**Exhibit10.38**

**CONFIDENTIAL TREATMENT**

**PORTIONS OF THIS EXHIBIT HAVEBEEN OMITTED AND ARE BEING FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION IN A CONFIDENTIAL TREATMENT REQUEST UNDER RULE 24b-2 OF THESECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  THE SYMBOL “[***]” IN THISEXHIBIT INDICATES THAT INFORMATION HAS BEEN OMITTED.**

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**SETTLEMENT AND PATENT LICENSEAGREEMENT**

This Settlement and PatentLicense Agreement (“Agreement”) is entered into as of April 25, 2007 (“theEffective Date”), by and between Forgent Networks, Inc. (hereinafter referredto as “Forgent” and more fully defined below), Motorola, Inc., a Delawarecorporation (hereinafter referred to as “Motorola” and more fully definedbelow), and Digeo, Inc., a Delaware corporation (hereinafter referred to as “Digeo”and more fully defined below) by and through their duly authorizedrepresentatives.  This Agreement isintended to finally and completely dispose of the lawsuit and all relatedclaims as to these parties as more fully described herein.

**RECITALS**

WHEREAS, Forgent, Motorola,Digeo, and [***] are parties to a lawsuit in the United States District Courtfor the Eastern District of Texas, currently styled*ForgentNetworks, Inc. v. EchoStar Communications Corporation, et al*, CivilAction No. 606 CV 208 (“the Lawsuit”), wherein Forgent seeks damages andinjunctive relief for infringement of United States Patent No. 6,285,746(hereinafter referred to as “the ‘746 patent”);

WHEREAS Motorola and Digeoprovide software and hardware that are used in products accused of infringementin the Lawsuit [***]; and

WHEREAS Forgent, Motorola,and Digeo now desire to settle the Lawsuit, including all causes of actionbetween Forgent, Motorola, and Digeo;

NOW, THEREFORE, Forgent,Motorola, and Digeo (as well as their Affiliates as defined below), aftercarefully reviewing this Agreement and in exchange for the dismissal, releasesand licenses provided herein, for the monetary consideration provided herein,and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby expressly acknowledged, agree as follows:

**1.****            ****DEFINITIONS**

1.1           “Motorola” as used herein means Motorola, Inc., a Delawarecorporation with its principal office located at 1303 Algonquin Road,Schaumburg, Illinois 60196 and all its Affiliates [***].

1.2           “Digeo” as used herein means Digeo, Inc., a Delawarecorporation with its principal office located at 8815 122nd Avenue NE,Kirkland, Washington, 98033, and all its Affiliates.

1.3           “Affiliates” as used herein means a person or businessentity, including without limitation entities organized as corporations,partnerships, limited liability partnerships and limited liability companies,that currently or in the future, controls, is controlled by, or is under commoncontrol of or with Motorola or Digeo. The phrase

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“controls, is controlled by, or is under commoncontrol with” means the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of such entity,whether through ownership of voting securities (as to which ownership of 50% ormore establishes control) or other interests, by contract or otherwise.

1.4           “Change of Control” means the acquisition of at least fiftypercent (50%) of the outstanding voting power of a party to this Agreement byanother person or entity by means of any transaction or series of relatedtransaction including, without limitation, any reorganization, merger,consolidation or tender offer, except where such party’s shareholders of recordas constituted immediately prior to such transaction will, immediately aftersuch transaction together hold at least fifty percent (50%) of the outstandingvoting power of the surviving or acquired person or entity in such transaction.

1.5           “Forgent” as used herein means Forgent Networks, Inc., aTexas corporation with its principal office located at 108 Wild Basin Drive,Austin, Texas, and all its Affiliates.

1.6           The “Licensed Patents” as used herein means U.S. Patent No.6,285,746, issued September 4, 2001, and all Related Patents.

1.7           The term “Parties” or “Party” means the signatories to thisAgreement (Forgent, Motorola, and Digeo) both jointly and individually.

1.8           The term “Related Patents” as used herein means allcounterpart patents and patent applications (whether U.S. or foreign), allparent applications, all divisions, continuations, continuations-in-part,additions, substitutions, registrations, reissues, reexaminations or extensionsof any kind with respect to United States Patent No. 6,285,746, any patents orpatent applications claiming priority from any of the foregoing, any otherpatents owned or acquired by Forgent relating to video recording devices, andpatents owned or acquired by Forgent within five years of the Effective Date.

1.9           The term “Motorola or Digeo Product” as used herein means anyproduct or products (including, without limitation, software, systems andservices) [***].  [***]

1.10         As used herein, the term “Infringe” or “Infringement” or “Infringing”shall include both direct and indirect infringement, literal infringement, andinfringement under the Doctrine of Equivalents.

**2.****            ****RELEASES**

2.1           **Forgent releases Motorola and Digeo. **Forgentreleases and discharges Motorola and Digeo, their Affiliates, their agents,representatives, customers, suppliers, distributors, dealers, including but notlimited to their service providers (including but not limited to the serviceproviders that are named parties in the Lawsuit) and end users of Motorola orDigeo Products from all******claimsof patent infringement arising from the Licensed Patents with respect to anyMotorola or Digeo Product that were or could have

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been rightfully brought against Motorola, Digeo, theirAffiliates, and/or their customers by Forgent occurring prior to the EffectiveDate of this Agreement, including but not limited to any and all patent claims,demands, actions, causes of action (whether known or unknown, whether direct orindirect), patent suits of any kind or nature, rights, damages, costs, losses,expenses and compensation.

2.2           **Motorola and Digeo release Forgent. **Motorolaand Digeo release and discharge Forgent, its affiliates, agents,representatives, customers, suppliers, distributors, and dealers from (i) all******claims regarding theLawsuit, including but not limited to any and all claims, demands, actions,causes of action (whether known or unknown, whether direct or indirect), suitsof any kind or nature, rights, damages, costs, losses, expenses andcompensation that were or could have been brought against Forgent by Motorolaor Digeo in the Lawsuit occurring prior to the Effective Date of this Agreementand (ii) all claims of patent infringement with respect to a Forgent Product(as defined in Section 3.3. below) occurring prior to the Effective Date ofthis Agreement

2.3           **Other [***] Lawsuit Parties.**  Attached as ExhibitsB-F are Release Agreements to be signed by the [***].  Forgent and [***] shall sign the ReleaseAgreement for [***] upon execution of this Agreement.  Upon the condition that a license agreementis entered into between Forgent Networks, Inc. and [***], Forgent shall signthe Release Agreements for the remaining [***]. Motorola and Digeo are responsible for obtaining authorization andsignatures from these defendants.  It isunderstood by the parties to this Agreement that a [***] will not be dismissedin the Lawsuit as described in Section 4.1 below until a Release Agreement isexecuted by such [***].  NotwithstandingMotorola’s and Digeo’s responsibilities under this Section, if any one, some orall of the [***] do not execute a Release Agreement, this Agreement will beeffective with respect to Forgent, Motorola and Digeo.

**3.****            ****LICENSE GRANT**

3.1           **Grant.**Forgent grants Motorola and Digeo and their respective Affiliates a lump sum,fully paid-up, irrevocable, non-exclusive, worldwide, perpetual license underthe Licensed Patents to make, have made (either directly or indirectly), use,sell, offer for sale, import, distribute, export, lease, or offer for lease,Motorola or Digeo Products which would otherwise Infringe the Licensed Patents.The license shall include the right of third parties to use, sell, lease,import and export, and offer to sell any Motorola or Digeo Products.  The right to indirectly have made includesthe right of a third party manufacturer of a Motorola or Digeo Product to havethat product made by another.

3.2           **Full Force and Effect.**  The license providedunder this Agreement shall remain in full force and effect regardless of anysubsequent transfer of rights in or to the Licensed Patents by Forgentincluding, without limitation, assignment, license, sale, gift, or bequest.

3.3           **Covenants Not To Sue.**  Forgent covenants notto sue Motorola, Digeo and/or their Affiliates for any business or activity forInfringement of the Licensed

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Patents with respect to any Motorola or Digeo Product.Forgent further covenants not to sue any third party for any action in which(1) Motorola or Digeo would otherwise be liable as a direct or indirectinfringer of the Licensed Patent but for this Agreement or (2) in which theactivity alleged by Forgent to be Infringing involves the third party’s use ofa Motorola or Digeo Product.   Inaddition to the foregoing, for a period of five years from the Effective Date,(i) Forgent covenants not to sue or threaten to sue (or instruct, encourage, oraid a third party to sue or threaten to sue) Motorola or Digeo for patentinfringement; and no liability shall accrue against Motorola or Digeo duringthe five year period and (ii) Motorola and Digeo each covenant not to sue orthreaten to sue (or instruct, encourage, or aid a third party to sue orthreaten to sue) Forgent for patent infringement and no liability shall accrueagainst Forgent during the five year period. [***]  Subject to the above restrictions of the Motorola and Digeopatents that are subject to a covenant not to sue, Motorola and Digeo eachfurther covenant not to sue any third party for any action in which (1) Forgentwould otherwise be liable as a direct or indirect infringer of a patent for aForgent Product but for this Agreement or (2) in which the activity alleged byMotorola or Digeo to be Infringing involves the third party’s use of a ForgentProduct.  As used in this Section 3.3, a “ForgentProduct” is defined as a product currently being offered by Forgent or indevelopment by Forgent as of the Effective Date and subsequent versions of suchproducts that are materially similar in features and functions to such ForgentProducts; such features and functions may be reasonably updated to maintaincompatibility with then-current technologies.

