**Exhibit10.39**

**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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**SETTLEMENTAND LICENSE AGREEMENT**

This Settlement and LicenseAgreement (“***Agreement***”) is effective asof April 25, 2007 (“***Effective Date***”), betweenCisco Systems, Inc. (“***Cisco***”),with its principal place of business at 170 West Tasman Drive, San Jose, CA95134 and Forgent Networks, Inc. (“***Forgent***”),with its principal place of business at 108 Wild Basin Drive, Austin, TX78746, collectively (the “***Parties***”).

**RECITALS**

**WHEREAS,**Forgentbrought suit against certain customers of Scientific-Atlanta, Inc., (“***Scientific-Atlanta***”), an Affiliate(as defined below) of Cisco, in *Forgent Networks, Inc. v.Echostar Communications Corporation et al.*, Civil Action No. 6:06-cv-00208-LED(E.D. Tex., filed July 14, 2005) (the “***Forgent Action***”) alleginginfringement of United States Patent No.****6,285,746 (the“***Asserted Patent***”);

**WHEREAS**, Scientific-Atlantafiled a separate declaratory judgment action against Forgent alleging, interalia, that the Asserted Patent is invalid and not infringed;

**WHEREAS**, Scientific-Atlanta’sdeclaratory judgment action was subsequently consolidated into the ForgentAction;

**WHEREAS**, Forgent allegedinfringement claims against Scientific-Atlanta;

**WHEREAS,**Cisco and CiscoTechnology, Inc. brought suit against Forgent in *CiscoSystems, Inc. and Cisco Technology, Inc. v. Forgent Networks, Inc.*,Civil Action No. 07-C-0085-S (W.D. Wisc., filed Feb. 14, 2007) (the “***Cisco Action***”)******alleginginfringement of United States Patent No.****5,720,023 andUnited States Patent No. 6,295,527;

**WHEREAS,** the Parties now desireto settle all claims presented in the Forgent Action and the Cisco Action andall actions or conduct that predated execution of this Agreement, fully,finally and without making any admissions or concessions concerning theirrespective factual or legal positions; and

**WHEREAS,**Forgent and its Affiliates own certain patents to which Cisco and itsAffiliates desire a license and release from any claims of past infringement;

**THEREFORE**, inconsideration of the promises and mutual covenants herein contained and othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Cisco and Forgent, each on behalf of itself and itsAffiliates, agree as follows:

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**AGREEMENT**

**Section1.****              DEFINITIONS**

1.1           “***Acquire***”or “***Acquisition***” shall mean:

(a)           If the Entity has voting shares or othervoting securities, an acquisition of an Entity in which more than fifty percent(50%) of the outstanding shares or securities representing the right to votefor the election of directors or other managing authority for such Entitybecomes owned or controlled directly or indirectly by another Entity; or

(b)           If the Entity does not have voting shares orother voting securities, an acquisition of an Entity in which more than fiftypercent (50%) of the ownership interest representing the right to makedecisions for such Entity becomes owned or controlled directly or indirectly byanother Entity; or

(c)           An acquisition of all or substantially all ofthe assets of an Entity directly or indirectly by another Entity.

1.2           “***Affiliate(s)***”of a Party shall mean any and all entities, now or in the future and forso long as the following ownership and control exists, that: (i) own orcontrol, directly or indirectly, the Party; (ii) are owned or controlled by, orunder common control with, directly or indirectly, the Party; or (iii) areowned or controlled, directly or indirectly, by a Parent Company.  Forpurposes of the preceding sentence, own or control shall mean:

(a)           If the Entity has voting shares or other voting securities, ownershipor control (directly or indirectly) of more than fifty percent (50%) of theoutstanding shares or securities entitled to vote for the election of directorsor other similar managing authority for such Entity; or

(b)           If the Entity does not have voting shares or other voting securities,ownership or control (directly or indirectly) of more than fifty percent (50%)of the ownership interest representing the right to make decisions for suchEntity.

1.3           “***Authorized Third Party***” shall meanany Entity that is implicitly or explicitly authorized by a Party or itsAffiliates to exercise any legal rights or to perform any activities withrespect to [***], includingwithout limitation, suppliers, manufacturers, original equipment or devicemanufacturers, assemblers, replicators, integrators, distributors, resellers,value-added resellers, customers [***]and users, provided that such rights shall extend to such Entities only withrespect to [***].

1.4           “***Entity***”shall mean a corporation, association, partnership, business trust, jointventure, limited liability company, proprietorship, unincorporated association,individual or other entity that can exercise independent legal standing.

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1.5           “***Forgent Patents***” shall mean any andall classes and types of patents, patent applications, and patent rightsrecognized anywhere in the world having a filing date or priority date on orbefore the Effective Date or within two (2) years after the Effective Date*,* including, without limitation, U.S. Patent No. 6,285,746,and all other utility patents and utility models, that Forgent or any of itsAffiliates owns, has, acquires, or has the right to enforce, now or within two(2) years after the Effective Date, and all patents claiming benefit, in wholeor in part, of any of their filing dates including, but not limited to,extensions, divisionals, continuations, continuations-in-part, reissues,reexaminations, substitutions and foreign counterparts of any of the foregoing.

