**EXHIBIT10.159****EXCLUSIVE LICENSE AGREEMENT**This Exclusive License Agreement (“Agreement”) is entered into by and between VersoTechnologies, Inc. (“Verso”), a Minnesota corporation having a principal place of business at 400Galleria Parkway, Suite 200, Atlanta, GA 30339, Telemate.net Software, Inc. (“Licensor”), aGeorgia corporation having a principal place of business at 400Galleria Parkway, Suite 200,Atlanta, GA 30339, and ACACIA PATENT ACQUISITION CORPORATION (“APAC”), a Delaware corporationhaving a principal place of business at 500 Newport Center Drive, Suite 700, Newport Beach, CA92660 (collectively referred to herein as the “Parties”). The effective date of this Agreementshall be the date on which the last Party executes this Agreement below (the ‘Effective Date”).**BACKGROUND**     Whereas, Verso is the parent company of Licensor;     Whereas,Licensor is the sole and exclusive owner of the U.S. Patent No. 6292801 and allrelated patent applications, corresponding foreign patents and foreign patent applications, andall continuations, continuations in part, divisions, extensions, renewals, reissues andre-examinations relating to all inventions thereof, which are collectively referred to as the“Patents” (the “Patents”); and     Whereas, Licensor is willing to grant worldwide exclusive license rights in the Patents toAPAC and APAC in turn, desires to license and enforce the Patents and to provide Licensor acertain percentage of the net proceeds arising from such licensing and enforcement as providedherein.     **NOW, THEREFORE,**in consideration of the promises and mutual covenants contained herein andfor other good and valuable consideration, Licensor and APAC agree as follows:**1.** **GRANT** 1.1. Licensor grants to APAC the worldwide, exclusive (subject to the License setforth in Section 1.2 below) right and license under the Patents to make, have made,use, import, offer or sell products or services covered by the Patents, including theexclusive right to grant sublicenses, to sue for and collect past, present and futuredamages and to seek and obtain injunctive or any other relief for infringement of thePatents. Notwithstanding anything to the contrary, the grant to APAC of the exclusiveright and license under the Patents herein shall be exclusive, even as to Licensor andVerso, with respect to any and all Exclusive Parties (as defined below) and APAC shallhave the sole and exclusive right under the Patents to deal with one or more ExclusiveParties in any and all matters relating to the Patents, including without limitationany and all direct and indirect offers for sale and sales of products and services, inwhole or in part, covered by the Patents to such Exclusive Parties. The term“Exclusive Party” shall mean: (a) a declaratory judgment plaintiff or an infringementdefendant under any of the Patents; or (b) a party with which APAC has initiated orundertaken licensing
 

 
   communications, discussions and/or negotiations or otherwise asserted any of thePatents against, provided that an Exclusive Party shall be deemed to include anyand all of its affiliates. Licensor and Verso expressly retain no rights in or tothe Patents except for the License set forth in Section 1.2 below, includingwithout limitation, the right to sue for infringement of the Patents prior to anytermination of this Agreement and specifically grants APAC all such rights prior toany termination. The exclusive right and license granted herein shall exist for thelife of the Patents, or as otherwise provided in Section 6 below.  1.2. Subject to the provisions of this Section 1.2 and notwithstanding anyprovisions inthis Agreement to the contrary, APAC hereby grants to Licensor and Verso as of the Effective Date a limited, perpetual, worldwide, non-exclusive,non-transferable, royalty-free, personal right and license under the Patents tomake, have made, use, import, offer or sell products or services, and supportproducts, solely as required by Licensor and Verso to conduct Verso’s Business asdefined below (the “License”). The License shall commence as of the Effective Dateand terminate in accordance with the provisions of this Agreement. For purposes ofthis Section 1.2, “Verso’s Business” shall mean only those products and servicesoffered for sale or sold by Licensor or Verso or their affiliates,provided,however, that “Verso’s Business” shall exclude, and the License shall not apply toor otherwise cover, any and all products or services, including without limitationany and all improvements, modifications, and extensions thereof, that aredeveloped, supplied, provided or acquired, in whole or in part, by or from anythird parties other than contractors of Licensor or Verso or their subsidiarieswhere such contractors may not be an Exclusive Party. Subject to prior writtenapproval by APAC, where such approval shall not be unreasonably withheld, andsubject to the provisions of Section 7.2, the License shall be assignable byLicensor or Verso to a third party, such third party not being an Exclusive Party,solely in connection with the sale of all or a portion of Verso’s Business byVerso or Licensor to the third party.  