The covenants not to sue ofthis paragraph do not apply to any breach of this Agreement.

3.4           **Termination.**  The term of the license provided under thisAgreement shall run from the Effective Date of this Agreement to the lastexpiration date of patents falling under the definition of “Licensed Patents.”

3.5           **No Right To Sublicense/Cross-License, Assignor Transfer.**  The releases, licenses, and covenants not tosue provided under this Agreement do not include the right to cross-licenseand/or sublicense, assign or transfer, except that (i) Motorola and Digeo shallhave the right to assign and/or transfer their respective rights andobligations under this Agreement to any entity which acquires all orsubstantially all of a Motorola or Digeo business or assets related to Motorolaor Digeo Products to which a license would be granted under Section 3.1, (ii)Motorola and Digeo shall have the right to sublicense their respective rightsto divested business units of their respective companies (“Divested Company”),(iii) Motorola and Digeo shall have the right to sublicense their respectiverights to acquired entities with respect to the ‘746 patent or any patentclaiming priority from or through any application that led to or in common withthe ‘746 patent , (iv) Motorola and Digeo shall have the right to assign and/ortransfer their respective rights and obligations under this Agreement to anyentity resulting from the merger of Motorola or Digeo with any other entity,and (v) a Divested Company may assign and/or transfer itsrespective rights to an entity subsequently acquiring all or substantially allof the business or assets of the Divested Company or which merges with theDivested Company.  Notwithstanding the foregoing, with respectto subsections (i), (iv) and (v) above, any assignment of this Agreementapplies only to

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those Motorola or Digeo Products that were licensed asof the merger or acquisition closing date and subsequent versions of suchproducts that are materially similar in features and functions to such Motorolaor Digeo Products; such features and functions may be reasonably updated tomaintain compatibility with then-current technologies.  Notwithstanding the foregoing, with respectto subsection (iii) above, if Motorola or Digeo acquires an entity that issubject to any patent infringement claims by Forgent other than the ‘746 patentor any patent claiming priority from or through any application that led to orin common with the ‘746 patent, and if Forgent asserts the claim against theacquired entity or Motorola or Digeo, then Motorola and Digeo may independentlyterminate the covenants not to sue rights granted to Forgent in Section 3.3above and, notwithstanding Section 4.5, Motorola and Digeo may initiate anyproceeding in the United States Patent and Trademark Office in response toForgent’s asserted patent claim against the acquired entity.

3.6           **Corporate Change**.  The covenants not to sue granted by Motorolaand Digeo to Forgent are personal and will not be assignable or transferable inthe event of a Change of Control of Forgent (whether by operation of law orotherwise).  If Forgent undergoes aChange of Control, all rights in the covenants not to sue granted by Motorolaand Digeo will automatically terminate. In no event will the rights in the covenants not to sue granted byMotorola or Digeo extend to any other person or entity involved in such Changeof Control, without the prior written consent of Motorola or Digeo with respectto the covenant granted by it, which consent may be withheld in its sole andabsolute discretion.  Notwithstandinganything to the contrary in this Section, in the event of a Change of Controlof Forgent, Motorola and Digeo covenant not to sue the person or entityinvolved in such Change of Control as to Forgent Products (as defined inSection 3.3).

3.7           **Responsibilities of Assignees of theLicensed Patents**.  In the event that Forgent transfers orassigns ownership and/or control of any patent that is subject to thisAgreement, such transfer or assignment shall not become effective unless anduntil the transferee party agrees, in writing, to be bound by this Agreementand to accept Forgent’s rights and obligations with respect to any transferredpatents.  Such written agreement shall includean acknowledgement by the transferee that it shall be bound by the covenant notto sue in Section 3.3.  Forgent shallprovide a copy of all such written agreements by transferees to Motorola andDigeo.

**4.****            ****DISMISSAL**

4.1.          **Dismissal**.  Within three (3) business days of theEffective Date, the Parties shall file an Agreed Motion to Dismiss withPrejudice in the form attached as Exhibit A, dismissing all Forgent’s claimsagainst Motorola and Digeo and all Motorola and Digeo’s claims against Forgent,and all Forgent’s claims against [***] any other party in the Lawsuit accusedof infringement due to using, leasing, and/or selling Motorola or DigeoProducts and, if a license agreement is entered into between Forgent Networks,Inc. and [***], a dismissal of all Forgent claims against [***].

4.2           **No Admission of Liability.**  The Parties expresslyagree and acknowledge

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that by entering into this Agreement no Party admitsany liability, wrongdoing or the truth of any allegation contained in anyclaim, defense or counterclaim alleged in the Lawsuit.  Neither this Agreement nor any releasecontained within it may be construed or used as an admission of any issues,facts, wrongdoing, liability, or violation of law whatsoever.

4.3           **Each Party to Pay Its Own Legal Fees**.  The Parties shalleach pay their own legal fees and costs incurred in connection with theLawsuit.

4.4           **Dismissal of Motions**.  The Parties shallpromptly file the necessary papers to advise the Court that all pending motionsas between them, and joinder to all pending motions as between them, arewithdrawn.

4.5           **[***]**

**5.****            ****PAYMENT**

5.1           **[***]**

**6.****            ****REPRESENTATIONS AND WARRANTIES**

6.1           **Forgent’s Sole Right and Authority**.  Forgent representsand warrants that it owns the Licensed Patents and any other patents and patentapplications with respect to which licenses, releases or covenants are grantedhereunder, and has the sole right and exclusive authority to grant thelicenses, releases and/or covenants set forth in this Agreement.  Forgent further warrants that (i) no ownershipinterest in the Licensed Patents is held by any third party, (ii) the LicensedPatents are not subject to any encumbrance, lien or claim of ownership by anythird party (with the exception of agreements with Forgent’s counsel), and(iii) no other royalties are required to obtain a license.  Forgent further represents and warrants thatit has the right to enter into this Agreement on behalf of itself and anyaffiliate.  Forgent does not warrant thevalidity or enforceability of the Licensed Patents.  This Agreement shall be fully enforceableeven if any Licensed Patent (or any claim thereof) is subsequently cancelled orinvalidated in reexamination or litigation.

6.2           **Complete Satisfaction**.  Forgent warrantsthat the Payment in accordance with this Agreement is in complete satisfactionof this Agreement, jointly and individually.

6.3           **Sole Owner of Claims**.  Each Partyrepresents and warrants to each of the other Parties that:  (i) it is the sole owner of the claims orcauses of action released in this Agreement and has not previously assigned ortransferred, or purported to assign or transfer, any interest in such claims orcauses of action to any other person or entity (with the exception ofagreements with Forgent’s counsel); (ii) that it is not in a disparatebargaining position with respect to the negotiation of this Agreement; (iii)that it has full authority to enter into this Agreement and is competent to doso; and (iv) that this Agreement constitutes the legal, valid and bindingobligation of such Party enforceable against such Party in accordance with itsterms.

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6.4           **Motorola’s Sole Right and Authority**.  Motorola representsand warrants that it has the right to enter into this Agreement on behalf ofMotorola, Inc. and any Affiliates of Motorola.

6.5           **Digeo’s Sole Right and Authority**.  Digeo represents andwarrants that it has the right to enter into this Agreement on behalf of Digeo,Inc. and any Affiliates of Digeo.

6.6           **Signature Authority**.  The persons signingthis Agreement each represent that they are duly authorized, with fullauthority to bind the Parties, and that no signature of any other person orentity is necessary to bind the Parties.

6.7           **Limitation on Damages**.  In no event shallany Party be liable to any other Party or person or entity (under any contract,negligence, strict liability, or other theory) for special, exemplary,incidental, or consequential damages arising out of or related to the subjectmatter of this agreement, even if the Party has been advised of the possibilityof such damages or losses.

**7.****            ****CONFIDENTIALITY**

7.1           **Confidentiality.**  Except fordisclosure:

(a) pursuant to an order or subpoena of a court orgovernmental agency;

(b) to persons with a “need to know” respecting corporate,financial, legal and contract matters, including insurers, lenders, investmentbankers, auditors and contracting partners, who also agree to treat suchinformation as confidential; or

(c) as may otherwise be required by law or regulation (asdetermined by each Party in good faith), including the public reportingrequirements of the NASDAQ Stock Exchange, United States Securities andExchange Commission, or other oversight or regulatory authorities (subject tothe Parties attempting in good faith to maintain confidentiality as much asreasonably possible and such confidentiality shall not be substantively lessthan what is provided with respect to any settlement agreement between Forgentand [***], in all cases consistent with all legal and regulatory obligations),

the parties agree to keep the contents of thisAgreement confidential.  In the eventthat production of this Agreement is responsive to a discovery request receivedby a party in connection with other litigation, this Agreement may be producedonly if there is a Protective Order that limits disclosure of the Agreement tooutside counsel only and the Agreement is properly designated under theprovisions of the applicable Protective Order. The body of an initial Form 8-Kwith respect to this Agreement made by Forgent shall be substantially similarto Exhibit G unless Forgent believes, in good faith, that law or regulationrequires more.

