the date CPI delivers to SCEI the accountant’swritten report so concluding, together with interest calculated in the mannerprovided by Section 4.3. CPI shall deliver the accountant’s report to SCEIwithin [***] of receipt. The fees charged by such accountant shall be paid byCPI unless the audit discloses that the royalties payable by SCEI for theaudited period are at least [***] more than the royalties actually paid for theaudit period, in which case SCEI shall pay all reasonable fees and expensescharged by the accountant.

## 4.5                                 Taxes.  No withholding taxes shall be deducted fromany payments if CPI has timely provided all documents to SCEI and SONY that arerequired to avoid withholding taxes being deducted from the payments prior tosuch payment being made, including a US Resident Certificate issued by theUnited States Internal Revenue Service to the Owner, that are required underthe amended US/Japan Tax Treaty (“Convention between the Government of Japanand the Government of the United States of America for the Avoidance of DoubleTaxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income”).

## **5.****                                                                                      Warrantiesand Representations**

5.1                                 General.Each Party represents and warrants to the other Party as of the Effective Datethat:

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

(b)            it has the authority to (i) enterinto this Agreement, (ii) extend the rights, licenses and sublicenses grantedto the other Party under this Agreement, and (iii) undertake and fully performits obligations under this Agreement;

(c)            it is not subject to a petition forrelief under any bankruptcy legislation, it has not made an assignment for thebenefit of creditors, it is not subject to the appointment of a receiver forall

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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or a substantialpart of its assets, and it is not contemplating taking any of the foregoingactions; and

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

# 5.2                                 [***]of [***].  [***] in this Agreementshall be [***] (i) as a [***] or [***] by CPI as to the [***], [***] or [***]of any of the [***] of the [***], (ii) as a [***] or [***] by [***] or its [***]as to the [***], [***] or [***] of any of the [***] of [***] [***] and [***],or (iii) as a [***] or [***] that any [***], or anything else made, used, sold,imported or otherwise disposed of under the license grant of Section 2 [***],or [***], [***] from [***] of any [***], [***], trade secrets, trademarks, orany other intellectual property or proprietary rights of [***].

5.3                                 NoObligations. CPI shall have no obligation hereunder to institute any actionor suit against any Person for infringement of any of the Licensed Patents orto defend any action or suit brought by a Person which challenges or concernsthe validity of any of the Licensed Patents. SONY and its Affiliates shall haveno right to institute any action or suit against Persons for infringement ofany of the Licensed Patents. CPI is not required to file any patentapplication, or to secure any patent or patent rights, or to maintain anypatent in force.  SONY or its Affiliatesshall have no obligation hereunder to institute any action or suit against anyPerson for infringement of [***] or [***] or to defend any action or suitbrought by a Person which challenges or concerns the validity of [***] or [***].CPI and its Affiliates shall have no right to institute any action or suitagainst Persons for infringement of [***] and [***]. SONY or its Affiliates arenot required to file any patent application, or to secure any patent or patentrights, or to maintain any patent in force.

5.4                                 PatentRights.  AVISTAR represents andwarrants that it has, either directly or through third parties, assigned allownership rights, including the right to grant licenses, in any patents relatedto any aspect of video conferencing or Video Conferencing Systems that havebeen filed or owned by or assigned to AVISTAR at any time prior to theEffective Date  to CPI.

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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# **6.             Bankruptcy**

# All licenses and releases granted to a Party and itsAffiliates under this Agreement are deemed to be, for the purpose of Section365(n) of the U.S. Bankruptcy Code, licenses of rights to intellectual propertyas defined under Section 101 of the U.S. Bankruptcy Code, as amended.  The Partiesagree that any Party who is a licensee or beneficiary of such rights under thisAgreement, shall retain and may exercise all of its rights and elections underthe U.S. Bankruptcy Code, as amended.  To the extent that similar protections of itsrights are available to the Parties and Affiliates in foreign jurisdictions,the Parties agree that they shall be entitled to retain and exercise all suchrights.