1.3. Other than as expressly set forth in Section 1.2 above, Licensor and Versoexpressly retain no rights in or to the Patents, including without limitation norights to sue for and collect past, present and future damages and to seek andobtain injunctive or any other relief for infringement of the Patents, and no otherrights or licenses under the Patents are granted or implied.  1.4. Licensor, Verso and their affiliates will mark of each of their products in aconspicuous manner so as to identify each of the applicable Patents embodied insuch product (e.g., U.S. Patent No. 6,292,801).**2.** **ROYALTIES AND OTHER PAYMENTS**2.1.  APAC shall pay Licensor a continuing royalty equal to fifty percent (50%) of theNet Proceeds, as defined below. For purposes hereof, the following terms shall havethe following meanings:
 

 
   “Net Proceeds” shall mean Total Recoveries less the APAC Costs.    “Total Recoveries” shall mean all amounts actually received by APAC from thelicensing and enforcement of the Patents including all licensing proceeds andrecoveries from any lawsuits or settlements. Any non-monetary considerationreceived by APAC in connection with licensing or enforcement of the Patents shallbe valued at fair market value to be determined in good faith by APAC, If Licensordisagrees with APAC’s determination of fair market value, APAC and Licensor shallagree upon an appraiser to determine such value and shall share equally the cost ofsuch appraisal.    “APAC Costs” shall mean all out-of-pocket costs and expenses incurred withindependent, unaffiliated third parties in connection with prosecuting, licensing,enforcing or defending the Patents, including without limitation (A) attorneys’and paralegal fees (whether on an hourly or contingent basis and whether forgeneral or local counsel), costs and disbursements; (B) the fees and costs ofconsultants, experts or technical advisors (other than principals of APAC or itsaffiliates); (C) travel and lodging expenses; (D) duplicating, secretarial,stenographer, postage, courier and similar expenses; (E) filing fees and otherPatent Office fees or costs; (F) court costs; (G) legal and other costs related toany re-examination or reissue proceeding; (H) legal and other costs incurred indefending any action or counterclaim in respect of the Patents; and (I) legal andother costs in prosecuting or processing any U.S. or foreign application,including without limitation, any continuing application or continuation in partapplication (collectively, the “APAC_Costs”).  2.2. Total Recoveries shall be applied in the following orderof priority: first to APAC in anamount equal to the APAC Costs, then to APAC and Licensor inproportion to their respective shares of the Net Proceeds. All Taxes (as defined below) shall be the financial responsibilityof the Party obligated to pay such Taxes as determined by the applicable law and neither Partyis or shall be liable at any time for any of the other Party’s Taxes incurred in connectionwith or related to amounts paid under this Agreement. The term “Taxes” shall mean any foreign,federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises ortariffs, arising as a result of or in connection with any amounts paid under this Agreement,including without limitation; (i) any state or local sales or use taxes; (ii) any import,value added or consumption tax; (iii) any business transfer tax; (iv) any taxes imposed orbased on or with respect to or measured by any net or gross income or receipts of eitherparty; (v) any franchise taxes, taxes on doing business, grossreceipts taxes or capital stocktaxes; or (vi) any other tax now or hereafter imposed by any governmental or taxing authorityon any aspect of this Agreement and the obligations hereunder. If Taxes are required to bewithheld on any amounts otherwise to be paid by one Party to the other, the paying Party shalldeduct and set off such Taxes from the amount otherwise due
 

 