1.6           “***Licensed Products***” shall mean any and all products and services[***].

1.7           “***Combination Products***” shall mean:

(a)           A combination of Licensed Products; and/or

(b)           A combination of one or more LicensedProducts with [***].

1.8           **“Parent Company”**shall mean any Entity that owns or controls (directly or indirectly) more thanfifty percent (50%) of the outstanding shares or securities representing theright to vote for the election of directors or other managing authority of aParty.

1.9           “***Party***” or “***Parties***” shall mean either Cisco,Forgent, or both, as the context indicates.

1.10         “***Program***”shall mean a plurality of instructions capable of being interpreted or executedby a product, whether or not such instructions are in a machine-readable formand whether or not such instructions require some processing (such as assemblyor compilation) prior to interpretation or execution and whether or not suchinstructions are implemented in hardware or software.

1.11         [***]

**Section 2.****             ****GRANT OF RIGHTS**

2.1           Forgent Grant.  Subject to the terms and conditions containedherein, Forgent, on behalf of itself and its Affiliates, grants to Cisco andits Affiliates a nonexclusive, worldwide, royalty-free, irrevocable, perpetual,and fully paid-up license, under all Forgent Patents:

(a)           to make (including theright to use any apparatus and practice any method in making), use, sell, offerfor sale, lease, export, import or otherwise dispose of Licensed Products; and

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(b)          to haveLicensed Products made or otherwise provided by one or more third parties forthe use, sale, offer for sale, lease, exportation, importation, or disposal byCisco, its Affiliates, or Authorized Third Parties.

2.2           Authorized ThirdParties.  Authorized Third Parties shallbe licensed under the Forgent Patents to:

(a)           make, use, sell, offer for sale, lease, export,import or otherwise dispose of [***];****and/or

(b)           use a method or process claimed in a Forgent Patent that [***],and to sell, offer for sale, lease, export, import or otherwise dispose of [***].

2.3           Covenant.  Each party, on behalf of itself and itsAffiliates, covenants not to sue or threaten to sue (or instruct, encourage, oraid a third party to sue or threaten to sue) the other party, its Affiliates,or Authorized Third Parties for a period of five (5) years from the EffectiveDate; provided, however, that suchcovenant as to Authorized Third Parties shall be limited to a covenant onlywith respect to claims of infringement of Forgent Patents with respect to[***].  Damages shall not accrueduring this covenant period and neither party shall seek or recover any pastdamages accrued during this covenant period in any later proceeding.

2.4           Limitation onAssertions.  In any communication orlitigation filing by Forgent, its Affiliates, or representatives alleginginfringement of any of the Forgent Patents, Forgent’s assertion of infringementshall not, in any way, rely upon the functionality, structure, or othercharacteristics of a Licensed Product or a Combination Product; provided thatthis Section 2.4 shall not be interpreted to prohibit Forgent from addressingan issue raised by the defendants in the Forgent Action.

2.5           Scope of Activitiesand Rights.  Each Party acknowledgesand agrees that the terms make, use, sell, offer for sale, lease, export,import and otherwise dispose of as used throughout this Agreement withreference to Licensed Products or Combination Products includes, withoutlimitation, licensing, leasing, and any other form or type of conveyance orcommercial activity.  Each Partyacknowledges and agrees that the term license and the term right(s) as usedthroughout this Agreement with reference to Forgent Patents includes anylicense, release, covenant, immunity, or other right.

2.6           Limitations.** **To the extent Forgentor any of its Affiliates has or acquires less than full rights with respect toany Forgent Patents, the license or other rights granted by Forgent under suchForgent Patents shall be for as much of such terms as, and to the maximumextent that, Forgent or its Affiliates has the right to grant.

2.7           Interfaces.  If Cisco or its Affiliates licenses orprovides a proprietary specification to a third party, where such specificationincludes a [***], such thirdparty shall be immune from any claim or suit under any Forgent Patent formaking, using,

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leasing, importing,exporting, offering for sale or otherwise disposing [***] to communicate with a product orportion thereof that is a Licensed Product.

2.8           Programs and ProgramModifications.  Forgent, on behalf ofitself and its Affiliates, hereby represents, warrants and irrevocablycovenants to Cisco and its Affiliates that third parties who receive Programsthat are [***] shall be immunefrom any claim or suit under the Forgent Patents for the formation, modification,use, sale, license, offer for sale, lease (including license of software),importation, exportation, distribution, disposal, or other transfer of anychanges, additions, or modifications of such Programs.

2.9           Third Party Lawsuits.** **To the extent thatForgent or its Affiliates own or control a patent on the Effective Date orwithin two (2) years after theEffective Date that, in the absence of a grant of licenses or other rightsunder such patent to a third party by Forgent or its Affiliates, wouldotherwise qualify as a Forgent Patent, Forgent and its Affiliates covenant notto sue or threaten to sue (or instruct, encourage, or aid a third party to sueor threaten to sue) Cisco, its Affiliates, or Authorized Third Parties forinfringement of such patent; provided, however, that such covenant as toAuthorized Third Parties shall be limited to a covenant only with respect toclaims of infringement with respect to [***].

