**Exhibit 10.20**

**PATENT LICENSE AGREEMENT**

This Patent License Agreement (this “Agreement”)is entered into as of February 15, 2007 (the “Effective Date”) betweenand among Collaboration Properties, Inc., a Nevada corporation, having officesat 555 Twin Dolphin Drive, Redwood Shores, California 94065****(“CPI”),Avistar Communications Corporation, a Delaware corporation, having offices at555 Twin Dolphin Drive, Redwood Shores, California 94065 (“ACC”) (CPIand ACC are collectively “Avistar”), Tandberg ASA, a Norwegiancorporation, having offices at Philip Pedersens vei 20, 1366 Lysaker, Norway (“TandbergASA”), Tandberg Telecom AS a Norwegian corporation, having offices atPhilip Pedersens vei 20, 1366 Lysaker, Norway (“Tandberg Telecom”),Tandberg, Inc. a Delaware corporation, having offices at 1860 Michael FaradayDr., Suite 250, Reston, VA 20190 (“Tandberg, Inc.”) (Tandberg ASA,Tandberg Telecom and Tandberg, Inc. are collectively “Tandberg”).  Tandberg, on the one hand, and Avistar, onthe other hand, are each a “Party” and collectively the “Parties.”

**RECITALS**

WHEREAS, the Parties are presently involved in the Lawsuits, in whichit has been asserted that (i) ACC infringes certain claims of U.S. Patent Nos.6,621,515; 6,590,603; and 6,584,077, and with respect to which ACC has assertedaffirmative defenses and counterclaims alleging invalidity, unenforceabilityand/or non-infringement, and (ii) Tandberg ASA and Tandberg, Inc. infringecertain claims of U.S. Patent Nos. 5,896,500; 6,212,547; and 5,867,654, and withrespect to which Tandberg ASA and Tandberg, Inc. have asserted affirmativedefenses and counterclaims alleging invalidity, unenforceability and/ornon-infringement;

WHEREAS, Tandberg denies that it does now or has ever committed any actthat would entitle Avistar, under the law of any jurisdiction anywhere in theworld, to any of the relief Avistar is seeking in the Lawsuit against Tandberg;

WHEREAS, Avistar denies that it does now or has ever committed any actthat would entitle Tandberg, under the law of any jurisdiction anywhere in theworld, to any of the relief Tandberg is seeking in the Lawsuit against Avistar;

WHEREAS, the Parties dispute the infringement, validity andenforceability of the Licensed Patents;

WHEREAS, the Parties desire to avoid the time and expense oflitigation, and in compromise of the disputed claims, wish to fully settle theLawsuits and prevent future litigation concerning the Licensed Products, uponthe terms and subject to the conditions set forth below;

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

[***] 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 theomitteed portions represented by [***] have been separately filed with theSecurities and Exchange Commission.

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# **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                                 “Avistar” shallhave the meaning given to this term in the recitals.

## 1.2                                 “Avistar LicensedProducts” shall mean Avistar’s Existing Products and Follow On Products,which are sold by Avistar or its Subsidiaries, or which are manufactured by orfor Avistar or its Subsidiaries and which, absent the license granted toAvistar and its Subsidiaries hereunder, would allegedly infringe, directly orindirectly, a claim of any of the Tandberg Licensed Patents.  For the avoidance of doubt, to the extentthey allegedly infringe any claim of any of the Tandberg Licensed Patents,Avistar Licensed Products include Existing Products and Follow On Productsthereto.

## 1.3                                 “Change of Control”means a transaction or series of related transactions (other than a transactionor series of related transactions effected solely for the purposes of changingthe form or jurisdiction of organization of an entity, or a pledge of assetspursuant to a credit agreement with an unrelated bank, bank group or otherfinancial institution) in which either (i) a party consolidates or merges withor into another Person, or sells, assigns, conveys, transfers, leases orotherwise disposes of all or substantially all of its assets, or any Personconsolidates with, or merges with or into, a party, in each case unless thedirect and indirect holders of aggregate Voting Power of the party immediatelyprior to the transaction or series of related transactions will hold, directlyor indirectly, more than fifty percent (50%) of the aggregate Voting Power ofthe surviving or transferee Person immediately after the transaction or seriesof related transactions; or (ii) any Person or “group” (as such term is used inRule 13d-5 under the United States Securities Exchange Act of 1934) is orbecomes, or has the right to become, the beneficial owner, directly orindirectly, of more than fifty percent (50%) of the total aggregate VotingPower of a party.  Notwithstanding theforegoing, a transaction or series of related transactions shall not constitutea Change of Control to the extent that more than 50% of the Voting Power of thesurviving or transferee Person, as the case may be, is held (i) by the existingmanagement of Parties; or (ii) by a financial investor who does not conduct,does not have any Subsidiary that conducts, and is not a Subsidiary of anyPerson that conducts any manufacture, development, distribution, support ormarketing of any video, communications or networking products; provided,however, that the licenses granted hereunder to or by the acquired party shallnot extend to or from either the financial investor (or any Person owned by thefinancial investor that is used to acquire the acquired party) or any of itsSubsidiaries other than the acquired party and any Subsidiary of suchacquired party.