  and owed to the receiving Party and pay them to the appropriate taxing authority. Eachparty agrees to indemnify, defend and hold the other Party harmless from any Taxes orclaims, causes of action, costs, expenses, reasonable attorneys’ fees, penalties,assessments and any other liabilities of any nature whatsoever related to such Taxes tothe extent such Taxes relate to amounts paid under this Agreement. 2.3. All amounts payable to Licensor shall be due within thirty (30) days after the endof each calendar quarter with respect to Net Proceeds, if any, in such quarter.APAC will provide Licensor with a report of Total Recoveries and APAC Costsfor each calendar quarter that Net Proceeds are due to Licensor. Licensor shallhave the right to audit such reports in accordance with Section 4.2 below. Allother payments from one Party to the other hereunder shall be due and payablewithin thirty (30) days following receipt of the applicable invoice. 2.4. Licensor and Verso will be available from time to time to consult with APAC orits attorneys on matters relating to the Patents. In the event that the testimony ofany employee, director, officer, consultant or agent of Licensor and/or Verso istaken in any action relating to the Patents, APAC’s attorneys will represent suchparty without additional charge, and Licensor and such party will cooperate withAPAC and its attorneys in preparing for such testimony. Licensor and/or Versowill grant access to APAC and allow APAC to make copies of all files inLicensor’s possession or control relating to the Patents, including access to suchdocuments as may be necessary to conduct enforcement and licensing efforts.APAC will pay for Licensor’s and/or Verso’s reasonable out of pocket travelexpenses incurred at the request of APAC and any such expenses will be treatedas APAC Costs. 2.5. Licensor and Verso acknowledge and agree that APAC shall undertake andperform a due diligence investigation of the Patents during the period of up tosixty (60) days following the Effective Date (the “Investigation Period”). Inconsideration of APAC’s due diligence investigation of the Patents, Licensor andVerso agree that, during the investigation Period, Licensor and Verso shall notdiscuss, negotiate or pursue with any third parties any offers or proposals withrespect to or otherwise relating to any of the Patents. APAC agrees that duringthe Investigation Period, it shall not exercise any of its rights with respect to thePatents except to the extent required to conduct the diligence investigation.Licensor and Verso agree to cooperate with APAC and to promptly provide toAPAC any reasonably requested information regarding the Patents, includingprompt delivery for receipt by APAC no later than seven (7) days following theEffective Date of a copy of the complete prosecution history of each of thePatents (each a “File History”). In the event that (1) any of the File Histories or(2) any of the files, information and documents relating to thePatents are notdelivered to .APAC within the seven (7) day period following the Effective Date,APAC may extend die Investigation Period by the greater of the number of daysfor which (I) die last of the File Histories or (II) any files, information anddocuments relating to the Patents is delayed by providing written notice of such
 

 
extension to Verso (which notice shall include a list of the materials andinformation that APAC is missing). Upon completion of the Investigation Period, APACshall provide written notice to Licensor and Verso of its election regarding thePatents. The Investigation Period will commence on the Effective Date and conclude onthe earlier of: (a) sixty (60) calendar days following, but not including, theEffective Date, subject to the extensions set forth in this Section 2.5; or (b) suchtime within the Investigation Period as APAC transmits written notice to Licensor ofits election regarding the investigation of the Patents. If APAC determines, in itssole and absolute discretion, that the Patents are satisfactory and transmits writtennotice to Licensor that the Patents are satisfactory (the “Satisfactory Completion”),then this Agreement shall continue with full force and effect following suchSatisfactory Completion of the Investigation Period. Otherwise, if APAC determines,in its sole and absolute discretion, that the Patents are not satisfactory, then (i)APAC shall have no payment obligations or liability to Licensor and/or Versohereunder; (ii) Licensor and/or Verso shall have no payment obligations or liabilityto APAC hereunder; and (iii) this Agreement shall automatically terminate uponcompletion of the Investigation Period. Failure by APAC to notify Licensor or Versoin writing that Satisfactory Completion has occurred within five (5) business daysafter expiration of the Investigation Period shall be deemed to be a finding that thePatents are not satisfactory.