**Section 3.****             ****RELEASES**

3.1           Mutual Release.  Each Party, on behalf of itself and its Affiliates,successors and assigns, hereby releases, acquits and forever discharges theother Party and its Affiliates, and all of their respective current and formerpredecessors, successors, agents, attorneys, employees, officers,  and directors, (collectively “***Released Parties***”) from any and allactions, causes of action, claims or demands, liabilities, losses, damages,attorneys’ fees, court costs, or any other form of claim or compensation forknown and unknown acts, including without limitation any claim of infringementof patents, that happened prior to the Effective Date, and such Party, onbehalf of itself and its Affiliates, covenants not to sue or threaten to sue(or instruct, encourage, or aid a third party to sue or threaten to sue) anyReleased Party on account of any such claim.

3.2           Forgent Release of Authorized Third Parties.  Forgent,on behalf of itself and its Affiliates, successors and assigns, herebyreleases, acquits and forever discharges [***]from any and all actions, causes of action, claims or demands, liabilities,losses, damages, attorneys’ fees, court costs, or any other form of claim orcompensation for claims of infringement, whether known and unknown, related tothe Forgent Patents with respect to [***].  Forgent, on behalf of itself and itsAffiliates, covenants not to sue or threaten to sue (or instruct, encourage, oraid a third party to sue or threaten to sue) any ATP Released Party on accountof any such claim.

3.3           Acquired Company.  Inthe event of an Acquisition of an Entity (“***Acquired Company***”)by Cisco or its Affiliates, then Forgent, on behalf of itself and itsAffiliates, shall release the Acquired Company and all of its current andformer officers, employees, agents, directors, shareholders, owners, users,customers, distributors, resellers (including

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value-addedresellers), manufacturers (including original equipment or devicemanufacturers), assemblers, replicators, and integrators [***] of such AcquiredCompany.

3.4           Departing Affiliates.  Ifan Affiliate ceases to be an Affiliate of Cisco after the Effective Date (“***Departing Affiliate***”), any licenses,rights, covenants, releases and other immunities provided to the DepartingAffiliate under this Agreement with respect to the Forgent Patents [***] ofsuch Forgent Patents.

3.5           Release of Unknown Claims.  Eachrelease contained in this Agreement extends to claims to which the Parties andtheir respective Affiliates do not know or suspect to exist in their favor,which if known by them, would have materially affected their decision to enterinto the releases contained in this Agreement. Without acknowledging the application of California law to thisAgreement, each of the Parties, on behalf of itself and its Affiliates,acknowledges that it is familiar with Section 1542 of the Civil Code of theState of California, which is quoted as follows:

AGENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW, ORSUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IFKNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

The Parties expressly waive their right under Section1542 as to any unknown claims within the scope of the releases under thisAgreement.

**Section 4.****             ****DISMISSAL AND PAYMENT**

4.1           Dismissal.  Within three (3) business days of theEffective Date, Forgent will dismiss with prejudice all claims brought againstScientific-Atlanta in the Forgent Action and Cisco shall causeScientific-Atlanta to dismiss with prejudice all claims brought against Forgentin the Forgent Action by filing an Agreed Motion to Dismiss with Prejudice andAgreed Order of Dismissal substantially in the form attached hereto as ExhibitA.  Within three (3) business days of theEffective Date, Forgent will dismiss with prejudice all claims brought againstCisco in the Cisco Action and Cisco will dismiss with prejudice all claimsbrought against Forgent in the Cisco Action (and Cisco shall cause CiscoTechnology, Inc. to also dismiss with prejudice all claims brought againstForgent in the Cisco Action) by filing an Agreed Motion to Dismiss withPrejudice and Agreed Order of Dismissal substantially in the form attachedhereto as Exhibit D.

4.2           ConditionalDismissal.  Provided that asettlement agreement is reached with [***],Cisco will use reasonable efforts to have each [***] enter into a Release Agreement in the form of thatattached as [***] withForgent.  Within three (3)

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business days of theeffective date of the [***],Forgent will dismiss with prejudice all claims brought against the [***] that has signed the [***] by filing an Agreed Motion toDismiss with Prejudice and Agreed Order of Dismissal substantially in the formattached hereto as [***].

4.3           [***]

4.4           [***]

4.5           Complete Payment.  The payment in Section 4.3 shall be the totalcompensation for Forgent for the rights and releases granted in this Agreement,and no additional payment will be made or owed to Forgent, their Affiliates, orany other party by Cisco or its Affiliates or Authorized Third Parties for therights and releases granted in this Agreement.

4.6           Taxes.  Forgent will be responsible for any duties,taxes, and/or levies to which it is subject as a result of any paymenthereunder.

4.7           Costs and Expenses.The Parties agree that each Party shall be responsible for its own costs andexpenses relating to the Forgent Action and to the Cisco Action (includingattorney and expert fees and expenses).

**Section 5.****             ****TERM AND TERMINATION**

5.1           Term.  The term of the licensesgranted under this Agreement shall be from the Effective Date until the last ofthe Forgent Patents expires.  All otherprovisions in this Agreement including, but not limited to, the releases,immunities, and the covenants not to sue (other than to the extent specified inthis Agreement) shall continue in perpetuity.