**7.             Disputes**

It is the intentof the Parties and subject to the termination provisions of this Agreement,that disputes be resolved expeditiously, amicably and at the level within eachParty’s organization that is most knowledgeable about the disputed issue. As aresult, the Parties agree that all disputes arising under this Agreement willbe resolved by the procedure outlined in this Section 6:

7.1                                 Thecomplaining Party will notify the other Party in writing of the dispute, andthe non-complaining Party will exercise good faith efforts to resolve thematter as expeditiously as possible.

7.2                              Inthe event that such matter remains unresolved thirty (30) days after thedelivery of the complaining Party’s written notice, a senior representative ofeach Party will meet or participate in a telephone conference call within five(5) business days, or as soon as practicable but no later than thirty (30)days, of a request for such a meeting or conference call by either Party toresolve the Dispute.

7.3                                 Ifthe Parties are unable to reach a resolution of the dispute after following theabove procedure, any Dispute will be resolved exclusively by bindingarbitration in accordance with the terms of this Section 7.

7.4                              Any arbitration proceedings shall beconfidential, and shall be held in San Francisco, California before threearbitrators (the “Arbitration Agreement”). The arbitration shall be administered by JAMS pursuant to itsComprehensive Arbitration Rules and Procedures (Streamlined Arbitration Rulesand Procedures).  The decisions of thearbitrators shall be binding and conclusive upon all Parties involved andjudgment on the award may be entered in any court having jurisdiction.  This clause shall not preclude the Partiesfrom seeking provisional remedies in aid of arbitration from a court ofappropriate jurisdiction.  The Partiesagree that they shall share equally the cost of the arbitration filing andhearing fees, and the cost of the arbitrator. Each Party must bear its own attorney’s fees and associated costs andexpenses.  This Arbitration Agreementshall survive (i) termination or changes in the Agreement and (ii) thebankruptcy of any Party.  Furthermore,this Arbitration Agreement shall be binding on the Parties’ respectivesuccessors and assigns.  If any portionof this Arbitration Agreement is deemed invalid or unenforceable, the remainingportions shall nevertheless remain in force.

7.5                              Arbitratorsmust be active members of the Bar of a U.S. state or retired judges of thestate or federal courts, with expertise in the substantive laws, includingpatent law and licensing law,

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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                                                applicableto the subject matter of the dispute. Any dispute will be decided by majorityvote of a panel of three arbitrators; provided however, that all threearbitrators must actively participate in all hearings. Notwithstanding anythingherein to the contrary, the arbitrators will be required to make specific,written findings of fact and conclusions of law.

7.6                                 Tothe maximum extent practicable, JAMS, the arbitrators and the Parties will takeall action required to conclude any arbitration proceeding within one hundredand eighty (180) days of the filing of the dispute with JAMS. No arbitrator orother party to an arbitration proceeding may disclose the existence, content orresults thereof, except for disclosures of information by a Party required inthe ordinary course of its business or by applicable law or regulation.

# **8.**             **Termination**

## 8.1                                 Term.  Subject only to the provisions of Sections8.2 and 8.3 below, the term of this Agreement shall commence upon the EffectiveDate and terminate on the date on which the last of the Licensed Patentsexpires (the “Term”).  Upon anytermination or expiration of this Agreement, SONY shall be required to pay CPIfor royalties due under this Agreement up through the effective date oftermination or expiration, in accordance with the payment schedules set forthherein. The provisions of Sections 1, 3.2, 3.3, 4.4, 4.5, 5, 6, 7, 9 and 10shall survive any termination or expiration of this Agreement.

8.2           Material Breach. If a Party:

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

(b) materially breaches this Agreement in a manner that can be curedand such breach remains uncured for thirty (30) days following written noticeof breach by the other Party.

## 8.3                                 Terminationby the Non-Breaching Party.  In theevent of a Material Breach, as defined by Section 8.2, the non-breaching Partymay terminate this Agreement thirty (30) days following written notice to thebreaching Party.