**3.** **REPRESENTATIONS AND WARRANTIES** 3.1. Licensor and Verso represent and warrant to APAC that, as of the EffectiveDate hereof: 3.1.1. Licensor is the sole owner of the Patents and has all right, title, claims,interest and privileges arising from such ownership, free and clear of anyliens, security interests, encumbrances, rights or restrictions;  3.1.2. Licensor and Verso have fully disclosed to the U.S. Patent Office the identityof all inventors of the inventions described in the Patents as required by U.S.law;  3.1.3. the Patents and the inventions described in the Patents are (A) not theproduct or subject of any joint development activity or agreement with any thirdparty; (B) not the subject of any consortia agreement or cross-license; and (C)have not been financed in whole or in part by any third party;  3.1.4. the issued Patents remain in full force and effect as of the Effective Date ofthis Agreement;  3.1.5. Licensor and Verso have not assigned, licensed, granted covenants not to sue,transferred or otherwise conveyed to any other person or entity any of
 

 
   his rights, title, claims, interest or privileges with respect to the Patents, exceptas would be consistent with the License;  3.1.6. Exhibit A includes all related patents, patent applications, foreign counterparts, and all continuations, continuations in part, divisions, extensions, renewals, reissues and re-examinations relating to all inventions thereof, which are in the same respective patent family or families as the Patents;  3.1.7. the issued Patents are not and have not been subject to any action or proceeding concerning their validity, enforceability, inventorship or ownership;  3.1.8. all maintenance fees that have become due with respect to thePatents have been paid in full;  3.1.9. except for that which is disclosed in the prosecution history of the respective patentfamily or families of the Patents, Licensor and Verso have no knowledge of any factsthat could give rise to a claim that the Patents are invalid or unenforceable; andLicensor has not engaged in any conduct, or omitted to perform any necessary act, theresult of which would invalidate the Patents or preclude their enforceability;  3.1.10. Licensor and Verso have all requisite legal and corporate power and authority to enterinto this Agreement, to consummate the transactions contemplated hereby, and to carry outand perform its obligations under the terms of this Agreement; and  3.1.11. the execution, delivery, performance of and compliance with this Agreement has notresulted and will not result in any violation of, or conflict with, or constitute adefault under (with or without notice or lapse of time, or both), or give rise to a rightof termination, cancellation or acceleration of any obligation or loss of any benefitunder any agreement to which Licensor or Verso is a party. 3.2. APAC represents and warrants to Licensor that, as of the Effective Date hereof: 3.2.1. APAC is a corporation duly organized and in good standing under the laws of Delaware;  3.2.2. APAC has authority to enter into this Agreement and implement its terms; and  3.2.3. the person executing this Agreement on behalf of APAC is duly authorized to do so.
 

 
**4.** **RECORDS; FEES** 4.1. APAC shall keep complete and proper records of the Total Recoveries and APACCosts.  4.2. Licensor shall have the right, during reasonable business hours no more thanonce per calendar year, to audit, at Licensor’s expense, the correctness of anypreviously unaudited APAC report or if no report has been issued, the validity of thelack of a report, by an independent public accountant chosen by Licensor who mayexamine APAC’s records pertinent to this Agreement. Licensor and his representativesshall hold in confidence any such information and shall not use the information forany purposes other than verifying APAC’s reporting in connection with this Agreement.If the audit determines that APAC owes any money to Licensor and APAC confirms suchfindings, APAC shall pay such amount within thirty days.  4.3. For so long as this Agreement is in effect, Licensor shall pay all maintenancefees with respect to the Patents on or before their due dates, at the large entity rateIn the event Licensor fails to make any maintenance fee payment when due, APAC may makesuch payment and such payment shall be considered an APAC Cost. During the term of theAgreement, APAC shall assume sole control of any and all activities, matters