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The Parties may freelyinform any third party of the fact that the Lawsuit has settled and thatMotorola, Digeo, and their customers are licensed under the Licensed Patents,but otherwise the terms of this Agreement are confidential (subject to theabove exceptions).

7.2           Notwithstanding anything to the contrary in this Agreement,the [***] may be provided with the terms of this agreement as long the [***]agree to be bound by the confidentiality provisions of Section 7.1.

**8.****            ****OTHER REPRESENTATIONS, ACKNOWLEDGEMENTS ANDAGREEMENTS**

8.1           **Successors and Assigns**.  Subject to theexceptions stated in Sections 3.5, 3.6 and 3.7, this Agreement shall inure tothe benefit of and shall be binding upon the Parties hereto and theirsuccessors, assigns, and representatives.

8.2           **Excluded Entities.**

(a)****Notwithstandinganything to the contrary in any other provision of this Agreement, no right,grant, license, sub-license, covenant, release, or any other benefit providedunder this Agreement shall extend now, or in the future, to the followingEntities, their current parents, current subsidiaries, and any of theirrespective successors (as well as any of their respective customers, suppliers,distributors and dealers as it relates to that Entity’s products), regardlessof any circumstance, including but not limited to whether any such Entity maybe or become a successor or an Affiliate of Motorola or Digeo: [***]; provided,however, that the rights, grants, licenses, covenants, releases, or any otherbenefit provided under this Agreement to third parties shall extend to aLawsuit Excluded Entity (i) with respect to Motorola or Digeo Products sold toa Lawsuit Excluded Entity after the Effective Date (but not as to any productof a Lawsuit Excluded Entity on or before the Effective Date) or (ii) asotherwise permitted in Sections 3.5(i), 3.5(iv) and 3.5(v) above.

(b) Notwithstanding anythingto the contrary in any other provision of this Agreement, no right, grant,license, sub-license, covenant, release, or any other benefit provided underthis Agreement shall extend now, or in the future, to the following Entities,their current parents, current subsidiaries, and any of their respectivesuccessors (as well as any of their respective customers, suppliers,distributors and dealers as it relates to that Entity’s products), regardlessof any circumstance, including but not limited to whether any such Entity maybe or become a successor or an Affiliate of Motorola or Digeo: [***]; provided,however, that the rights, grants, licenses, covenants, releases, or any otherbenefit provided under this Agreement to third parties shall extend to anAdditional Excluded Entity (i) with respect to Motorola or Digeo Products or(ii) as otherwise permitted in Sections 3.5(i), 3.5(iv) and 3.5(v) above.

8.3           **Jurisdiction and Choice of Law.**  This Agreement shallbe interpreted, and the rights and duties of the parties hereto shall bedetermined, in accordance with the laws of the State of Texas, without regardto its conflicts of laws provisions.  Anyaction

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brought to enforce the provisions of this Agreementshall be commenced in the United States District Court for the Western Districtof Texas.  The Parties agree to mediatein good faith prior to filing any enforcement action.

8.4           **Entire Understanding**.  This Agreement andany attachments hereto constitute a single, integrated written contractexpressing the entire agreement of the Parties and shall not be modified,supplemented, or repealed except by a writing signed by each of theParties.  No covenants, agreements,representations, or warranties of any kind whatsoever have been made by anyParty, except as specifically set forth in this Agreement.  All prior discussions, writtencommunications, and negotiations have been merged and integrated into and aresuperseded by this Agreement.

8.5           **Execution of Counterparts**.  This Agreement maybe executed in one or more counterparts, each of which shall be deemed to be anoriginal and all executed counterparts together shall be deemed to be one andthe same instrument.

8.6           **Construed as Jointly Prepared**.  This Agreement shallbe construed as if the Parties jointly prepared it and any uncertainty orambiguity shall not be interpreted against any one Party because of the mannerin which this Agreement was drafted or prepared.

8.7           **Invalidity**.  If any provision of this Agreement is heldinvalid, illegal, or unenforceable, the remaining provisions shall not beaffected.  The Parties shall consult anduse their reasonable and best efforts to agree upon a valid and enforceableprovision which shall be a reasonable substitute for the invalid, illegal orunenforceable provision.

8.8           **Notices**.  All notices under this Agreement shall be inwriting and delivered by facsimile transmission, overnight express mail, sameor next day courier service, or by personal delivery to such Party at theaddress given below, or such other address as provided by a Party by writtennotice:
| Forgent: |          |   |
|----------|---------------|--------|
|     |          |   |
|     |          |   |
|     |          |   |
|     |          |   |
|     | FAX:          |   |   |
|     |          |   |   |
|     | with copy to: |   |
|     |          |   |
|     |          |   |
|     |          |   |
|     |          |   |
|     |          |   |
|     | FAX:          |   |   |

 

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| Motorola: |          |   |
|-----------|---------------|--------|
|      |          |   |
|      |          |   |
|      |          |   |
|      |          |   |
|      | FAX:          |   |   |
|      |          |   |   |
|      | with copy to: |   |
|      |          |   |
|      |          |   |
|      |          |   |
|      |          |   |
|      |          |   |
|      | FAX:          |   |   |
|      |          |   |   |
| Digeo:    |          |   |
|      |          |   |
|      |          |   |
|      |          |   |
|      |          |   |
|      | FAX:          |   |   |
|      |          |   |   |
|      | with copy to: |   |
|      |          |   |
|      |          |   |
|      |          |   |
|      |          |   |
|      |          |   |
|      | FAX:          |   |   |

 

8.9           **Headings**.  The headings and captions used herein shallnot be used to interpret or construe this Agreement.

 

[***REMAINDEROF PAGE INTENTIONALLY LEFT BLANK***]

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IN WITNESS HEREOF, the Parties being fully authorizedand empowered to bind themselves to this Agreement, have authorized andexecuted this Agreement on the date set forth opposite their respectivesignatures.
|                        | Forgent Networks, Inc. |
|------------------------|------------------------|
|                   |                   |   |   |
|                   |                   |   |   |
| DATED: April 25,  2007 | By:                    |   |   |
|                   |                   |   |   |
|                   |                   |   |   |
|                   |                   |   |   |
|                   | Motorola, Inc.         |
|                   |                   |   |   |
|                   |                   |   |   |
| DATED: April 25,  2007 | By:                    |   |   |
|                   |                   |   |   |
|                   |                   |   |   |
|                   |                   |   |   |
|                   | Digeo, Inc.            |
|                   |                   |   |   |
|                   |                   |   |   |
| DATED: April 25,  2007 | By:                    |   |   |

 

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**EXHIBITA**

**IN THEUNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF TEXASTYLER DIVISION**
| **FORGENT NETWORKS, INC.**           | ** **                 |
|--------------------------------------|----------------------------|
| **Plaintiff,**                       | ** **                 |
| **v.**                               | ** **                 |
| **ECHOSTAR TECHNOLOGIES**            | ** **                 |
| **CORPORATION, et al.,**             | ** **                 |
| **Defendants.**                      | ** **                 |
| ** **                           | ** **                 |
| **SCIENTIFIC-ATLANTA, INC. and**     | **CONSOLIDATED**           |
| **MOTOROLA, INC.**                   | **C.A.  NO.: 6:06-CV-208** |
| **Plaintiffs,**                      | ** **                 |
| ** **                           | ** **                 |
| **And**                              | ** **                 |
| ** **                           | ** **                 |
| **DIGEO, INC.**                      | ** **                 |
| **Plaintiff  in Intervention**       | ** **                 |
| ** **                           | ** **                 |
| **vs.**                              | ** **                 |
| ** **                           | ** **                 |
| **FORGENT NETWORKS, INC.**           | ** **                 |
| **Defendant  and Counter Plaintiff** | ** **                 |

 

**AGREEDMOTION TO DISMISS WITH PREJUDICE**

Pursuantto Rule 41(a) and 41(c) of the Federal Rules of Civil Procedure and the termsof a separate agreement, Plaintiff Forgent Networks, Inc. (“Forgent”) andDefendants Motorola, Inc. and Digeo, Inc. (“Settling Defendants”)(collectively, the “Parties”) have agreed to settle, adjust and compromise allclaims against each other in this case. The Parties, therefore, move this Court to dismiss all claims by Forgentagainst Settling Defendants and all claims by Settling Defendants against Forgentwith prejudice to the re-filing of same*.*

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Aproposed Order accompanies this motion.
| AGREED:                 |   |                    |
|-------------------------|--------|-------------------------|
|                    |   |                    |
|                    |   |                    |
|                    |   |                    |   |
|                    |   |                    |
|                    |   |                    |
| ATTORNEYS FOR PLAINTIFF |   | ATTORNEYS FOR DEFENDANT |

 