## 8.4                                 Termination byMutual Agreement.  Nothing containedherein shall serve to prevent or be interpreted as preventing the Parties frommutually agreeing at any time to the termination of this Agreement in whole orin part, without penalties or with reduced penalties, with the consequences ofsuch termination to be agreed to by the Parties

## **9.             Assignment**

## 9.1                                 By CPI. CPI mayassign any or all of its rights under this Agreement to any Person who agreesin writing to be bound to the terms and conditions of this Agreement uponnotice to SONY and SCEI. CPI agrees that any assignment of any of the LicensedPatents shall be made subject to the terms and conditions of this Agreement.

### 9.2                                 Binding uponAssignees.  This Agreement shall bebinding upon, and inure to the benefit of, the legal representatives,successors and permitted assigns of the Parties. Any attempt to assign ordelegate all or any portion of this Agreement in violation of this Section 8shall be void.

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant to Rule 24-b-2promulgated under the Securities Exchange Act of 1934, as amended, and theomitted portions represented by [***] have been separately filed with theSecurities and Exchange Commission.

 

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## **10.          General Provisions**

## 10.1                           Expenses of the Parties.  Each Party shall pay its own expensesincurred in connection with the negotiation, execution and performance of thisAgreement.

## 10.2                           Waiver.  No term or provision hereof will beconsidered waived by either Party, and no breach excused by either Party,unless such waiver or consent is in writing and signed by an authorizedrepresentative on behalf of the Party against whom the waiver is asserted.  No consent by either Party to, or waiver of,a breach by either Party, whether express or implied, will constitute a consentto, waiver of, or excuse of any other different or subsequent breach by eitherParty.

## 10.3                           Amendment andModification.  This Agreement may beamended, modified and/or supplemented only by means of a written amendment,signed by the authorized representatives of the Parties, which specificallyrefers to this Agreement.

## 10.4                           Notices.  Any notice to any Party hereto given pursuantto this Agreement shall be in writing and given by reputable overnight courierhaving an established tracking capability addressed as follows:

if to CPI:                                                 [***]

                                                                [***]

                                                                [***]

if to SONY:                                             [***]

                                                                [***]

                                                                [***]

                                                                 [***]

if to SCEI                                               [***]

                                                                [***]

                                                                [***]

                                                                [***]

if to AVISTAR                                      [***]

                                                                [***]

                                                                [***]

Any notice shall be deemed delivered when placed for delivery so addressed withcharges prepaid. A Party may change its address for notice by written notice tothe other Party.

## 10.5                           GoverningLaw and Venue.  This Agreement ismade and shall be construed in accordance with and any arbitration underSection 7 will be governed by the laws of the State of California, withoutregard to the conflict of laws provisions thereof.  This Agreement shall be subject to theexclusive jurisdiction of any Federal court or, in the absence of Federaljurisdiction, any State court sitting within the geographic boundaries of theNorthern District of California,

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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## 10.6                           Headings.  Headings are supplied herein for convenienceonly and shall not be deemed a part of this Agreement for any purpose.

## 10.7                           Counterparts.  This Agreement may be executed in any numberof counterparts, each of which shall be deemed an original for all purposes,but all of which together shall constitute one and the same instrument.

## 10.8                           Severability.  If any term or provision of this Agreement orthe application thereof to any person or circumstances shall to any extent beinvalid or unenforceable, the remainder of this Agreement or the application ofsuch terms or provisions to persons or circumstances other than those as towhich it is invalid or unenforceable, shall not be affected thereby and eachterm and provision of this Agreement shall be valid and enforceable to thefullest extent permitted by law.

## 10.9                           Confidentiality.  Except as may be required by law orregulations, neither Party shall disclose any of the terms, conditions or otherprovisions of this Agreement without the prior written consent of the otherParty. In the event of such required disclosure, the disclosing Party shallprovide advance notice to the other Party and take all reasonable steps toobtain a protective order or confidential treatment for this Agreement.

## 10.10                     Press Release. SONY agreesthat CPI may make a press release announcement in the form of Appendix B,attached hereto after the execution of this Agreement.  No other press release regarding thisAgreement is permitted by either Party without prior written approval of theother Party.