**Section6.**              **REPRESENTATIONS AND WARRANTIES**

6.1           Authority.  Each Party, on behalf ofitself and its Affiliates, represents and warrants that the individuals signingthis Agreement have full authority or authorization to execute this Agreementfor, and on behalf of, and to bind the Parties and their Affiliates, and that,when signed, this Agreement will be binding and enforceable according to itsterms.

6.2           NoConflicts. Each Party, on behalf of itself and its Affiliates, representsand warrants that neither it, norany of its Affiliates, will enter into any other agreement or understanding inconflict with the provisions contained in this Agreement.

6.3           Right and Title.  Forgent, on behalf of itself and itsAffiliates, represents and warrants to Cisco that:  (a)  Forgentowns all rights, title, and interest in and to the Forgent Patents, and that noother third party owns any right to recover for infringement of or to assertany rights in the Forgent Patents (with the exception of agreements withForgent’s legal counsel); (b) Forgent has the right to grant the licenses,rights, releases,

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covenants, andimmunities of the full scope set forth in this Agreement with respect to allForgent Patents; (c) Forgent has not granted and will not grant any licenses orother rights, under the Forgent Patents or otherwise, that would conflict withor prevent the licenses and rights granted to Cisco hereunder; and (d) thereare no liens, conveyances, mortgages, assignments, encumbrances, or otheragreements that would prevent or impair the full and complete exercise of theterms of this Agreement.  Forgent agreesto indemnify and hold Cisco and its Affiliates harmless from any claim broughtin violation of the representations and warranties in this Section 6.3 and fromany claim brought by any third party that owns any right to recover forinfringement of or to assert any rights in the Forgent Patents.

6.4           No PatentCircumvention.  Other than withrespect to the prior transfer by Forgent of its patents to Tandberg Telecom ASin November 2006, Forgent, on behalf of itself and its Affiliates representsand warrants that neither it, nor any of its Affiliates, has entered into anytransaction since the filing of the Forgent Action, wherein which the result ofthe transaction was to remove any patents, patent applications, or patentrights from the definition of Forgent Patents. Forgent, on behalf of itself and its Affiliates, represents and warrantsthat, other than with respect to the prior transfer by Forgent of its patentsto Tandberg Telecom AS in November 2006, there has been no transfer of anypatents or patent rights by Forgent or its Affiliates to any third party sincethe filing of the Forgent Action and that all patents or patent rights owned orcontrolled by Forgent or its Affiliates as of the filing of the Forgent Actionare included in this definition of Forgent Patents.

6.5           Control of Patents. Forgent, on behalf of itself and itsAffiliates, hereby represents and warrants to Cisco that, as of the EffectiveDate, Forgent and/or its Affiliates own or control all patents of any ultimateparent company of Forgent, if any, existing as of the Effective Date (“***Current Parent***”) or any Affiliate ofany Current Parent, if any.

6.6           Full Rights.  To the extent that Forgent and its Affiliatesdo not have the rights to grant fully the releases, licenses, covenants andother rights set out in this Agreement, each of them grants the broadest suchrights that it is entitled to grant consistent with the terms set out herein.

6.7           DISCLAIMER. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT**,** NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED, NOR SHALL EITHER PARTY HAVE ANY LIABILITY IN RESPECT OF ANYINFRINGEMENT OF PATENTS OR OTHER RIGHTS OF THIRD PARTIES DUE TO THE OPERATIONOF THE PARTY OR ITS AFFILIATES UNDER THE LICENSE, RIGHTS, RELEASES OR OTHERIMMUNITIES HEREIN GRANTED.  EACH PARTYAND ITS AFFILIATES EXPRESSLY DISCLAIM ANY WARRANTIES OF VALIDITY,ENFORCEABILITY, SCOPE, PERFECTION OR DOMINANCE OF THE FORGENT PATENTS.

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**Section7.****              CONFIDENTIALITY**

7.1           Nondisclosure.  EachParty, on behalf of itself and its Affiliates, agrees not to disclose thisAgreement or the terms or conditions contained herein (collectively “***Confidential Information***”) to anythird party (other than its Affiliates) without the prior written consent ofthe other Party.

7.2           Exceptions. AParty or its Affiliates may disclose Confidential Information, on or after theEffective Date, only:

(a)           On a confidentialbasis, to advise its actual or potential Authorized Third Parties that they arelicensed under the Forgent Patents and the extent to which they are licensed;

(b)           If required by courtorder, governmental agency or as otherwise may be required by law, provided theParty required to disclose gives the other Party written notice at least ten(10) days prior to disclosure to enable the other Party to seek a protectiveorder, and reasonable steps are taken by the disclosing Party to maintain theconfidentiality of the Confidential Information;

(c)           If required to enforcerights under this Agreement, and reasonable steps are taken by the disclosingParty to maintain the confidentiality of the Confidential Information; or

(d)           To the extentreasonably necessary, on a confidential basis, to: (i) its accountants,attorneys, and financial advisors; (ii) its present or future providers ofventure capital and/or potential investors in or Acquirers of such Party; (iii)any governmental body having jurisdiction and calling therefore; (iv) legalcounsel representing a Party or representing an Entity proposing to merge withor acquire the Party or one of its Affiliates; (v) a Party’s insurer; or (vi)third parties in connection with financing or potential acquisition activities;provided that, in the situations described in (ii) through (vi), such Partyexercises reasonable efforts, consistent with industry norms, to obligate suchthird parties to maintain the confidentiality of the Confidential Information.