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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## 1.4                                 “CPI LicensedPatents” shall mean all patents and patent applications and any patentsissuing there from worldwide that have or are entitled to the benefit of afiling date before, on, or within ten (10) years after the Effective Date thatare owned or licensable by CPI, Avistar, or any of their Subsidiaries withoutthe bona fide payment of royalties to an unaffiliated third party.

## 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 between the Parties.

## 1.6                                 “Existing Products”shall mean products, computer software, methods and articles of manufacturethat, as of the Effective Date, either (i) have been made commerciallyavailable by a Party or its Subsidiary; (ii) are under substantial developmentby a Party or its Subsidiary and are made commercially available within twelve(12) months after the Effective Date; or (iii) are bug fixes or errorcorrections to products described in subsection (i) or (ii) above.  For the avoidance of doubt, Existing Productsinclude third party products made commercially available by a Party or itsSubsidiary that meet (i) or (ii) above.

## 1.7                                 “Follow On Products”shall mean Licensed Products (regardless of product name) that are naturalextensions, enhancements, new releases, updates or new versions of ExistingProducts, in all cases primarily and in substantial part based on ExistingProducts.

## 1.8                                 “Lawsuits”shall mean (i) *Collaboration Properties,Inc. vs. Tandberg ASA and Tandberg, Inc.*  (United States District Court for theNorthern District of California; Civ. Action No. 05-1940 (MHP)) and (ii) *Tandberg Telecom AS v. Avistar Communications Corp*.(United States District Court for the Eastern District of Texas; Civ. ActionNo. 2:06-cv-0040-TJW).

## 1.9                                 “Licensed Patents”shall mean the CPI Licensed Patents and Tandberg Licensed Patents.

## 1.10                           “Licensed Products”shall mean the Avistar Licensed Products and Tandberg Licensed Products.

## 1.11                           “Material Business Unit”shall mean a material and substantial business unit that has, among otherthings, all of the following: (i) all of the products for one or more marketsegments, including at least one line of commercially available products; (ii)key employees who develop such products; (iii) patents or other intellectualproperty rights relating to such products; and (iv) tangible assets 

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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## related to such products.  Atransaction involving a Material Business Unit as described herein may be anasset sale (in which case Section 9.3(a) applies) or may be by divestiture of aSubsidiary (in which case Section 9.2(c) applies).

## 1.12                           “Person” shall meanan individual, corporation, partnership, association, trust, incorporatedorganization, governmental authority, other entity or group (as defined inSection 13(d)(3) of the United States Securities Exchange Act of 1934, asamended as of the Effective Date).

## 1.13                           “Subsidiary” means,with respect to a given Party or Person (the “Parent”), any other Personwhere the Parent directly or indirectly owns or controls (i) more than fiftypercent (50%) of the aggregate Voting Power of such other Person, or (ii) incountries where the percentage ownership by a foreign Parent is limited by lawto no more than fifty percent (50%), the maximum percentage of the aggregateVoting Power permitted under applicable law, but in no event less than fortyfive (45%).  A Person shall be deemed tobe a Subsidiary under this Agreement only so long as such ownership or controlexists.  Notwithstanding the foregoing, aSubsidiary of a party shall only be entitled to receive the benefit of thelicenses and covenants granted under this Agreement to its Parent so long assuch party also has (and has not contractually or otherwise forfeited) apercentage economic interest in such Subsidiary at least equal to the minimumpercentage of Voting Power required under (i) or (ii) above, as applicable (“MinimumEconomic Interest”).  It isunderstood that, with respect to a Subsidiary, the Minimum Economic Interest isonly required for purposes of receiving the benefit of licenses and covenantsgranted under this Agreement to its Parent and shall not be construed asrestricting a Subsidiary’s obligation to grant licenses and covenants underthis Agreement.

## 1.14                           “Tandberg” shall havethe meaning given to this term in the recitals.

## 1.15                           “Tandberg LicensedPatents” shall mean all patents and patent applications and any patentsissuing there from worldwide that have or are entitled to the benefit of afiling date before, on, or within ten (10) years after the Effective Date thatare owned or licensable by Tandberg ASA, Tandberg Telecom, Tandberg, Inc. orany of their Subsidiaries without the bona fide payment of royalties to anunaffiliated third party.