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**IN THE UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF TEXASTYLER DIVISION**
| **FORGENT NETWORKS, INC.**           | ** **                 |
|--------------------------------------|----------------------------|
| **Plaintiff,**                       | ** **                 |
| **v.**                               | ** **                 |
| **ECHOSTAR TECHNOLOGIES**            | ** **                 |
| **CORPORATION, et al.,**             | ** **                 |
| **Defendants.**                      | ** **                 |
| ** **                           | ** **                 |
| **SCIENTIFIC-ATLANTA, INC. and**     | **CONSOLIDATED**           |
| **MOTOROLA, INC.**                   | **C.A.  NO.: 6:06-CV-208** |
| **Plaintiffs,**                      | ** **                 |
| ** **                           | ** **                 |
| **And**                              | ** **                 |
| ** **                           | ** **                 |
| **DIGEO, INC.**                      | ** **                 |
| **Plaintiff  in Intervention**       | ** **                 |
| ** **                           | ** **                 |
| **vs.**                              | ** **                 |
| ** **                           | ** **                 |
| **FORGENT NETWORKS, INC.**           | ** **                 |
| **Defendant  and Counter Plaintiff** | ** **                 |

 

**ORDER OFDISMISSAL WITH PREJUDICE**

Onthis day, Plaintiff Forgent Networks, Inc. (“Forgent”) and Defendants Motorola,Inc. and Digeo, Inc. (“Settling Defendants”) announced to the Court that theyhave settled their respective claims for relief asserted against each other inthis case and requested that the Court dismiss these claims. The Court, havingconsidered this request, is of the opinion that their request for dismissalshould be GRANTED.

ITIS THEREFORE ORDERED that all claims for relief asserted against SettlingDefendants by Forgent and against Forgent by Settling Defendants are dismissedwith prejudice to the re-filing of same*.*

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Signedthis            day of                             ,2007.
|        |   |   |
|--------|--------|--------|
|   |   |   |
|   | JUDGE  |   |   |   |
|        |        |        |  |  |

 

----

**EXHIBIT B**

**[***] SETTLEMENT AND RELEASE**

This Release (“Release”) isentered into as of April 25, 2007 (“the Effective Date”), by and betweenForgent Networks, Inc. (hereinafter referred to as “Forgent” and more fullydefined below) and [***] (hereinafter referred to as “[***]” and more fullydefined below) by and through their duly authorized representatives.  This Release is intended to finally andcompletely dispose of the lawsuit and all related claims as to these parties,with prejudice, as more fully described herein.

**RECITALS**

WHEREAS, Forgent and [***]are parties to a lawsuit in the United States District Court for the EasternDistrict of Texas, currently styled * Forgent Networks, Inc. v. EchoStarCommunications, Corporation, et al*, Civil Action No. 606 CV 208 (“theLawsuit”), wherein Forgent seeks damages and injunctive relief for allegedinfringement of United States Patent No. 6,285,746 (hereinafter referred to as “the‘746 patent”);

NOW, THEREFORE, Forgent and[***] (as well as their Affiliates as defined below), after carefully reviewingthis Release and in exchange for the dismissal and releases of all claims andcounterclaims that have been or could have been raised by or against each otherin the Lawsuit, and for other good and valuable considerations, the receipt andsufficiency of which is hereby expressly acknowledged, agree as follows:

**DEFINITIONS**

1.1           [***]

1.2           “Forgent” as used herein means Forgent Networks, Inc., aTexas corporation with its principal office located at 108 Wild Basin Drive,Austin, Texas, and all its Affiliates.

1.3           “Affiliates” as used herein means a person or businessentity, including without limitation entities organized as corporations,partnerships, limited liability partnerships and limited liability companies,that currently or in the future, controls, is controlled by, or is under commoncontrol of or with such person or business entity.  The phrase “controls, is controlled by, or isunder common control with” means the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of suchentity, whether through ownership of voting securities (as to which ownershipof 50% or more establishes control) or other interests, by contract orotherwise.

1.4           The term “Parties” or “Party” means the signatories to thisRelease (Forgent and [***]) both jointly and individually.

----

**RELEASES**

2.1           **Forgent releases [***]. **Forgentreleases and discharges [***], its agents, representatives, customers,distributors, and dealers, and end users of the foregoing persons from all******claims that were orcould have been brought in the Lawsuit against [***], and/or its customers byForgent occurring prior to the Effective Date of this Release, including butnot limited to any and all claims, demands, actions, causes of action (whetherknown or unknown, whether direct or indirect), suits of any kind or nature,rights, damages, costs, losses, expenses and compensation.

2.2           **[***]****releases Forgent. **[***]releases and discharges Forgent, its agents, representatives, customers,distributors, and dealers, and end users of the foregoing persons from all******claims that were orcould have been brought in the Lawsuit against Forgent by [***] occurring priorto the Effective Date of this Release, including but not limited to any and allclaims, demands, actions, causes of action (whether known or unknown, whetherdirect or indirect), suits of any kind or nature, rights, damages, costs,losses, expenses and compensation.

**COVENANTS NOT TO SUE**

3.1.          Forgent covenants not to sue [***] and its agents,representatives, customers, distributors, dealers and end users forinfringement, whether direct or indirect, of the ‘746 patent or any patentclaiming priority from or through any application that led to or in common withthe ‘746 patent for all time.  Forgentfurther covenants not to sue [***] for any claim of patent infringement for aperiod of five (5) years from the Effective Date.

3.2           [***] covenants not to sue Forgent for any claim of patentinfringement for a period of three (3) years from the Effective Date.

**DISMISSAL**

4.1.          **Dismissal**.  Within three (3) business days of theEffective Date, the Parties shall file an Agreed Motion to Dismiss, mutuallydismissing with prejudice against the other, any and all claims of patentinfringement arising from this lawsuit that were or could have been rightfullybrought.  Furthermore, [***] in suchAgreed Motion, shall dismiss without prejudice any and all of its declaratoryjudgment counterclaims arising from this lawsuit.

4.2           **No Admission of Liability.**  The Parties expresslyagree and acknowledge that by entering into this Release no Party admits anyliability, wrongdoing or the truth of any allegation contained in any claim,defense or counterclaim alleged in the Lawsuit. Neither this Release nor any release contained within it may beconstrued or used as an admission of any issues, facts, wrongdoing, liability,or violation of law whatsoever.

4.3           **Each Party to Pay Its Own Legal Fees**.  The Parties shalleach pay their own legal fees and costs incurred in connection with theLawsuit.

4.4           **Dismissal of Motions**.  The Parties shallpromptly file the necessary papers to advise the Court that all pending motionsas between them, and joinder to all pending motions as between them, arewithdrawn.

----

4.5           **Signature Authority**.  The persons signingthis Release each represent that they are duly authorized, with full authorityto bind the Parties, and that no signature of any other person or entity isnecessary to bind the Parties.

4.6           **Limitation on Damages**.  In no event shallany Party be liable to any other Party or person or entity (under any contract,negligence, strict liability, or other theory) for special, exemplary,incidental, or consequential damages arising out of or related to the subject matterof this Release, even if the Party has been advised of the possibility of suchdamages or losses.

4.7           **[***]**

**OTHER REPRESENTATIONS, ACKNOWLEDGEMENTS ANDAGREEMENTS**

5.1           **Successors, Assigns and Beneficiaries**.  This Release shallinure to the benefit of and shall be binding upon the Parties hereto and theirsuccessors, assigns, and representatives.

5.2           Notwithstanding anything to the contrary in any otherprovision of this Release, no right, covenant, release, or any other benefitprovided under this Release shall extend now, or in the future, to [***],including their respective current parents, current subsidiaries, and any oftheir respective successors (as well as any of their respective customers,suppliers, distributors and dealers as it relates to their products) (“LawsuitExcluded Entity”), regardless of any circumstance, including but not limited towhether any such Lawsuit Excluded Entity may be or becomes a successor or anAffiliate of [***].

5.3           Notwithstanding anything to the contrary in any otherprovision of this Release, no right, covenant, release, or any other benefitprovided under this Release shall extend now, or in the future, to thefollowing entities, including their current parents, current subsidiaries, andany of their respective successors (“Additional Excluded Entity”), regardlessof any circumstance, including but not limited to whether any such AdditionalExcluded Entity may be or becomes a successor or an Affiliate of [***] (inwhich case the covenant, release and other benefits of this Agreement shallcontinue to apply to [***] except for the Additional Excluded Entity): [***]

5.4           **Jurisdiction and Choice of Law**.  This Release shallbe interpreted, and the rights and duties of the parties hereto shall bedetermined, in accordance with the laws of the State of Texas, without regardto its conflicts of laws provisions.  TheParties agree to mediate in good faith prior to filing any enforcement actionbased on this Release.

5.5           **Entire Understanding**.  This Release and anyattachments hereto constitute a single, integrated written contract expressingthe entire agreement of the Parties and shall not be modified, supplemented, orrepealed except by a writing signed by each of the Parties.  No covenants, agreements, representations, orwarranties of any kind whatsoever have been made by any Party, except asspecifically set forth in this Release. All prior discussions, written communications, and negotiations havebeen merged and integrated into and are superseded by this Release.

5.6           **Construed as Jointly Prepared**.  This Release shallbe construed as if the Parties jointly prepared it and any uncertainty orambiguity shall not be interpreted against any one Party because of the mannerin which this Release was drafted or prepared.