(e)           Forgent may onlypublicly issue an announcement substantially similar to what is attached asExhibit E as its press release and body of its initial Form 8-K with respect tothis Agreement.  Notwithstanding the confidentiality obligations in this Agreement,each Party acknowledges and agrees that the other Party may comply with itssecurities disclosure obligations under applicable laws and regulations, including securities laws and regulations and continuous disclosureobligations, including referencing or disclosingthis Agreement and any of its statements as required (each suchdisclosure as to this Agreement or any of itsExhibits, a “***Securities Disclosure***”)subject to the provisions of this Section. In making a Securities Disclosure, eachParty agrees to act in good faith to maintain the confidentiality of thisAgreement,****eachprovision hereof, and each Exhibit hereto, to the greatest extent reasonablypossible, consistent with all legal and regulatory obligations.  In all instances, the Party making aSecurities Disclosure

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shall consult with theother Party at least five (5) days prior to releasing or filing the SecuritiesDisclosure and respond to any related request for confidential treatment (“***CTR***”).  Following its response, the disclosing Partyshall provide reasonable opportunity for discussion at the request of the otherParty regarding the CTR and the scope of the Securities Disclosure.  Any disclosing Party agrees to work in goodfaith with the other Party regarding any Securities Disclosure and any CTR toimplement the foregoing, with the understanding that the disclosing Partymaintains full authority to determine in good faith, consistent with theforegoing obligations, the extent of disclosure that is required to be made tocomply with all applicable laws and regulations.

**Section8.****              ASSIGNMENT**

8.1           No Assignment.  Neither Party shall assign or delegate thisAgreement in whole or in part, or any of the licenses, rights, covenants,immunities, releases, or duties under this Agreement, by agreement, merger,reorganization, sale of all or substantially all of its assets, operation oflaw or otherwise, including in connection with the insolvency or bankruptcy ofthe Party, without the prior written consent of the other Party.  Notwithstanding the foregoing, Cisco and itsAffiliates may (i) assign their rights under this Agreement to any of theirAffiliates, and (ii) assign their rights and delegate their duties to (a) anacquirer of all or substantially all of the equity or assets of their businessto which this Agreement relates or (b) the surviving entity in any merger,consolidation, equity exchange, or reorganization of their business to whichthis Agreement relates.

8.2           Tax Assignment.Notwithstanding Section 8.1, a Party may assign or delegate this Agreement inwhole or in part, or any of the licenses, rights, covenants, immunities,releases, or duties under this Agreement, to an Affiliate for tax purposes, butif the Affiliate ceases to be an Affiliate, then any such assigned or delegatedlicenses, rights, covenants, immunities, releases, or duties under thisAgreement shall be assigned or delegated back to the associated Party or itsAffiliates prior to the date the Affiliate ceases to be an Affiliate.

8.3           Assignments SubjectTo This Agreement. All Forgent releases, covenants not to sue, licenses,and rights granted herein shall run with the Forgent Patents and shall bebinding on any successors-in-interest, assigns, or acquirers of any rightsthereof.  Forgent and its Affiliatesshall not assign, or grant any right that impairs Cisco, its Affiliates or AuthorizedThird Parties’ rights under this Agreement, to any other party unless suchassignment or grant is subject to all of the terms and conditions of thisAgreement, and such other party executes an agreement agreeing to be bound byall of the terms and conditions of this Agreement.  Any attempted assignment or grant incontravention of this Section 8.3 shall be null and void.  This Agreement shall be binding upon, inureto the benefit of, and be enforceable by the Parties and their successors andpermitted assigns.

Forgent, on behalfof itself and its Affiliates, represents and warrants to Cisco that inconnection with assigning or otherwise transferring any rights in and to anypatents subject to the licenses and covenants in Section 2 to any third party(whether by

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agreement or operation oflaw, including but not limited to any assignments or transfers resulting fromdissolution, bankruptcy, reorganization, or other corporate event), Forgentshall: (i) require the assignee or transferee to provide covenants not to suewith respect to any such assigned or transferred patent substantially identicalto the covenants in Section 2; (ii) require the assignee or transferee to agreeto be bound by the provisions, disclaimers, and restrictions of Section 2 with respectto such assigned or transferred patent; and (iii) require the assignee ortransferee to agree that any further assignees or transferees that receive anyrights in and to any such assigned or transferred patent are subject to all ofthe provisions of this Section 8.3. Forgent will defend and indemnify Cisco and its Affiliates for any claimbrought in violation of this Section 8.3 and from any claim brought by anythird party that owns any right to recover for infringement of or to assert anyrights in the Forgent Patents.

8.4           Noncompliance.  Any assignment failing to comply with theterms and conditions of this Section 8 shall be null and void.