## 1.16                           “Tandberg LicensedProducts” shall mean Tandberg’s Existing Products and Follow On Products,which are sold by Tandberg or its Subsidiaries, or which are manufactured forTandberg or its Subsidiaries and which, absent the license granted to Tandbergand its Subsidiaries hereunder, would allegedly infringe, directly orindirectly, a claim of any of the CPI Licensed Patents.  For the avoidance of doubt, to the extentthey allegedly infringe any claim of any of the 

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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## CPI Licensed Patents, Tandberg Licensed Products include ExistingProducts and Follow On Products thereto.

## 1.17                           “Third Party” means aPerson other than a Party or a Subsidiary of a Party to this Agreement.

## 1.18                           “Voting Power” meansthe right to exercise voting power with respect to the election of directors orsimilar managing authority of a Person (whether through direct or indirectbeneficial ownership of shares or securities of such Person or otherwise).

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

## 2.1                                 Avistar LicenseGrant.  Subject to the terms of thisAgreement and the payment pursuant to Section 4 below, Avistar grants toTandberg and its Subsidiaries a perpetual, world wide, non-exclusive, paid uplicense under the CPI Licensed Patents to make, have made, use, import, offerto sell, sell, lease, license, or otherwise transfer (whether directly orthrough resellers or distributors) Tandberg Licensed Products as used alone orin combination with third party products. Without limiting the foregoing, and subject to the terms of thisAgreement, Avistar covenants, on its own behalf and on behalf of itsSubsidiaries, that it will not assert claims of infringement of any of the CPILicensed Patents against Tandberg, its Subsidiaries, [***] of [***] ([***] or[***]), [***] ([***] or [***]), [***] ([***] or [***], including [***] [***])or [***] ([***] or [***]) with respect to any combination of Tandberg’s or itsSubsidiaries’ Existing Products, or Follow On Products thereto.  No license is granted under this Agreementfor any third party products [***].

2.2                                 TandbergLicense Grant.  Subject to the termsof this Agreement, Tandberg grants to Avistar and its Subsidiaries a perpetual,world wide, non-exclusive, paid up license under the Tandberg Licensed Patentsto make, have made, use, import, offer to sell, sell, lease, license, orotherwise transfer (whether directly or through resellers or distributors)Avistar Licensed Products as used alone or in combination with third partyproducts.  Without limiting theforegoing, and subject to the terms of this Agreement, Tandberg covenants, onits own behalf and on behalf of its Subsidiaries, that it will not assertclaims of infringement of any of the Tandberg Licensed Patents against Avistar,its Subsidiaries, [***] of [***] [***] ([***] or [***]), [***] ([***] or[***]), [***] ([***] or [***], including [***]) or [***] ([***] or [***]) withrespect to any combination of Avistar’s or its Subsidiaries’ Existing Products,or Follow On Products thereto.  Nolicense is granted under this Agreement for any third party products [***].

[***] 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 theomitteed portions represented by [***] have been separately filed with theSecurities and Exchange Commission.

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2.3                                 LimitedHave Made Rights. The “have made” rights under the licenses set forth inSections 2.1 and 2.2 only apply when substantially all the designs, workingdrawings or specifications for the respective Licensed Product are owned orlicensed and provided by a Party or its Subsidiary and do not extend to “offthe shelf” products of a Third Party supplier that are made generally availableby such supplier to other Third Parties.

2.4                                 Branding.Either Party shall have the right to sell its products under other brands.

2.5                                 NoSublicense Rights.  Except asprovided in this Section 2, neither Party shall have any right to grant anythird party any sublicense or other rights under the Licensed Patents withoutthe express prior written consent of the other Party.   [***] and its [***] [***], [***] with [***]to [***] under the Licensed Patents [***] as [***] be [***] for the [***] and[***] of, [***] any [***] of, the [***] by [***] thereof.

2.6                                 NoOther Rights.  Each Party reservesall rights not expressly granted to the other Party and its Subsidiaries inthis Agreement.  Without limiting thegenerality 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 either Party or any other Person, other than under the LicensedPatents.