----

IN WITNESS HEREOF, theParties being fully authorized and empowered to bind themselves to thisRelease, have authorized and executed this Release on the date set forthopposite their respective signatures.
|                                                                      | Forgent Networks, Inc. |
|----------------------------------------------------------------------|------------------------|
|                                                                 |                   |   |
|                                                                 |                   |   |
| DATED: April         ,  2007 | By:                    |   |   |
|                                                                 |                   |   |   |
|                                                                 |                   |   |
|                                                                 |                   |   |
|                                                                 |                   |   |
|                                                                 | [***]                  |
|                                                                 |                   |   |
| DATED: April         ,  2007 | By:                    |   |   |
|                                                                 |                   |   |   |

 

----

**EXHIBIT C**

**[***] SETTLEMENTAND RELEASE**

This Release (“Release”) isentered into as of April 25, 2007 (“the Effective Date”), by and betweenForgent Networks, Inc. (hereinafter referred to as “Forgent” and more fullydefined below) and [***] (hereinafter referred to as “[***]” and more fullydefined below) by and through their duly authorized representatives.  This Release is intended to finally andcompletely dispose of the lawsuit and all related claims as to these parties,with prejudice, as more fully described herein.

**RECITALS**

WHEREAS, Forgent and [***]are parties to a lawsuit in the United States District Court for the EasternDistrict of Texas, currently styled * Forgent Networks, Inc. v. EchoStarCommunications, Corporation, et al*, Civil Action No. 606 CV 208 (“theLawsuit”), wherein Forgent seeks damages and injunctive relief for allegedinfringement of United States Patent No. 6,285,746 (hereinafter referred to as “the‘746 patent”);

NOW, THEREFORE, Forgent and[***] (as well as their Affiliates as defined below), after carefully reviewingthis Release and in exchange for the dismissal and releases of all claims andcounterclaims that have been or could have been raised by or against each otherin the Lawsuit, and for other good and valuable considerations, the receipt andsufficiency of which is hereby expressly acknowledged, agree as follows:

**DEFINITIONS**

1.1           [***]

1.2           “Forgent” as used herein means Forgent Networks, Inc., aTexas corporation with its principal office located at 108 Wild Basin Drive,Austin, Texas, and all its Affiliates.

1.3           “Affiliates” as used herein means a person or businessentity, including without limitation entities organized as corporations,partnerships, limited liability partnerships and limited liability companies,that currently or in the future, controls, is controlled by, or is under commoncontrol of or with such person or business entity.  The phrase “controls, is controlled by, or isunder common control with” means the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of suchentity, whether through ownership of voting securities (as to which ownershipof 50% or more establishes control) or other interests, by contract orotherwise.

1.4           The term “Parties” or “Party” means the signatories to thisRelease (Forgent and [***]) both jointly and individually.

----

**RELEASES**

2.1           **Forgent releases [***]. **Forgent releases and discharges[***], its agents, representatives, customers, distributors, and dealers, andend users of the foregoing persons from all******claims that were or could have been broughtin the Lawsuit against [***], and/or its customers by Forgent occurring priorto the Effective Date of this Release, including but not limited to any and allclaims, demands, actions, causes of action (whether known or unknown, whetherdirect or indirect), suits of any kind or nature, rights, damages, costs,losses, expenses and compensation.

2.2           **[***]****releases Forgent. **[***]releases and discharges Forgent, its agents, representatives, customers,distributors, and dealers, and end users of the foregoing persons from all******claims that were orcould have been brought in the Lawsuit against Forgent by [***] occurring priorto the Effective Date of this Release, including but not limited to any and allclaims, demands, actions, causes of action (whether known or unknown, whetherdirect or indirect), suits of any kind or nature, rights, damages, costs,losses, expenses and compensation.

**COVENANTS NOT TO SUE**

3.1.          Forgent covenants not to sue [***] and its agents,representatives, customers, distributors, dealers and end users forinfringement, whether direct or indirect, of the ‘746 patent or any patentclaiming priority from or through any application that led to or in common withthe ‘746 patent for all time.  Forgentfurther covenants not to sue [***] for any claim of patent infringement for aperiod of five (5) years from the Effective Date.

3.2           [***] covenants not to sue Forgent for any claim of patentinfringement for a period of three (3) years from the Effective Date.

**DISMISSAL**

4.1.          **Dismissal**.  Within three (3) business days of theEffective Date, the Parties shall file an Agreed Motion to Dismiss, mutuallydismissing with prejudice against the other, any and all claims of patentinfringement arising from this lawsuit that were or could have been rightfullybrought.  Furthermore, [***] in suchAgreed Motion, shall dismiss without prejudice any and all of its declaratoryjudgment counterclaims arising from this lawsuit.

4.2           **No Admission of Liability.**  The Parties expresslyagree and acknowledge that by entering into this Release no Party admits anyliability, wrongdoing or the truth of any allegation contained in any claim,defense or counterclaim alleged in the Lawsuit. Neither this Release nor any release contained within it may beconstrued or used as an admission of any issues, facts, wrongdoing, liability,or violation of law whatsoever.

4.3           **Each Party to Pay Its Own Legal Fees**.  The Parties shalleach pay their own legal fees and costs incurred in connection with theLawsuit.

4.4           **Dismissal of Motions**.  The Parties shallpromptly file the necessary papers to advise the Court that all pending motionsas between them, and joinder to all pending motions as between them, arewithdrawn.

----

4.5           **Signature Authority**.  The persons signing this Release eachrepresent that they are duly authorized, with full authority to bind theParties, and that no signature of any other person or entity is necessary tobind the Parties.

4.6           **Limitation on Damages**.  In no event shallany Party be liable to any other Party or person or entity (under any contract,negligence, strict liability, or other theory) for special, exemplary,incidental, or consequential damages arising out of or related to the subject matterof this Release, even if the Party has been advised of the possibility of suchdamages or losses.

4.7           **[***]**

**OTHER REPRESENTATIONS, ACKNOWLEDGEMENTS ANDAGREEMENTS**

5.1           **Successors, Assigns and Beneficiaries**.  This Release shallinure to the benefit of and shall be binding upon the Parties hereto and theirsuccessors, assigns, and representatives.

5.2           Notwithstanding anything to the contrary in any otherprovision of this Release, no right, covenant, release, or any other benefitprovided under this Release shall extend now, or in the future, to [***],including their respective current parents, current subsidiaries, and any oftheir respective successors (as well as any of their respective customers,suppliers, distributors and dealers as it relates to their products) (“LawsuitExcluded Entity”), regardless of any circumstance, including but not limited towhether any such Lawsuit Excluded Entity may be or becomes a successor or anAffiliate of [***].

5.3           Notwithstanding anything to the contrary in any otherprovision of this Release, no right, covenant, release, or any other benefitprovided under this Release shall extend now, or in the future, to thefollowing entities, including their current parents, current subsidiaries, andany of their respective successors (“Additional Excluded Entity”), regardlessof any circumstance, including but not limited to whether any such AdditionalExcluded Entity may be or becomes a successor or an Affiliate of [***] (inwhich case the covenant, release and other benefits of this Agreement shallcontinue to apply to [***] except for the Additional Excluded Entity): [***]

5.4           **Jurisdiction and Choice of Law**.  This Release shallbe interpreted, and the rights and duties of the parties hereto shall bedetermined, in accordance with the laws of the State of Texas, without regardto its conflicts of laws provisions.  TheParties agree to mediate in good faith prior to filing any enforcement actionbased on this Release.

5.5           **Entire Understanding**.  This Release and anyattachments hereto constitute a single, integrated written contract expressingthe entire agreement of the Parties and shall not be modified, supplemented, orrepealed except by a writing signed by each of the Parties.  No covenants, agreements, representations, orwarranties of any kind whatsoever have been made by any Party, except asspecifically set forth in this Release. All prior discussions, written communications, and negotiations havebeen merged and integrated into and are superseded by this Release.

5.6           **Construed as Jointly Prepared**.  This Release shallbe construed as if the Parties jointly prepared it and any uncertainty orambiguity shall not be interpreted against any one Party because of the mannerin which this Release was drafted or prepared.

----

IN WITNESS HEREOF, theParties being fully authorized and empowered to bind themselves to thisRelease, have authorized and executed this Release on the date set forthopposite their respective signatures.

 
|                                              | Forgent Networks, Inc. |
|----------------------------------------------|------------------------|
|                                         |                   |
|                                         |                   |
| DATED: April     ,  2007 | By:                    |   |   |
|                                         |                   |   |   |
|                                         |                   |
|                                         |                   |
|                                         | [***]                  |
|                                         |                   |
| DATED: April     ,  2007 | By:                    |   |   |
|                                         |                   |   |   |

 

----

**EXHIBIT D**

**[***]SETTLEMENTAND RELEASE**

This Release (“Release”) isentered into as of April 25, 2007 (“the Effective Date”), by and betweenForgent Networks, Inc. (hereinafter referred to as “Forgent” and more fullydefined below) and [***] (hereinafter referred to as “[***]” and more fullydefined below) by and through their duly authorized representatives.  This Release is intended to finally andcompletely dispose of the lawsuit and all related claims as to these parties,with prejudice, as more fully described herein.