andproceedings before the United States Patent and Trademark Office (the “USPTO”) relatingto any and all of the Patents, including without limitation any reissues orreexaminations of any issued United States patent, the prosecution of any United Statespatent applications and the continuing prosecution of any pending United States patentapplications among the Patents and the costs, fees and expenses paid by APAC inconnection therewith shall be treated as APAC Costs. Licensor and Verso hereby grantAPAC a power of attorney permitting APAC to assume such sole control of any and allactivities, matters and proceedings before the USPTO and Licensor shall fully cooperatewith APAC, including without limitation the execution of such documents as APAC shallreasonably require, to timely address and prosecute all such activities, matters andproceedings before the USPTO. APAC agrees that prior to abandoning or forfeiting anyright or proceeding related to the prosecution of the Patents, APAC shall notifyLicensor of such impending abandonment or forfeiture and shall give Licensor theopportunity to assume the costs of such proceeding at Licensor’s option.**5.** **ENFORCEMENT OF PATENT RIGHTS** 5.1. Subject to the terms and conditions of this Agreement, APAC will use its goodfaith efforts to pursue licensing and enforcement of the Patents at its expense. APACwill attempt to negotiate licenses with companies that APAC believes may be infringingthe Patents. APAC may, at its sole discretion, license the Patents to companies thatmay have an interest in the technology covered by the Patents. Notwithstanding any ofthe foregoing, APAC may at any time elect not to pursue
 

 
   licensing or enforcement of any of the Patents if APAC determines, in its reasonableand sole discretion, that any such pursuit would be commercially unreasonable orotherwise unlawful or illegal.  5.2. APAC may, in its sole judgment, decide to institute enforcement actions againstcertain or all of the companies that APAC believes are infringing the Patents. APAC shallhave the exclusive right to bring suit to enforce the Patents. Licensor shall join as aplaintiff at APAC’s request in the event APAC’s counsel determines that Licensor or Versois a necessary party to the action. in the event that Licensor orVerso joins in any suit,either before or after it is initiated, Licensor and Verso shall have the right to berepresented by counsel of his choice. provided that if Licensor or Verso chooses to haverepresentation separate from APAC, Licensor and Verso shall be responsible for paying allhis own respective fees and costs related to such representation and APAC shall be solelyresponsible for the fees and costs incurred by its own counsel. In the event Licensor orVerso joins as a plaintiff at APAC’s request, or Licensor or Verso is named as a party byanother party to such action, APAC shall defend and indemnify Licensor and Verso againstall liabilities, costs and expenses related to such action, except that, as providedabove. Licensor and shall be responsible for their own counsel’s fees and costs if itelects to retain separate counsel. Notwithstanding any of the foregoing, in the event thata court holds that Licensor or has engaged in fraud, gross negligence, or willfulmisconduct, APAC shall have no obligation to indemnify Licensor and Verso for anyjudgments, liability, loss, damages, costs and expenses (including reasonable attorneys’fees and expenses of litigation) in connection therewith.  5.3. Regardless of whether Licensor or Verso is named as a party to any enforcement action,APAC reserves the sole right to select counsel, direct the litigation, and to negotiateand determine the terms of any settlement or other disposition of such action. The partiesagree to fully cooperate with each other in any litigation that is brought.**6.** **TERMINATION** 6.1. Unless earlier terminated as provided in this Section 6, all grants, obligations andprovisions recited in this Agreement and relating to the Patents shall continue in fullforce and effect, until the later of either a) the expiration date of the Patents or b) theconclusion of APAC’s licensing and enforcement of the Patents. Notwithstanding theforegoing, in the event that a final decree of invalidity from which no appeal can be, oris, taken, with respect to the Patents, this Agreement shall terminate at such time.  6.2. Licensor and Verso may terminate this Agreement in the event that APAC files forbankruptcy protection under any state or federal bankruptcy law or a petition forbankruptcy is filed against APAC and not dismissed within ninety (90) days.