# **3.             Additional Rights**

3.1                                 AvistarRelease of Tandberg. Subject to Section 4 and in consideration for thereleases granted by Tandberg and its Subsidiaries herein, Avistar, individuallyand on behalf of each of its Subsidiaries, officers, directors and employees,irrevocably releases, acquits and forever discharges (and will cause itsSubsidiaries to irrevocably release, acquit and forever discharge) Tandberg andits Subsidiaries which are Subsidiaries as of the Effective Date and theirrespective past, present and future officers, directors, employees, agents,distributors, manufacturers, resellers, dealers, customers (including OEMcustomers), end users, predecessors, successors, assigns, representatives, andattorneys from and against any and all causes of action, actions, rights ofaction, suits, judgments, liens, indebtedness, damages, losses, claims,liabilities, obligations, attorneys’ fees, costs, expenses and demands of everykind and character (i) arising from, included in or relating to the Lawsuits,or (ii) which otherwise accrued against Tandberg or its Subsidiaries prior tothe Effective Date or arises out of any act or alleged act done prior to theEffective Date anywhere in the world, whether known or unknown, suspected orunsuspected, disclosed or undisclosed, up to and as of the Effective Date,including misappropriation of trade secrets, unfair business practices,anticompetitive acts, breach of contract, and infringement of 

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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any CPI LicensedPatents, including Patents asserted by Avistar in the Lawsuits, whether direct,contributory or by inducement, and whether or not willful. 

3.2                                 TandbergRelease of Avistar.  Subject toSection 4 and in consideration for the releases granted by Avistar and itsSubsidiaries herein, Tandberg, individually and on behalf of each of itsSubsidiaries, officers, directors and employees, irrevocably releases, acquitsand forever discharges (and will cause its Subsidiaries to irrevocably release,acquit and forever discharge) Avistar and its Subsidiaries which areSubsidiaries as of the Effective Date and their respective past, present andfuture officers, directors, employees, agents, distributors, manufacturers,resellers, dealers, customers (including OEM customers), end users,predecessors, successors, assigns, representatives, and attorneys from andagainst any and all causes of action, actions, rights of action, suits,judgments, liens, indebtedness, damages, losses, claims, liabilities,obligations, attorneys’ fees, costs, expenses and demands of every kind andcharacter (i) arising from, included in or relating to the Lawsuits, or (ii)which otherwise accrued against Avistar or its Subsidiaries prior to theEffective Date or arises out of any act or alleged act done prior to theEffective Date anywhere in the world, whether known or unknown, suspected orunsuspected, disclosed or undisclosed, up to and as of the Effective Date,including misappropriation of trade secrets, unfair business practices,anticompetitive acts, breach of contract, and infringement of any TandbergLicensed Patents, including Patents asserted by Tandberg in the Lawsuits,whether direct, contributory or by inducement, and whether or not willful.

3.3                                 GENERALRELEASE.  THE RELEASES BETWEEN AVISTARAND TANDBERG IN THIS PATENT LICENSE AGREEMENT INCLUDE AN EXPRESS, INFORMED,KNOWING AND VOLUNTARY WAIVER AND RELINQUISHMENT TO THE FULLEST EXTENT PERMITTEDBY LAW OF RIGHTS UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READSAS FOLLOWS, AND UNDER ANY SIMILAR OR COMPARABLE LAWS ANYWHERE IN THE WORLD:

**A GENERALRELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECTTO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BYHIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.**

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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FOR THE AVOIDANCEOF DOUBT, THIS SECTION SHALL NOT CAUSE THIS AGREEMENT TO BE GOVERNED BYCALIFORNIA LAW.

3.4                                 Dismissalwith Prejudice of N.D. Cal. Action. Within five (5) business days of the Effective Date, Avistar agrees todismiss its infringement allegations in the N.D. Cal. Action against Tandbergwith prejudice, and Tandberg agrees to dismiss its claims, counterclaims,defenses and/or demands with prejudice by filing the stipulated dismissal andorder attached as Attachment A hereto.

3.5                                 Dismissalwith Prejudice of E.D. Tex. Action. Within five (5) business days of the Effective Date, Tandberg agrees todismiss its infringement allegations in the E.D. Tex. Action against Avistarwith prejudice, and Avistar agrees to dismiss its claims, counterclaims,defenses and/or demands with prejudice by filing the stipulated dismissal andorder attached as Attachment B hereto.

3.6                              NoAdmission.    The Parties agree thatthe settlement of the Litigation is intended solely as a compromise of disputedclaims and counterclaims.  Neither thefact of a Party’s entry into this Agreement, nor the fact of the settlement ofLitigation reflected in this Agreement, nor the terms hereof, nor any actsundertaken pursuant hereto shall constitute an admission or concession by anyParty regarding liability or the validity of any claim or counterclaim in theLitigation.

3.7                                 OtherTransactions.  Either Party mayassign, convey, sell, lease, encumber, license, sublicense or otherwisetransfer to a third party any and all of the Licensed Patents it owns providedthat any such transaction is made subject to all rights of and licenses to theother Party and its Subsidiaries arising from this Agreement and shall notimpose any additional obligations on the other Party or any of itsSubsidiaries.