**RECITALS**

WHEREAS, Forgent and [***]are parties to a lawsuit in the United States District Court for the EasternDistrict of Texas, currently styled * Forgent Networks, Inc. v. EchoStarCommunications, Corporation, et al*, Civil Action No. 606 CV 208 (“theLawsuit”), wherein Forgent seeks damages and injunctive relief for allegedinfringement of United States Patent No. 6,285,746 (hereinafter referred to as “the‘746 patent”);

NOW, THEREFORE, Forgent and[***] (as well as their Affiliates as defined below), after carefully reviewingthis Release and in exchange for the dismissal and releases of all claims andcounterclaims that have been or could have been raised by or against each otherin the Lawsuit, and for other good and valuable considerations, the receipt andsufficiency of which is hereby expressly acknowledged, agree as follows:

**DEFINITIONS**

1.1           [***]

1.2           “Forgent” as used herein means Forgent Networks, Inc., aTexas corporation with its principal office located at 108 Wild Basin Drive, Austin,Texas, and all its Affiliates.

1.3           “Affiliates” as used herein means a person or businessentity, including without limitation entities organized as corporations,partnerships, limited liability partnerships and limited liability companies,that currently or in the future, controls, is controlled by, or is under commoncontrol of or with such person or business entity.  The phrase “controls, is controlled by, or isunder common control with” means the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of suchentity, whether through ownership of voting securities (as to which ownershipof 50% or more establishes control) or other interests, by contract orotherwise.

1.4           The term “Parties” or “Party” means the signatories to thisRelease (Forgent and [***]) both jointly and individually.

----

**RELEASES**

2.1           **Forgent releases [***]. **Forgent releases and discharges[***], its agents, representatives, customers, distributors, and dealers, andend users of the foregoing persons from all******claims that were or could have been broughtin the Lawsuit against [***], and/or its customers by Forgent occurring priorto the Effective Date of this Release, including but not limited to any and allclaims, demands, actions, causes of action (whether known or unknown, whetherdirect or indirect), suits of any kind or nature, rights, damages, costs,losses, expenses and compensation.

2.2           **[***]****releases Forgent. **[***]releases and discharges Forgent, its agents, representatives, customers,distributors, and dealers, and end users of the foregoing persons from all******claims that were orcould have been brought in the Lawsuit against Forgent by [***] occurring priorto the Effective Date of this Release, including but not limited to any and allclaims, demands, actions, causes of action (whether known or unknown, whetherdirect or indirect), suits of any kind or nature, rights, damages, costs,losses, expenses and compensation.

**COVENANTS NOT TO SUE**

3.1.          Forgent covenants not to sue [***] and its agents,representatives, customers, distributors, dealers and end users forinfringement, whether direct or indirect, of the ‘746 patent or any patentclaiming priority from or through any application that led to or in common withthe ‘746 patent for all time.  Forgentfurther covenants not to sue [***] for any claim of patent infringement for aperiod of five (5) years from the Effective Date.

3.2           [***] covenants not to sue Forgent for any claim of patentinfringement for a period of three (3) years from the Effective Date.

**DISMISSAL**

4.1.          **Dismissal**.  Within three (3) business days of theEffective Date, the Parties shall file an Agreed Motion to Dismiss, mutuallydismissing with prejudice against the other, any and all claims of patent infringementarising from this lawsuit that were or could have been rightfully brought.  Furthermore, [***] in such Agreed Motion,shall dismiss without prejudice any and all of its declaratory judgmentcounterclaims arising from this lawsuit.

4.2           **No Admission of Liability.**  The Parties expresslyagree and acknowledge that by entering into this Release no Party admits anyliability, wrongdoing or the truth of any allegation contained in any claim,defense or counterclaim alleged in the Lawsuit. Neither this Release nor any release contained within it may beconstrued or used as an admission of any issues, facts, wrongdoing, liability,or violation of law whatsoever.

4.3           **Each Party to Pay Its Own Legal Fees**.  The Parties shalleach pay their own legal fees and costs incurred in connection with theLawsuit.

4.4           **Dismissal of Motions**.  The Parties shallpromptly file the necessary papers to advise the Court that all pending motionsas between them, and joinder to all pending motions as between them, arewithdrawn.

----

4.5           **Signature Authority**.  The persons signing this Release eachrepresent that they are duly authorized, with full authority to bind theParties, and that no signature of any other person or entity is necessary tobind the Parties.

4.6           **Limitation on Damages**.  In no event shallany Party be liable to any other Party or person or entity (under any contract,negligence, strict liability, or other theory) for special, exemplary,incidental, or consequential damages arising out of or related to the subject matterof this Release, even if the Party has been advised of the possibility of suchdamages or losses.

4.7           **[***]**

**OTHER REPRESENTATIONS, ACKNOWLEDGEMENTS ANDAGREEMENTS**

5.1           **Successors, Assigns and Beneficiaries**.  This Release shallinure to the benefit of and shall be binding upon the Parties hereto and theirsuccessors, assigns, and representatives.

5.2           Notwithstanding anything to the contrary in any otherprovision of this Release, no right, covenant, release, or any other benefitprovided under this Release shall extend now, or in the future, to [***],including their respective current parents, current subsidiaries, and any oftheir respective successors (as well as any of their respective customers,suppliers, distributors and dealers as it relates to their products) (“LawsuitExcluded Entity”), regardless of any circumstance, including but not limited towhether any such Lawsuit Excluded Entity may be or becomes a successor or anAffiliate of [***].

5.3           Notwithstanding anything to the contrary in any otherprovision of this Release, no right, covenant, release, or any other benefitprovided under this Release shall extend now, or in the future, to thefollowing entities, including their current parents, current subsidiaries, andany of their respective successors (“Additional Excluded Entity”), regardlessof any circumstance, including but not limited to whether any such AdditionalExcluded Entity may be or becomes a successor or an Affiliate of [***] (inwhich case the covenant, release and other benefits of this Agreement shallcontinue to apply to [***] except for the Additional Excluded Entity): [***]

5.4           **Jurisdiction and Choice of Law**.  This Release shallbe interpreted, and the rights and duties of the parties hereto shall bedetermined, in accordance with the laws of the State of Texas, without regardto its conflicts of laws provisions.  TheParties agree to mediate in good faith prior to filing any enforcement actionbased on this Release.

5.5           **Entire Understanding**.  This Release and anyattachments hereto constitute a single, integrated written contract expressingthe entire agreement of the Parties and shall not be modified, supplemented, orrepealed except by a writing signed by each of the Parties.  No covenants, agreements, representations, orwarranties of any kind whatsoever have been made by any Party, except asspecifically set forth in this Release. All prior discussions, written communications, and negotiations havebeen merged and integrated into and are superseded by this Release.

5.6           **Construed as Jointly Prepared**.  This Release shallbe construed as if the Parties jointly prepared it and any uncertainty orambiguity shall not be interpreted against any one Party because of the mannerin which this Release was drafted or prepared.

----

IN WITNESS HEREOF, theParties being fully authorized and empowered to bind themselves to thisRelease, have authorized and executed this Release on the date set forthopposite their respective signatures.

 
|                                              | Forgent Networks, Inc. |
|----------------------------------------------|------------------------|
|                                         |                   |
|                                         |                   |
| DATED: April     ,  2007 | By:                    |   |   |
|                                         |                   |   |   |
|                                         |                   |
|                                         |                   |
|                                         | [***]                  |
|                                         |                   |
| DATED: April     ,  2007 | By:                    |   |   |
|                                         |                   |   |   |

 

----

**EXHIBIT E**

**[***] SETTLEMENTAND RELEASE**

This Release (“Release”) isentered into as of April 25, 2007 (“the Effective Date”), by and betweenForgent Networks, Inc. (hereinafter referred to as “Forgent” and more fullydefined below) and [***] (hereinafter referred to as “[***]” and more fullydefined below) by and through their duly authorized representatives.  This Release is intended to finally andcompletely dispose of the lawsuit and all related claims as to these parties,with prejudice, as more fully described herein.

**RECITALS**

WHEREAS, Forgent and [***]are parties to a lawsuit in the United States District Court for the EasternDistrict of Texas, currently styled * Forgent Networks, Inc. v. EchoStarCommunications, Corporation, et al*, Civil Action No. 606 CV 208 (“theLawsuit”), wherein Forgent seeks damages and injunctive relief for allegedinfringement of United States Patent No. 6,285,746 (hereinafter referred to as “the‘746 patent”);

NOW, THEREFORE, Forgent and[***] (as well as their Affiliates as defined below), after carefully reviewingthis Release and in exchange for the dismissal and releases of all claims andcounterclaims that have been or could have been raised by or against each otherin the Lawsuit, and for other good and valuable considerations, the receipt andsufficiency of which is hereby expressly acknowledged, agree as follows:

**DEFINITIONS**

1.1           [***]

1.2           “Forgent” as used herein means Forgent Networks, Inc., aTexas corporation with its principal office located at 108 Wild Basin Drive,Austin, Texas, and all its Affiliates.