**Section9.****              MISCELLANEOUS**

9.1           NoAdmission.  Neither the negotiation,execution, nor performance of this Agreement, nor anything contained herein,constitutes an admission by Cisco or its Affiliates or Authorized Third Partiesof liability, infringement or validity of the Forgent Patents.

9.2           Other Rights.  Nothing contained in this Agreement shall beconstrued as limiting the rights that the Parties or their Affiliates haveoutside the scope of the licenses, covenants, immunities, and releases grantedhereunder, or contractually restricting the right of either Party or any of itsAffiliates to make, have made, use, lease, license, sell, offer for sale,import, distribute or otherwise dispose of any particular product, includingproducts not herein subject to the licenses, releases, immunities or covenants.

9.3           Other IntellectualProperty.  Nothing contained in thisAgreement shall be construed as conferring any right or license to or tootherwise use any copyright, patent, patent application, trademark, servicename, service mark, trade dress, trade secret or other intellectual propertybelonging to Cisco, its Affiliates, or Authorized Third Parties.  This provision shall not be construed asbeing inconsistent with Sections 2.3, 3.1, 4.1, 4.2, or the provisionscontained in Exhibit C.

9.4           Notices.  Notices and othercommunications shall be sent by facsimile (with confirmation of transmission),or by express courier (with tracking capabilities and costs prepaid) to thefollowing addressees and addresses (or such other addressee and address asshall be designated by a Party in writing) and shall be effective upon delivery:
| For Forgent: | For Cisco: |
|--------------|------------|
| ** **   | ** ** | ** ** | ** ** |
| ** **   | ** ** | ** ** | ** ** |
| ** **   | ** ** | ** ** | ** ** |

 

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|              |            |   |   |
|--------------|-----------------|--------|--------|
| Tel:         |            |   | Tel:   |   |   |
| Fax:         |            |   | Fax:   |   |   |
|         |            |
|         |            |
| And copy to: | And a  copy to: |
|         |            |   |   |
|         |            |   |   |
|         |            |   |   |
|         |            |   |   |
| Tel:         |            |   | Tel:   |   |   |
| Fax:         |            |   | Fax:   |   |   |
|         |            |
|              |                 |        |        |  |  |  |  |  |  |  |  |

 

9.5           Publicity and Use ofName.  Subject to Section 7.2,neither Party, nor any of its Affiliates, shall, without the prior writtenconsent of the other Party, refer to this Agreement or any of its provisions inany statements to the press or public. Nothing contained in this Agreement shall be construed as conferring anyright to use in advertising, publicity or otherwise any trademark, trade nameor names or any contraction, abbreviation or simulation thereof, of eitherParty or its Affiliates.

9.6           Condition of Binding Agreement; Amendments.  ThisAgreement shall not be binding upon the Parties or their Affiliates until ithas been signed below by or on behalf of each Party.  No amendment or modification hereof shall bevalid or binding upon the Parties or their Affiliates unless made in writingand signed as aforesaid, except that either Party may amend its address bywritten notice to the other Party.

9.7           Severability.  Ifany section of this Agreement is found by competent authority to be invalid,illegal or unenforceable in any respect for any reason, the validity, legalityand enforceability of such section in every other respect and the remainder ofthis Agreement shall continue in effect so long as the Agreement stillexpresses the intent of the Parties.  However,if the intent of the Parties cannot be preserved, this Agreement shall beeither renegotiated or terminated.

9.8           Choice of Law; Venue.  ThisAgreement shall be construed, and the legal relations between the Parties shallbe determined, in accordance with the federal law of the United States and thelaws of the state of Texas, USA, without regard to any conflict of lawprovisions thereof.  The exclusive venuefor disputes arising out of this Agreement shall be the United States DistrictCourt for the Western District of Texas, and the Parties and their Affiliatesagree to submit to the exclusive jurisdiction of such court.

9.9           Remedies.  The remedy for breach of thisAgreement shall be limited to damages and/or injunctive relief, as appropriate,for breach of contract and shall not include remedies for patent infringement.

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9.10         No Liability.  IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANYOTHER PARTY OR ANY OTHER PERSON OR ENTITY (UNDER CONTRACT, STRICT LIABILITY,NEGLIGENCE, OR OTHER THEORY) FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, ORCONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OPPORTUNITIES OR SAVINGS,ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT.

9.11         Bankruptcy.  The Parties acknowledge and agree that theForgent Patents are “intellectual property” as defined in section 101(35A) ofthe United States Bankruptcy Code (the “***Code***”), asthe same may be amended from time to time, that have been licensed hereunder ina contemporaneous exchange for value. Forgent acknowledges that if Forgent, as a debtor in possession or atrustee in bankruptcy in a case under the Code, rejects this Agreement, Ciscomay elect to retain its rights under this Agreement as provided in Section365(n) of the Code.  Upon written requestfrom Cisco to Forgent or the bankruptcy trustee of Forgent’s election toproceed under section 365(n), Forgent or the bankruptcy trustee shall comply inall respects with 365(n), including, without limitation, by not interferingwith the rights of Cisco as provided by this Agreement.