# **4.****                                      Payment**

# 4.1                                 LicensePayment.  In consideration of thelicenses, releases and other rights granted to Tandberg and its Subsidiariesunder this Agreement, Tandberg shall pay to CPI the sum of twelve million U.S.dollars ($12,000,000). Such payment shall be made by electronic funds transferto the account specified by CPI below within five (5) business days of filingand electronic receipt of filing of Attachment A dismissing the N.D. Cal.Action.

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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Banking Information for CPI:

Collaboration Properties, Inc. Operating Account

[***]

[***]

[***]

 

4.2                                 Taxes.  Avistar represents and warrantsthat no withholding taxes shall be deducted from the payment to CPI, asprovided under the US/Norway Tax Treaty (“United States-Norway, Income andProperty Tax Convention, Article 10”).

## **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 or its equivalent under the laws of itsplace of organization;

(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 or a substantial part of its assets, and it is not contemplating taking anyof the foregoing actions; and

(d)                                     allnecessary consents, approvals and authorizations of all regulatory andgovernmental authorities and other Persons required to be obtained by it inconnection with (i) the execution and delivery of this Agreement, (ii) itsgranting of rights and licenses hereunder, and (iii) the performance of itsobligations hereunder have been obtained.

(e)                                      ithas not prior to the Effective Date assigned or transferred to any third partyor encumbered in whole or in part any of the claims which are included in itsrelease in Section 3.

# 5.2                                 Absenceof Patent Warranties.  Nothing inthis Agreement shall be construed (i) as a warranty or representation byeither Party as to the validity, enforceability or scope of any of the claimsof the Licensed Patents, (ii) as a warranty or representation that any LicensedProduct, or anything else made, used, sold, imported or otherwise disposed ofunder the license grant of Section 2 is, or will 

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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# be, free frominfringement of any patents, copyrights, trade secrets, trademarks, or anyother intellectual property or proprietary rights of third parties.

5.3                                 NoObligations. Neither Party shall have any obligation hereunder to instituteany action or suit against any Person for infringement of any of the Licensed Patentsor to defend any action or suit brought by a Person which challenges orconcerns the validity of any of the Licensed Patents.   Neither Party shall have the right toinstitute any action or suit against Persons for infringement of any of theLicensed Patents to which it receives a license under Section 2.  Neither Party is required to file any patentapplication, or to secure any patent or patent rights, or to maintain anypatent in force.

5.4                                 Avistar.  Avistar represents and warrants that CPI isthe true and rightful owner of the CPI Patents asserted against Tandberg in theLitigation.

5.5                                 Tandberg.  Tandberg represents and warrants thatTandberg Telecom is the true and rightful owner of the Tandberg Patentsasserted against Avistar in the Litigation.

# **6.             Bankruptcy**

# Alllicenses and releases granted to a Party and its Subsidiaries under thisAgreement 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 underSection 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 under the U.S. Bankruptcy Code, as amended.  To the extent that similar protections of itsrights are available to the Parties and Subsidiaries 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 that Disputes be resolved expeditiously, amicably and at thelevel within each Party’s organization that is most knowledgeable about thedisputed issue. As a result, the Parties agree that all Disputes will beresolved by the procedure outlined in this Section 7 unless such Dispute isgoverned by a subsequent written agreement signed by authorized representativesof the Parties:

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.

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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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 by mediation or bindingarbitration in accordance with the terms of this Section 7.  Any mediations or arbitrations entered intopursuant to this Section shall beconfidential and subject to the exclusive jurisdiction of the mediator orarbitrators selected in accordance with the terms of this Section.  The Parties expressly waive any right tochallenge the jurisdiction or venue of these mediation or binding arbitrationproceedings.

7.4                                 Inorder that Disputes may be resolved expeditiously, the Parties agree to submitall Disputes within three (3) years of the Effective Date to mediation in SanFrancisco, California before Hon. Judge Edward Infante, the mediator that ismost knowledgeable about the disputed issues. The parties agree to participate in good faith in the mediation andrelated negotiations for a period of 30 days from the date of appointment ofHon. Judge Edward Infante.  The partiesmay enter into an agreement prior to the mediation setting out the proceduresto be used during the mediation.  Theparties will bear the costs of mediation equally, and neither party will callthe mediator as a witness for any purpose in any proceeding, during orsubsequent to the mediation, nor will any party seek access to any documentsprepared for or delivered to the mediator in connection with the mediation orto any records or notes of the mediator. Documents produced in connection with the mediation which are nototherwise discoverable and statements made in connection with the mediationwill not be subject to disclosure through discovery or admissible in anyproceeding. If a Dispute is not settled by mediation in accordance with thisSection 7.4 it shall proceed to arbitration as set forth in Section 7.5.