# 10.11                     ConsequentialDamages.  IN NO EVENT WILL EITHERPARTY BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL ORCONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OFLIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT.  THIS LIMITATION WILL APPLY EVEN IF A PARTYHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOT WITHSTANDING ANYFAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

# 10.12                     PartiesAdvised by Counsel. This Agreement has been negotiated between unrelatedParties who are sophisticated and knowledgeable in the matters contained inthis Agreement arid who have acted in their own self interest. In addition,each Party has been represented by legal counsel. This Agreement shall not beinterpreted or construed against any Party to this Agreement because that Partyor any attorney or representative for that Party drafted or participated in thedrafting of this Agreement.

10.13                     Compliance.The Parties shall comply with all national, state and local laws (includingregulations, orders and ordinances) now or hereafter enacted, of anyjurisdiction in which performance occurs or may occur hereunder. Withoutlimitation, each Party hereby acknowledges that the rights and obligations ofthis Agreement are subject to the laws and regulations of the United Statesrelating to the export of products and technical information, and it shallcomply with all such laws and regulations.

## 10.14                     Entire Agreement and FacsimileExecution.  This Agreement comprisesthe entire agreement between the Parties hereto as to the subject matter hereofand supersedes all prior discussions, 

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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##  

##                                                 agreementsand understandings, written or oral, between them relating thereto.  This Agreement may be executed incounterparts and via facsimile and such counterparts shall be treated as an

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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## original or when signed, via facsimile, by both Parties; nevertheless,any one of the Parties may require the follow-up exchange of originals inhardcopy by so requesting in writing within five (5) days of counterpart orfacsimile execution.

IN WITNESS WHEREOF, the Parties hereto have causedthis Agreement to be signed below by their respective duly authorizedrepresentatives.
| **COLLABORATION PROPERTIES, INC.**      | ** ** | **SONY CORPORATION**                  |   |
|-----------------------------------------|------------|---------------------------------------|--------|
| ** **                              | ** ** | ** **                            |   |
| By:                                     |       | [***]                                 |   | By: |   | [***] |
| Name:                                   |       | [***]                                 |   | Name: |   | [***] |
| Title:                                  |       | [***]                                 |   | Title: |   | [***] |
| Date:                                   |       | 6/30/06                               |   | Date: |   | 7/14/06 |
|                                    |       |                                  |   |   |   |   |
| **AVISTAR COMMUNICATIONS  CORPORATION** |       | **SONY COMPUTER ENTERTAINMENT,  INC** |   |
| ** **                              |       | ** **                            |   |
| By:                                     |       | [***]                                 |   | By: |   | [***] |
| Name:                                   |       | [***]                                 |   | Name: |   | [***] |
| Title:                                  |       | [***]                                 |   | Title: |   | [***] |
| Date:                                   |       | 7/3/06                                |   | Date: |   | 7/14/06 |
|                                         |            |                                       |        |  |  |  |  |

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

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**AppendixA**

** **
| **Ref. No.** | ** ** | **Patent  Number** | ** ** | **Title of the  Invention** |
|--------------|------------|--------------------|------------|-----------------------------|
| 1            |       | [***]              |       | [***]                       |
| 2            |       | [***]              |       | [***]                       |
| 3            |       | [***]              |       | [***]                       |
| 4            |       | [***]              |       | [***]                       |
| 5            |       | [***]              |       | [***]                       |
| 6            |       | [***]              |       | [***]                       |
| 7            |       | [***]              |       | [***]                       |
| 8            |       | [***]              |       | [***]                       |
| 9            |       | [***]              |       | [***]                       |
| 10           |       | [***]              |       | [***]                       |
| 11           |       | [***]              |       | [***]                       |

 

[***]  Portions of this exhibit have been omittedpursuant to a request for confidential treatment filed pursuant toRule 24-b-2 promulgated under the Securities Exchange Act of 1934, asamended, and the omitted portions represented by [***] have been separatelyfiled with the Securities and Exchange Commission.

 

 

** **

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