9.12         Interpretation.  Theheadings and designated sections of this Agreement are inserted for convenienceof reference only and are not intended to be a part of or to affect the meaningor interpretation of this Agreement.  Alluses of “include” or “including” shall not be limiting.  The Parties have participated jointly in thenegotiation of this Agreement.  In theevent an ambiguity or question of intent or interpretation arises, theAgreement shall be construed as if drafted jointly by the Parties and nopresumption or burden of proof shall arise favoring or disfavoring any Party byvirtue of the authorship of any of the provisions of this Agreement.

9.13         Integration.  This Agreement contains theentire and only understanding between the Parties and their Affiliates withrespect to the subject matter hereof and supersedes any prior or collateralagreements, negotiations and communications in connection with the subjectmatter covered herein, whether oral or written, and any warranty, representation,promise, or condition in connection therewith not incorporated herein shall notbe binding upon either Party or its Affiliates.

9.14         No Joint Venture. Nothing herein shall be deemed to constitute the Parties or theirAffiliates as joint venturers, partners or agents of each other.  Neither Party nor its Affiliates shall beliable for any debts, accounts, obligations or other liabilities of the otherParty or its Affiliates.  Neither Partynor its Affiliates is authorized to incur any debts or other obligations of anykind on the part of or as agent for the other, except as may be specificallyauthorized in writing.

9.15         Waiver.  No relaxation, forbearance,delay or negligence by any Party in enforcing any of the terms and conditionsof this Agreement, or the granting of time by any Party to another, shalloperate as a waiver or prejudice, affect or restrict the rights, powers orremedies of any Party.

14

----

9.16         Counterparts and Facsimile.  ThisAgreement may be executed on facsimile copies in one or more counterparts, eachof which shall be deemed an original and all of which together shall constituteone and the same Agreement.

9.17         DisputeResolution.**** All disputes arising directly under theexpress terms of this Agreement or the grounds for termination thereof shall beresolved as follows.  First, the [***] ofboth Parties shall meet to attempt to resolve such disputes.  If the [***] cannot resolve the disputes,either Party may make a written demand for formal dispute resolution.  Within [***] days after such written demand,the Parties agree to meet for [***] with an impartial mediator and considerdispute resolution alternatives other than litigation.  If an alternative method of disputeresolution [***], either Party may begin litigation proceedings.

9.18         No Circumvention.  The Parties agree not to act through or inconjunction with third parties to circumvent or frustrate the purposes of thisAgreement, and further agree not to structure future transactions where theeffect of such transaction is to limit the licenses, rights, releases,covenants, or immunities provided for under this Agreement.

9.19         Invalidity of Patents.  This Agreement shall not terminate even ifany Forgent Patent (or any claim thereof) is subsequently cancelled orinvalidated in reexamination, litigation or otherwise.

9.20         [***]

9.21         Excluded Entities.  Notwithstanding anything to the contrary inany other provision of this Agreement, no right, grant, license, sub-license,covenant, release, or any other benefit provided under this Agreement (otherthan as set forth in the proviso below) shall extend now, or in the future, tothe following Entities, their 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 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 Cisco: [***]; provided, however,that all rights, grants, licenses, sub-licenses, covenants, releases, and anyother benefit provided under this Agreement shall extend to an Excluded Entitylisted in (b) above with respect to Licensed Products and Combination Products,if the Excluded Entity qualifies as [***].

15

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**IN WITNESS WHEREOF,** the Partieshave executed this Agreement through their duly authorized representatives asof the Effective Date set forth above:
| **CISCO SYSTEMS, INC.** | **FORGENT NETWORKS, INC.** |
|-------------------------|----------------------------|
| ** **              | ** **                 |
| ** **              | ** **                 |
| By:                     |                       |   | By: |   |   |
|                    |                       |
| Name:                   |                       |   | Name: |   |   |
|                    |                       |
| Title:                  |                       |   | Title: |   |   |
|                         |                            |  |  |  |  |  |  |  |  |

 

16

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**EXHIBITA**

**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** | ** **                 |

 

**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”) andDefendant Scientific-Atlanta, Inc. (“Scientific-Atlanta”) (collectively, the “Parties”)have agreed to settle, adjust and compromise all claims against each other inthis case.  The Parties, therefore, movethis Court to dismiss all claims by Forgent against Scientific-Atlanta and allclaims by Scientific-Atlanta against Forgent with prejudice to the re-filing ofsame*.*

17

----

Aproposed Order accompanies this motion.

 
| AGREED:                 |                    |
|-------------------------|-------------------------|
|                    |                    |
|                    |                    |
|                    |                    |   |   |
|                    |                    |
|                    |                    |
| ATTORNEYS FOR PLAINTIFF | ATTORNEYS FOR DEFENDANT |
|                         |                         |  |  |

 

18

----

**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** | ** **                 |

 

**ORDER OFDISMISSAL WITH PREJUDICE**

Onthis day, Plaintiff Forgent Networks, Inc. (“Forgent”) and DefendantScientific-Atlanta, Inc. (“Scientific-Atlanta”) announced to the Court thatthey have settled their respective claims for relief asserted against eachother in this case and requested that the Court dismiss these claims. TheCourt, having considered this request, is of the opinion that their request fordismissal should be GRANTED.