7.5                                 AnyDispute not settled by mediation or later than three (3) years after theEffective Date shall be resolved bybinding arbitration to be held in New York, New York before three arbitrators(the “Arbitration Agreement”). The arbitration shall be administered by Judicial Arbitration andMediation Services (“JAMS”) pursuant to its Comprehensive ArbitrationRules and Procedures (Streamlined Arbitration Rules and Procedures).  The decisions of the arbitrators shall bebinding and conclusive upon all Parties involved and judgment on the award maybe entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisionalremedies in aid of arbitration from a court of appropriate jurisdiction.  The Parties agree that the losing Party shallbear the cost of the arbitration filing and hearing fees, and the cost of thearbitrators.  Each 

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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Party must bear its own attorney’s fees and associated costs andexpenses.  This Arbitration Agreement shallsurvive (i) termination or changes in the Agreement and (ii) the bankruptcy ofany Party.  Furthermore, this ArbitrationAgreement shall be binding on the Parties’ respective successors and assigns.

7.6                                 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, 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 allhearings. Notwithstanding anything herein to the contrary, the arbitrators willbe required to make specific, written findings of fact and conclusions of law.

7.7                                 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.**             **Term**

## The term of this Agreement shall commence upon the Effective Date andterminate on the date on which the last of the Licensed Patents expires.  The provisions of Sections 1, 3.1, 3.2, 3.3,3.4, 3.5, 5, 6, 7, 8, 9, 10 and 11 shall survive any termination or expirationof this Agreement.

# **9.**             **Change of Control andSubsidiaries**

9.1                                 Changeof Control.  In the event of a Changeof Control of either Tandberg or Avistar resulting in such Party beingcontrolled by some other Person:

(a)           The Licensed Products of the Partysubject to the Change of Control (“Acquired Party”) shall be limited toExisting Products of the Acquired Party and its Subsidiaries at the time of the Change of Control and Follow On Productsthereto.  The licenses granted under thisAgreement shall not apply to Existing Products of (i) any third party involvedin such Change of Control or any of its Subsidiaries (collectively, the “Acquirer”)at the time of the Change of Control or any Follow On Products thereto, or (ii)any Person that is acquired by the Acquirer or any of its Subsidiariessubsequent to the Change of Control, including any Person acquired by theAcquired Party subsequent to the Change of Control.  The Licensed Products of the non-AcquiredParty shall not be limited as a result of the Change of Control of the AcquiredParty.

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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(b)           The licenses and covenants granted byeach of the Parties under this Agreement shall be limited solely to thosePatents owned or licensable by each Party and its Subsidiaries prior to thedate of the Change of Control of such Party.

(c)           A subsequent Change of Control of theAcquired Party shall not be construed as further limiting or expanding thelicenses granted to the Acquired Party. In such event, the Licensed Products of the Acquired Party shall remainlimited to the Existing Products of the Acquired Party and its Subsidiaries atthe time of the initial Change of Control, and Follow On Products thereto, asdescribed in Section 9.1(a) above.

9.2                                 Subsidiaries

(a)           New Subsidiaries.  If a Person becomes a Subsidiary of a Partyafter the Effective Date (“New Subsidiary”), then such New Subsidiaryshall be granted the licenses and covenants set forth in this Agreement.  The Patents of such New Subsidiary shall besubject to the licenses and covenants granted to the other Party and itsSubsidiaries under this Agreement.

(b)           New Parents.  If a Party to this Agreement becomes aSubsidiary or a Material Business Unit (“Controlled Party”) of a ThirdParty (“New Parent”) after the Effective Date, then the LicensedProducts of the New Parent shall remain limited to the Existing Products of theControlled Party and its Subsidiaries at the time of the Change of Control, andFollow On Products thereto, as described in Section 9.1(a) above.

(c)           Former Subsidiaries.  If a Person ceases to qualify as a Subsidiaryof a Party (“Former Subsidiary”), then:

(i)            The licenses and covenants grantedto the Former Subsidiary shall terminate on the date the Former Subsidiaryceases to be a Subsidiary under this Agreement; and

(ii)           The licenses and covenants grantedhereunder to the other Party and its Subsidiaries with respect to patents ofthe Former Subsidiary shall continue until the expiration of each such patent,including patents based on applications filed prior to the date it ceased to bea Subsidiary under this Agreement and related patents; provided, however, thatsuch licenses and covenants shall not extend to patents of the FormerSubsidiary where the Former Subsidiary first acquires rights to such patentsafter the date it ceases to be a Subsidiary under this Agreement.