 

 
 6.3. Either party may terminate this Agreement upon written notice to the other ifthe other party breaches any material representation, warranty or agreement inthis Agreement and fails to cure such breach within ninety (90) days of receipt ofsuch written notice detailing the alleged breach.  6.4. APAC may terminate this Agreement, upon ninety (90) day written notice to Licensoror Verso, if it determines, in its sole judgment, that licensing or enforcement ofthe Patents is not commercially reasonable or practicable. In suchcase, APAC shallcooperate with Licensor with regard to enabling Licensor to continue any pendinglitigation or license negotiations that Licensor wishes to continue.  6.5. in the event of Satisfactory Completion, Licensor and Verso may also terminate thisAgreement within a ninety (90) day period, beginning three (3) years from the dateof such Satisfactory Completion (the “Termination Period”) unless APAC has either(a) filed and is prosecuting in good faith any action or counterclaim forinfringement of any of the Patents, or (b) generated at least one hundred thousand($100,000) dollars in Net Proceeds from licensing or enforcement of the Patents (thefailure of (a) and (b) above shall be referred to as a “Termination Event”). Inorder to terminate this Agreement pursuant to this Section 6.5, within theTermination Period, Licensor and Verso shall provide APAC with written notice of itsintention to exercise its right to terminate this Agreement under this Section, atwhich time APAC shall have a ninety (90) day period from the time it receives suchnotice, in which it may cure the Termination Event giving rise to the right oftermination (the “Cure Period”) by either (a) filing and prosecuting in good faithan action (or counterclaim) to enforce any of the Patents or (b) generating NetProceeds of at least one hundred thousand ($100,000) dollars and paying Licensor itsshare of the Net Proceeds, if any. If Licensor and Verso do not give APAC notice ofits intention to terminate within the Termination Period or APAC cures theTermination Event during the Cure Period, then Licensor’s right to terminate thisAgreement under this Section 6.5 shall lapse.  6.6. In the event of any dispute as to whether a party has breached this Agreementpursuant to Section 6.3 above or whether a cure has been effected, there shall be notermination of the license under this Agreement unless and until there is a finalruling that there has been an uncured breach, as provided herein.  6.7. Any termination of this Agreement shall not relieve APAC of liability for anypayments due to Licensor or Verso accrued prior to the effective date of suchtermination.  6.8. In the event of any termination of this Agreement, regardless of the cause, afterpayment of any monies due Licensor or Verso, APAC shall be entitled to retain orreceive the portion of Total Recoveries that it would be entitled to retain orreceive if this Agreement were in effect, which (a) accrued or was received prior tothe termination date, (b) accrues or is received alter the termination date as a
 

 
   result of any settlement, license agreement or other agreement or transaction that wasnegotiated, made or occurred prior to the termination date, or (c) resulted from anylawsuit or negotiations that were pending at or prior to the occurrence of suchtermination.  6.9. The parties acknowledge and agree that this Agreement is a contract under which APACis a licensee of intellectual property as provided in Section 365(n) of title 11, UnitedStates Code (the “Bankruptcy Code”). Licensor acknowledges that if Licensor, as a debtorin possession or a trustee in bankruptcy in a case under the Bankruptcy Code (the“Bankruptcy Trustee”), rejects this Agreement, APAC may elect to retain all of its rightsunder this Agreement as provided in Section 365(n) of the Bankruptcy Code. Upon writtenrequest of APAC to Licensor or the Bankruptcy Trustee, Licensor will not interfere withany of the rights of APAC as provided in this Agreement.**7.** **ASSIGNMENT** 7.1. This Agreement shall inure to the benefit of, and be bindingupon the respective successors, assigns, heirs, beneficiaries and personal representatives of Licensorand APAC, subject to Section 7.2 below.  7.2. This Agreement is personal and non-assignable, except it may be assigned byAPAC to an affiliate of APAC, provided such affiliate agrees to be bound by allthe terms and conditions of this Agreement in writing, including the obligation tomake payments hereunder. Notwithstanding anything to the contrary, Licensorand Verso acknowledge and agree that: (a) except as set forth inSection 1.2,Licensor and Verso may not at any time directly or indirectly transfer the License,in whole or in part, to any third party, including without limitation any ExclusiveParty; and (b) an Exclusive Party may not at any time claim ownership orentitlement to any License or otherwise obtain or be deemed to obtain directly orindirectly any rights, benefits, licenses or immunities, in whole or in part, underany License, whether by, through, as a result of, or otherwise in connection withany agreement, contract, transaction or business combination with Licensor orVerso. Except as set forth above with respect to the License and ExclusiveParties, Licensor and Verso may transfer or assign all or any part of his interest inthis Agreement or sell or transfer all or some of the Patents, provided that (i)the transferee or assignee is not an Exclusive Party; (ii) the transferee or assigneeagrees to be bound by the terms of this Agreement in writing; and (iii) Licensorand Verso shall continue to be bound by the terms of this Agreement.