1.3           “Affiliates” as used herein means a person or businessentity, including without limitation entities organized as corporations,partnerships, limited liability partnerships and limited liability companies,that currently or in the future, controls, is controlled by, or is under commoncontrol of or with such person or business entity.  The phrase “controls, is controlled by, or isunder common control with” means the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of suchentity, whether through ownership of voting securities (as to which ownershipof 50% or more establishes control) or other interests, by contract orotherwise.

1.4           The term “Parties” or “Party” means the signatories to thisRelease (Forgent and [***]) both jointly and individually.

----

**RELEASES**

2.1           **Forgent releases [***]. **Forgent releases and discharges[***], its agents, representatives, customers, distributors, and dealers, andend users of the foregoing persons from all******claims that were or could have been broughtin the Lawsuit against [***], and/or its customers by Forgent occurring priorto the Effective Date of this Release, including but not limited to any and allclaims, demands, actions, causes of action (whether known or unknown, whetherdirect or indirect), suits of any kind or nature, rights, damages, costs,losses, expenses and compensation.

2.2           **[***]****releases Forgent. **[***]releases and discharges Forgent, its agents, representatives, customers,distributors, and dealers, and end users of the foregoing persons from all******claims that were orcould have been brought in the Lawsuit against Forgent by [***] occurring priorto the Effective Date of this Release, including but not limited to any and allclaims, demands, actions, causes of action (whether known or unknown, whetherdirect or indirect), suits of any kind or nature, rights, damages, costs,losses, expenses and compensation.

**COVENANTS NOT TO SUE**

3.1.          Forgent covenants not to sue [***] and its agents,representatives, customers, distributors, dealers and end users forinfringement, whether direct or indirect, of the ‘746 patent or any patentclaiming priority from or through any application that led to or in common withthe ‘746 patent for all time.  Forgentfurther covenants not to sue [***] for any claim of patent infringement for aperiod of five (5) years from the Effective Date.

3.2           [***] covenants not to sue Forgent for any claim of patentinfringement for a period of three (3) years from the Effective Date.

**DISMISSAL**

4.1.          **Dismissal**.  Within three (3) business days of theEffective Date, the Parties shall file an Agreed Motion to Dismiss, mutuallydismissing with prejudice against the other, any and all claims of patentinfringement arising from this lawsuit that were or could have been rightfullybrought.  Furthermore, [***] in suchAgreed Motion, shall dismiss without prejudice any and all of its declaratoryjudgment counterclaims arising from this lawsuit.

4.2           **No Admission of Liability.**  The Parties expresslyagree and acknowledge that by entering into this Release no Party admits anyliability, wrongdoing or the truth of any allegation contained in any claim,defense or counterclaim alleged in the Lawsuit. Neither this Release nor any release contained within it may beconstrued or used as an admission of any issues, facts, wrongdoing, liability,or violation of law whatsoever.

4.3           **Each Party to Pay Its Own Legal Fees**.  The Parties shalleach pay their own legal fees and costs incurred in connection with theLawsuit.

4.4           **Dismissal of Motions**.  The Parties shallpromptly file the necessary papers to advise the Court that all pending motionsas between them, and joinder to all pending motions as between them, arewithdrawn.

----

4.5           **Signature Authority**.  The persons signing this Release eachrepresent that they are duly authorized, with full authority to bind theParties, and that no signature of any other person or entity is necessary tobind the Parties.

4.6           **Limitation on Damages**.  In no event shallany Party be liable to any other Party or person or entity (under any contract,negligence, strict liability, or other theory) for special, exemplary,incidental, or consequential damages arising out of or related to the subject matterof this Release, even if the Party has been advised of the possibility of suchdamages or losses.

4.7           **[***]**

**OTHER REPRESENTATIONS, ACKNOWLEDGEMENTS ANDAGREEMENTS**

5.1           **Successors, Assigns and Beneficiaries**.  This Release shallinure to the benefit of and shall be binding upon the Parties hereto and theirsuccessors, assigns, and representatives.

5.2           Notwithstanding anything to the contrary in any otherprovision of this Release, no right, covenant, release, or any other benefitprovided under this Release shall extend now, or in the future, to [***],including their respective current parents, current subsidiaries, and any oftheir respective successors (as well as any of their respective customers,suppliers, distributors and dealers as it relates to their products) (“LawsuitExcluded Entity”), regardless of any circumstance, including but not limited towhether any such Lawsuit Excluded Entity may be or becomes a successor or anAffiliate of [***].

5.3           Notwithstanding anything to the contrary in any otherprovision of this Release, no right, covenant, release, or any other benefitprovided under this Release shall extend now, or in the future, to thefollowing entities, including their current parents, current subsidiaries, andany of their respective successors (“Additional Excluded Entity”), regardlessof any circumstance, including but not limited to whether any such AdditionalExcluded Entity may be or becomes a successor or an Affiliate of [***] (inwhich case the covenant, release and other benefits of this Agreement shallcontinue to apply to [***] except for the Additional Excluded Entity): [***]

5.4           **Jurisdiction and Choice of Law**.  This Release shallbe interpreted, and the rights and duties of the parties hereto shall bedetermined, in accordance with the laws of the State of Texas, without regardto its conflicts of laws provisions.  TheParties agree to mediate in good faith prior to filing any enforcement actionbased on this Release.

5.5           **Entire Understanding**.  This Release and anyattachments hereto constitute a single, integrated written contract expressingthe entire agreement of the Parties and shall not be modified, supplemented, orrepealed except by a writing signed by each of the Parties.  No covenants, agreements, representations, orwarranties of any kind whatsoever have been made by any Party, except asspecifically set forth in this Release. All prior discussions, written communications, and negotiations havebeen merged and integrated into and are superseded by this Release.

5.6           **Construed as Jointly Prepared**.  This Release shallbe construed as if the Parties jointly prepared it and any uncertainty orambiguity shall not be interpreted against any one Party because of the mannerin which this Release was drafted or prepared.

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IN WITNESS HEREOF, theParties being fully authorized and empowered to bind themselves to thisRelease, have authorized and executed this Release on the date set forthopposite their respective signatures.

 
|                                              | Forgent Networks, Inc. |
|----------------------------------------------|------------------------|
|                                         |                   |
|                                         |                   |
| DATED: April     ,  2007 | By:                    |   |   |
|                                         |                   |   |   |
|                                         |                   |
|                                         |                   |
|                                         | [***]                  |
|                                         |                   |
| DATED: April     ,  2007 | By:                    |   |   |
|                                         |                   |   |   |

 

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**EXHIBIT F**

**[***] SETTLEMENTAND RELEASE**

This Release (“Release”) isentered into as of April 25, 2007 (“the Effective Date”), by and betweenForgent Networks, Inc. (hereinafter referred to as “Forgent” and more fullydefined below), [***] (hereinafter referred to collectively as “[***]” and morefully defined below) by and through their duly authorized representatives.  This Release is intended to finally andcompletely dispose of the lawsuit and all related claims as to these parties,with prejudice, as more fully described herein.

**RECITALS**

WHEREAS, Forgent and [***]are parties to a lawsuit in the United States District Court for the EasternDistrict of Texas, currently styled * Forgent Networks, Inc. v. EchoStarCommunications, Corporation, et al*, Civil Action No. 606 CV 208 (“theLawsuit”), wherein Forgent seeks damages and injunctive relief for allegedinfringement of United States Patent No. 6,285,746 (hereinafter referred to as “the‘746 patent”);

NOW, THEREFORE, Forgent and[***] (as well as their Affiliates as defined below), after carefully reviewingthis Release and in exchange for the dismissal and releases of all claims andcounterclaims that have been or could have been raised by or against each otherin the Lawsuit, and for other good and valuable considerations, the receipt andsufficiency of which is hereby expressly acknowledged, agree as follows:

**DEFINITIONS**

1.1           [***]

1.2           “Forgent” as used herein means Forgent Networks, Inc., aTexas corporation with its principal office located at 108 Wild Basin Drive,Austin, Texas, and all its Affiliates.

1.3           “Affiliates” as used herein means a person or businessentity, including without limitation entities organized as corporations,partnerships, limited liability partnerships and limited liability companies,that currently or in the future, controls, is controlled by, or is under commoncontrol of or with such person or business entity.  The phrase “controls, is controlled by, or isunder common control with” means the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of suchentity, whether through ownership of voting securities (as to which ownershipof 50% or more establishes control) or other interests, by contract orotherwise.

1.4           The term “Parties” or “Party” means the signatories to thisRelease (Forgent and [***]) both jointly and individually.

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**RELEASES**

2.1           **Forgent releases****[***]****. **Forgent releases and discharges [***], its agents,representatives, customers, distributors, and dealers, and end users of theforegoing persons from all******claims that were or could have been brought in the Lawsuitagainst [***] and/or its customers by Forgent occurring prior to the EffectiveDate of this Release, including but not limited to any and all claims, demands,actions, causes of action (whether known or unknown, whether direct orindirect), suits of any kind or nature, rights, damages, costs, losses,expenses and compensation.