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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9.3                               Divestitureof Business or Assets

(a)           If a Party or any of its Subsidiariesspins out or transfers a portion of its business or assets such that thespun-out or transferred business or assets are no longer part of a Party or anyof its Subsidiaries under this Agreement, then the licenses and covenantsgranted to such Party under this Agreement shall not extend to such business(or with respect to the products manufactured, distributed, imported, marketed,leased, sold or used by such business) or assets after the spin-out ortransfer.

(b)           If a Party or any of its Subsidiariesassigns or transfers any CPI Licensed Patents or Tandberg Licensed Patents, asapplicable, the licenses and covenants granted to the other Party and itsSubsidiaries with respect to those Patents shall remain in effect, and thetransferring Party or Subsidiary shall enter into a written agreement with thetransferee making any such assignment or transfer expressly subject to thelicenses and covenants set forth in this Agreement.  In the event a Person becomes a Subsidiary ofa Party after the Effective Date (“New Subsidiary”), then such New Subsidiaryshall be granted the licenses and covenants set forth in this Agreement.  The Patents of such New Subsidiary shall besubject to the licenses and covenants granted to the other Party and itsSubsidiaries under this Agreement.

## **10.          Assignment**

## 10.1                           By Either Party.  Except as expressly set forth in thisAgreement, the licenses and covenants not to sue granted herein are notsublicensable or assignable.  Anyassignee must agree in writing to be bound to the terms and conditions of thisAgreement.  Any assignment made incontravention of this Section 10.1 shall be *voidab initio* and of no force or effect. The licenses granted in Section 2 shall not apply to any products orservices that are not Existing Products as of the Effective Date, or Follow OnProducts thereto.

### 10.2                           Binding upon Assignees.  Subject to the foregoing Section 10.1, thisAgreement shall be binding upon, and inure to the benefit of, the legalrepresentatives, successors and permitted assigns of the Parties. Any attemptto assign or delegate all or any portion of this Agreement in violation of thisSection 10 shall be void.

## **11.          General Provisions**

## 11.1                           Expenses of the Parties.  Each Party shall pay its own expensesincurred in connection with the negotiation, execution and performance of thisAgreement, except as specified in Section 7.

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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## 11.2                           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.

## 11.3                           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.

## 11.4                           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:                  | 555 Twin Dolphin Drive             |
|-----------------------------|------------------------------------|
|                        | Redwood Shores, CA 94065           |
|                        | Attention: Chief Financial Officer |
|                        |                               |
| if to ACC:                  | 555 Twin Dolphin Drive             |
|                        | Redwood Shores, CA 94065           |
|                        | Attention: Chief Financial Officer |
|                        |                               |
| if to Tandberg  ASA:        | 1212 Avenue of the Americas        |
|                        | 24th Floor                         |
|                        | New York, NY 10036                 |
|                        | Attention: General Counsel         |
|                        |                               |
| with a copy to:             | Philip Pedersens vei 20            |
|                        | 1366 Lysaker                       |
|                        | Norway                             |
|                        | Attention: Chief Financial Officer |
|                        |                               |
| if to Tandberg  Telecom AS: | 1212 Avenue of the Americas        |
|                        | 24th Floor                         |
|                        | New York, NY 10036                 |
|                        | Attention: General Counsel         |
|                        |                               |
| with a copy to:             | Philip Pedersens vei 20            |
|                        | 1366 Lysaker                       |
|                        | Norway                             |
|                        | Attention: Chief Financial Officer |

 

[***] Portions ofthis exhibit have been omitted pursuant to a request for confidential treatmentfiled pursuant to Rule 24-b-2 promulgated under the Securities Exchange Act of1934, as amended, and the omitteed portions represented by [***] have beenseparately filed with the Securities and Exchange Commission.

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| if to Tandberg,  Inc.: | 1212 Avenue of the Americas |
|------------------------|-----------------------------|
|                   | 24th Floor                  |
|                   | New York, NY 10036          |
|                   | Attention: General Counsel  |
|                   |                        |
| with a copy to:        | 1860 Michael Faraday Dr.    |
|                   | Suite 250                   |
|                   | Reston, VA 20190            |
|                   | Attention: President        |

 

Any notice shall be deemed delivered when placed fordelivery so addressed with charges prepaid. A Party may change its address fornotice by written notice to the other Party.

## 11.5                           Governing Law and Venue.  This Agreement is made and shall be construedin accordance with and any arbitration under Section 7 will be governed by thelaws of the State of New York, without regard to the conflict of lawsprovisions thereof.  Subject to Section7, this Agreement shall be subject to the exclusive jurisdiction of any Federalcourt or, in the absence of Federal jurisdiction, any State court sittingwithin the geographic boundaries of the Southern District of New York.