**8.** **GOVERNING LAW AND CONSENT TO JURISDICTION** 8.1. This Agreement shall be governed by and construed under applicable federal law andthe laws of the State of California, excluding any conflict of law provisions.  8.2. Neither APAC, Licensor nor Verso shall be liable for any consequence or damagearising out of or resulting from the manufacture, use or sale of the products under
 

 
   the Patents. In no event shall any party be entitled to special, indirect,consequential damages, including lost profits, or punitive damages for breach of thisAgreement.**9.** **CONFIDENTIALITY** 9.1. All information provided pursuant to this Agreement, including without limitation, theterms of this Agreement, shall be regarded as confidential information (“ConfidentialInformation”). The Parties agree that, other than as required by law or as permittedhereunder, they shall not disclose any Confidential Information and shall use theConfidential Information only for the purposes set forth herein. Licensor acknowledges thatAPAC’s parent company, Acacia Research Corporation (“Acacia”), is a publicly tradedcompany, and that Acacia may be required to publicly disclose thesigning of termsAgreement, as well as certain terms of the Agreement. APAC acknowledges that Verso is apublicly traded company, and that Verso may be required to publicly disclose the signing ofthis Agreement, as well as certain terms of the Agreement. Either party may discloseConfidential Information to its financial and legal advisors subject to confidentialityobligations at least as stringent as those provided in this Agreement. Licensor and Versomay disclose this Agreement as required to obtain any consents necessary to enter into orexecute this Agreement. Confidential Information shall not include information that: (a)was already known, otherwise than under an agreement of secrecy or non-use, at the time ofits disclosure; (b) has passed into the public domain prior to or after its disclosure,otherwise than through any act or omission attributable to principals, officers, employees,consultants or agents of the receiving party; or (c) was subsequently disclosed, otherwisethan under an agreement of secrecy or non-use, by a third party that had not acquired theinformation under an obligation of confidentiality.**10.** **MISCELLANEOUS** 10.1. All notices or communications which either party may desire, or be required, togive or make to the other shall be in writing and shall be deemed to have been duly givenor made if and when forwarded by registered or certified mail to the address set forthabove in this Agreement or to such other address as a party shall give to the other inwriting delivered at the last address specified in the manner prescribed by thisAgreement.  10.2. The failure to act upon any default hereunder shall not be deemed to constitute awaiver of such default.  10.3. This Agreement constitutes the entire understanding of the parties with respect toits subject matter and may not be modified or amended, except in writing by the parties.Nothing in this Agreement, whether expressed or implied, shall be construed to give anyperson (other than the Parties and their respective permitted successors and assigns),any legal or equitable right, remedy or claim under or in
 

 
   respect of this Agreement or any covenants, conditions or provisions containedherein, as a third party beneficiary or otherwise.  10.4. If for any reason in any jurisdiction in which any provision of thisAgreement is sought to be enforced, any one or more of the provisions of thisAgreement shall be held invalid, illegal or unenforceable in any respect, such holdingshall not affect any other provision of this Agreement and this Agreement shall beconstrued as if such invalid, illegal or unenforceable provision had never beencontained therein.  10.5. This Agreement may be executed in several counterparts, each of which shallconstitute an original, but all of which together shall constitute one and the sameinstrument. A faxed copy of a signature page shall be considered an original forpurposes of this Agreement.  10.6. The headings contained in this Agreement have been inserted for convenientreference only and shall not modify, define, expand or limit any of the provisions ofthis Agreement.IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date.           VERSO TECHNOLOGIES, INC.   ACACIA PATENT ACQUISITIONCORPORATION             By: /s/ Larry Schwartz    By: /s/ Dooyong Lee   Print Name: Larry Schwartz    Print Name: Dooyong Lee   Title: Vice President   Title: EUP  Date: 3/23/07   Date: 3/23/07             TELEMATE.NET SOFTWARE, INC.                   By: /s/ Larry Schwartz                   Print Name: Larry Schwartz                   Title: Vice President        Date: 3/23/07