2.2           **[***]****releases Forgent. **[***] releases and discharges Forgent, its agents,representatives, customers, distributors, and dealers, and end users of theforegoing persons from all******claims that were or could have been brought in the Lawsuitagainst Forgent by [***] occurring prior to the Effective Date of this Release,including but not limited to any and all claims, demands, actions, causes ofaction (whether known or unknown, whether direct or indirect), suits of anykind or nature, rights, damages, costs, losses, expenses and compensation.

**COVENANTS NOT TO SUE**

3.1.          Forgent covenants not to sue [***] and its agents,representatives, customers, distributors, dealers and end users forinfringement, whether direct or indirect, of the ‘746 patent or any patentclaiming priority from or through any application that led to or in common withthe ‘746 patent for all time.  Forgentfurther covenants not to sue [***] for any claim of patent infringement for aperiod of five (5) years from the Effective Date.

3.2           [***] covenants not to sue Forgent for any claim of patentinfringement for a period of three (3) years from the Effective Date.

**DISMISSAL**

4.1.          **Dismissal**.  Within three (3) business days of theEffective Date, the Parties shall file an Agreed Motion to Dismiss, mutuallydismissing with prejudice against the other, any and all claims of patentinfringement arising from this lawsuit that were or could have been rightfullybrought.  Furthermore, [***] in suchAgreed Motion, shall dismiss without prejudice any and all of its declaratoryjudgment counterclaims arising from this lawsuit.

4.2           **No Admission of Liability.**  The Parties expresslyagree and acknowledge that by entering into this Release no Party admits anyliability, wrongdoing or the truth of any allegation contained in any claim,defense or counterclaim alleged in the Lawsuit. Neither this Release nor any release contained within it may beconstrued or used as an admission of any issues, facts, wrongdoing, liability,or violation of law whatsoever.

4.3           **Each Party to Pay Its Own Legal Fees**.  The Parties shalleach pay their own legal fees and costs incurred in connection with theLawsuit.

4.4           **Dismissal of Motions**.  The Parties shallpromptly file the necessary papers to advise the Court that all pending motionsas between them, and joinder to all pending motions as between them, arewithdrawn.

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4.5           **Signature Authority**.  The persons signing this Release eachrepresent that they are duly authorized, with full authority to bind theParties, and that no signature of any other person or entity is necessary tobind the Parties.

4.6           **Limitation on Damages**.  In no event shallany Party be liable to any other Party or person or entity (under any contract,negligence, strict liability, or other theory) for special, exemplary,incidental, or consequential damages arising out of or related to the subjectmatter of this Release, even if the Party has been advised of the possibilityof such damages or losses.

4.7           **[***]**

**OTHER REPRESENTATIONS, ACKNOWLEDGEMENTS ANDAGREEMENTS**

5.1           **Successors, Assigns and Beneficiaries**.  This Release shallinure to the benefit of and shall be binding upon the Parties hereto and theirsuccessors, assigns, and representatives.

5.2           Notwithstanding anything to the contrary in any otherprovision of this Release, no right, covenant, release, or any other benefitprovided under this Release shall extend now, or in the future, to [***],including their  respective currentparents, current subsidiaries, and any of their respective successors (as wellas any of their respective customers, suppliers, distributors and dealers as itrelates to their products) (“Lawsuit Excluded Entity”), regardless of anycircumstance, including but not limited to whether any such Lawsuit ExcludedEntity may be or becomes a successor or an Affiliate of [***].

5.3           Notwithstanding anything to the contrary in any otherprovision of this Release, no right, covenant, release, or any other benefitprovided under this Release shall extend now, or in the future, to thefollowing entities, including their current parents, current subsidiaries, andany of their respective successors (“Additional Excluded Entity”), regardlessof any circumstance, including but not limited to whether any such AdditionalExcluded Entity may be or becomes a successor or an Affiliate of [***] (inwhich case the covenant, release and other benefits of this Agreement shallcontinue to apply to [***] except for the Additional Excluded Entity): [***]

5.4           **Jurisdiction and Choice of Law**.  This Release shallbe interpreted, and the rights and duties of the parties hereto shall bedetermined, in accordance with the laws of the State of Texas, without regardto its conflicts of laws provisions.  TheParties agree to mediate in good faith prior to filing any enforcement actionbased on this Release.

5.5           **Entire Understanding**.  This Release and anyattachments hereto constitute a single, integrated written contract expressingthe entire agreement of the Parties and shall not be modified, supplemented, orrepealed except by a writing signed by each of the Parties.  No covenants, agreements, representations, orwarranties of any kind whatsoever have been made by any Party, except asspecifically set forth in this Release. All prior discussions, written communications, and negotiations havebeen merged and integrated into and are superseded by this Release.

5.6           **Construed as Jointly Prepared**.  This Release shallbe construed as if the Parties jointly prepared it and any uncertainty orambiguity shall not be interpreted against any one Party because of the mannerin which this Release was drafted or prepared.

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IN WITNESS HEREOF, theParties being fully authorized and empowered to bind themselves to thisRelease, have authorized and executed this Release on the date set forthopposite their respective signatures.

 
|                                              | Forgent Networks, Inc. |
|----------------------------------------------|------------------------|
|                                         |                   |
|                                         |                   |
| DATED: April     ,  2007 | By:                    |   |   |
|                                         |                   |   |   |
|                                         |                   |
|                                         |                   |
|                                         | [***]                  |
|                                         |                   |
| DATED: April     ,  2007 | By:                    |   |   |
|                                         |                   |   |   |
|                                         |                   |
|                                         |                   |
|                                         | [***]                  |
|                                         |                   |
| DATED: April     ,  2007 | By:                    |   |   |
|                                         |                   |   |   |

 

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**EXHIBIT G**

**INITIALFORM 8-K ATTACHED**

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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

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**FORM 8-K**

**CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

**Date ofReport:**

(Date of earliest event reported)

**April     , 2007**

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**FORGENTNETWORKS, INC.**

(Exact name of registrant as specified in charter)

| **Delaware**                                                     |   | **0-20008**               |   | **74-2415696**                      |
|------------------------------------------------------------------|--------|---------------------------|--------|-------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |   | (Commission File  Number) |   | (IRS Employer  Identification  No.) |

 

**108 Wild Basin Road**

**Austin, Texas 78746**

(Address ofprincipal executive offices and zip code)

**(512) 437-2700**

(Registrant’s telephone

number, including area code)

**N/A**

(Former name or former address, if changed since last report)

Check theappropriate box below if the Form 8-K filing is intended to simultaneouslysatisfy the filing obligation of the Registrant under any of the followingprovisions (see General Instruction A.2. below):

o   Writtencommunications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o   Solicitingmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o   Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)).

o   Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)).

 

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**Section 1 – Registrant’s Business andOperations**

**Item 1.01               Entry into a Material Definitive Agreement.**

In July 2005, theRegistrant initiated litigation against 15 companies for infringement ofU.S. Patent No. 6,285,746 (the “ ‘746 patent”) in the United StatesDistrict Court for the Eastern District of Texas (the “ ‘746 Litigation”),seeking injunctive relief against sales of infringing products and monetarydamages, among other relief sought.  The ‘746Litigation is described in Note 9 to the Consolidated Financial Statementsand Part II, Item 1 of the Registrant’s Form 10-Q for the quarter endedJanuary 31, 2007.

Effective April      ,2007, the Registrant has entered into settlement and license arrangements withnine of the defendants in the ‘746 Litigation: Cable One, Inc.,Charter Communications, Inc.; Comcast Corporation; Comcast STB SoftwareDVR, LLC; Coxcom, Inc.; Digeo, Inc.; Motorola, Inc.; Scientific-Atlanta,Inc.; and Time Warner Cable, Inc. Under the arrangements, the Registrant granted the defendants a patentlicense and the defendants agreed to pay the Registrant a total of $20.0million.  Additionally, all partiesagreed to release all claims against each other and the Registrant has nofuture obligations related to this settlement.

The Registrant continues to monitor the progress ofthe ‘746 Litigation with respect to the remaining defendants and the UnitedStates Patent and Trademark Office’s re-examination of the ‘746 Patent.  The Registrant will vigorously defend thevalidity of its ‘746 Patent, as well as pursue any entities that violated its ‘746Patent.  Resolution of some or all ofthese matters could materially affect the Registrant’s business, future resultsof operations, financial position or cash flows in a particular period.

Pursuant to InstructionB.4 to Form 8-K and applicable regulations and releases, copies of documentsrelated to the foregoing matters reported under Item 1.01 will be filed asan exhibit or exhibits not later than the Registrant’s quarterly report on Form10-Q applicable to the quarter ending April 30, 2007.  All summaries and descriptions of documentsset forth above are qualified in their entirety by the documents themselves,filed as an exhibit or exhibits to a later report.

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**SIGNATURES**

Pursuant to the requirementsof the Securities Exchange Act of 1934, the Registrant has duly caused thisreport to be signed on its behalf by the undersigned hereunto duly authorized.
|                                                        | **FORGENT NETWORKS, INC.** |
|--------------------------------------------------------|----------------------------|
| ** **                                             | ** **                 |
| ** **                                             | ** **                 |
| Date:  April     ,  2007 | By:                        | /s/ Jay C. Peterson |   |
|                                                   |                       | Jay C. Peterson |
|                                                   |                       | Chief Financial Officer |

 

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