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

## 11.7                           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.

## 11.8                           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.

## 11.9                           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, except (i) as may be required by law, regulation, or judicial process,or (ii) to outside legal and financial advisors that are subject tonon-disclosure obligations. In the event that a Party believes that thedisclosure of all or any portion of this Agreement is required by applicablelaw, regulation, or judicial process, then the disclosing Party shall notifythe non-disclosing Party one (1) business day prior to any such disclosure.

[***] Portions of this exhibit have been omitted pursuant to a requestfor confidential treatment filed pursuant to Rule 24-b-2 promulgated under theSecurities Exchange Act of 1934, as amended, and the omitteed portionsrepresented by [***] have been separately filed with the Securities andExchange Commission.

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## 11.10                     Press Release. The partiesshall make a joint press release announcement in the form of Attachment C,attached hereto after the execution of this Agreement.  Except as expressly permitted by Section11.9, no other press release, announcement or publication regarding thisAgreement or its existence is permitted by either Party without prior written approvalof the other Party.

# 11.11                     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.

# 11.12                     PartiesAdvised by Counsel. This Agreement has been negotiated between unrelatedParties who are sophisticated and knowledgeable in the matters contained inthis Agreement and who have acted in their own self interest. In addition, eachParty 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.

11.13                     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.

## 11.14                     Entire Agreement and FacsimileExecution.  This Agreement comprisesthe entire agreement between the Parties hereto as to the subject matter hereofand supersedes all prior discussions, agreements and understandings, written ororal, between them relating thereto. This Agreement may be executed in counterparts and via facsimile andsuch counterparts shall be treated as an original or when signed, viafacsimile, by both Parties; nevertheless, any one of the Parties may requirethe follow-up exchange of originals in hardcopy by so requesting in writingwithin five (5) days of counterpart or facsimile execution.

11.15                     FurtherActs.  Each Party to this Agreementagrees to perform any further acts and to cause its Subsidiaries to performsuch further acts, and execute and deliver and to cause its Subsidiaries toexecute and deliver any further documents that may be reasonably necessary tocarry out the provisions of this Agreement.

[***] 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 theomitteed portions represented by [***] have been separately filed with theSecurities and Exchange Commission.

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IN WITNESS WHEREOF, the Parties hereto have causedthis Agreement to be signed below by their respective duly authorizedrepresentatives.
| **COLLABORATION PROPERTIES, INC.**     | **TANDBERG ASA**        |
|----------------------------------------|-------------------------|
| ** **                             | ** **              |
| ** **                             | ** **              |
| By:                                    | [***]                   |   | By: | [***] |   |
|                                   |                    |   |   |   |   |
| Name:                                  | [***]                   |   | Name: | [***] |   |
|                                   |                    |   |   |   |   |
| Title:                                 | [***]                   |   | Title: | [***] |   |
|                                   |                    |   |   |   |   |
| Date:                                  | February 14,  2007 |   | Date: | February 15,  2007 |   |
|                                   |                    |   |   |
|                                   |                    |   |   |
| **AVISTAR COMMUNICATIONS CORPORATION** | **TANDBERG TELECOM AS** |
| ** **                             | ** **              |
| ** **                             | ** **              |
| By:                                    | [***]                   |   | By: | [***] |   |
|                                   |                    |   |   |   |   |
| Name:                                  | [***]                   |   | Name: | [***] |   |
|                                   |                    |   |   |   |   |
| Title:                                 | [***]                   |   | Title: | [***] |   |
|                                   |                    |   |   |   |   |
| Date:                                  | February 14,  2007 |   | Date: | February 15,  2007 |   |
| ** **                             |                    |
| ** **                             | ** **              |
| ** **                             | **TANDBERG, INC.**      |
| ** **                             | ** **              |
| ** **                             | ** **              |
|                                   |                    |   | By: | [***] |   |
|                                   |                    |   |   |   |   |
|                                   |                    |   | Name: | [***] |   |
|                                   |                    |   |   |   |   |
|                                   |                    |   | Title: | [***] |   |
|                                   |                    |   |   |   |   |
|                                   |                    |   | Date: | February 15,  2007 |   |

 

[***] Portions of thisexhibit have been omitted pursuant to a request for confidential treatmentfiled pursuant to Rule 24-b-2 promulgated under the Securities Exchange Act of1934, as amended, and the omitted portions represented by [***] have beenseparately filed with the Securities and Exchange Commission.

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Attachment A

Dismissal of N.D.Cal. Action

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Attachment B

Dismissal of E.D.Tex. Action

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Attachment C

Press Release

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