ITIS THEREFORE ORDERED that all claims for relief asserted againstScientific-Atlanta by Forgent and against Forgent by Scientific-Atlanta hereinare dismissed with prejudice to the re-filing of same*.*

19

----

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

 

20

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**EXHIBIT B**

**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** | ** **                 |

 

**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”)  and Defendant               (“Defendant”) (collectively, the “Parties”) have agreed to settle, adjust andcompromise all claims against each other in this case.  The parties, therefore, move this Court todismiss all claims by Plaintiff against Defendant and all claims by Defendantagainst Plaintiff with prejudice to the re-filing of same*.*

Aproposed Order accompanies this motion.

21

----

 
| AGREED:                 |                    |
|-------------------------|-------------------------|
|                    |                    |
|                    |                    |
|                    |                    |   |   |
|                    |                    |
|                    |                    |
| ATTORNEYS FOR PLAINTIFF | ATTORNEYS FOR DEFENDANT |
| FORGENT NETWORKS, INC.  |                    |
|                         |                         |  |  |

 

22

----

**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. (“Plaintiff”) and Defendant              (“Defendant”) announced to the Court that they have settled their respectiveclaims for relief asserted in this case against each other and requested thatthe Court dismiss these claims. The Court, having considered this request, isof the opinion that their request for dismissal should be GRANTED.

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

** **

----

**EXHIBIT C**

**SETTLEMENT AND RELEASE**

This Release (“Release”) isentered into as of April     , 2007 (“the Effective Date”),by and between Forgent Networks, Inc. (hereinafter referred to as “Forgent” andmore fully defined below) and [***], a      corporation(hereinafter referred to as [***] and more fully defined below) by and throughtheir duly authorized representatives. This Release is intended to finally and completely dispose of thelawsuit and all related claims as to these parties, with prejudice, as morefully 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           [***] as used herein means [***], a        corporation with its principal office located at          and all its Affiliates.

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 [***], agents,

----

representatives, customers,  distributors, and dealers, and end users ofthe foregoing persons from all******claims that were or could have been brought in theLawsuit against [***], and/or its customers by Forgent occurring prior to theEffective 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,agents,representatives, customers, distributors, and dealers, and end users of the foregoing persons fromall******claimsthat were or could have been brought in the Lawsuit against Forgent by [***]occurring prior to the Effective Date of this Release, including but notlimited 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.

**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 authority tobind 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 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 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 their products) (“Lawsuit ExcludedEntity”), regardless of any circumstance, including but not limited to whetherany such Lawsuit Excluded Entity may be or becomes a successor or an Affiliateof [***].

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 the [***] 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**

**UNITED STATES DISTRICT COURTFOR THE WESTERN DISTRICT OF WISCONSIN**
| **CISCO SYSTEMS, INC.,**           | ** **                |
|------------------------------------|---------------------------|
| **a  California Corporation, and** | ** **                |
| ** **                         | **Case  No. 07 C 0085 S** |
| **CISCO  TECHNOLOGY, INC.**        | ** **                |
| **a  California Corporation,**     | ** **                |
| ** **                         | **JURY  TRIAL DEMANDED**  |
| **Plaintiffs,**                    | ** **                |
| ** **                         | ** **                |
| **vs.**                            | ** **                |
| ** **                         | ** **                |
| **FORGENT  NETWORKS,**             | ** **                |
| **a  Delaware Corporation**        | ** **                |
| ** **                         | ** **                |
| **Defendant.**                     | ** **                |

 

**AGREED MOTION TO DISMISS WITHPREJUDICE**

Pursuantto Rule 41(a) and 41(c) of the Federal Rules of Civil Procedure and the termsof a separate agreement, Plaintiffs Cisco Systems, Inc. and Cisco Technology,Inc. and Defendant Forgent Networks, Inc. (collectively, the “Parties”) haveagreed to settle, adjust and compromise all claims in this case.  The parties, therefore, move this Court todismiss all claims by Plaintiff against Defendant and all claims by Defendantagainst Plaintiff with prejudice to the re-filing of same*.*

Theparties further move the Court to order that all costs and expenses relating tothis litigation (including attorney and expert fees and expenses) shall beborne solely by the party incurring same.

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

 

----

**UNITEDSTATES DISTRICT COURT**

**FOR THE WESTERN DISTRICT OF WISCONSIN**
| **CISCO SYSTEMS, INC.,**           | ** **                |
|------------------------------------|---------------------------|
| **a  California Corporation, and** | ** **                |
| ** **                         | **Case  No. 07 C 0085 S** |
| **CISCO  TECHNOLOGY, INC.**        | ** **                |
| **a  California Corporation,**     | ** **                |
| ** **                         | **JURY  TRIAL DEMANDED**  |
| **Plaintiffs,**                    | ** **                |
| ** **                         | ** **                |
| **vs.**                            | ** **                |
| ** **                         | ** **                |
| **FORGENT  NETWORKS,**             | ** **                |
| **a  Delaware Corporation**        | ** **                |
| ** **                         | ** **                |
| **Defendant.**                     | ** **                |
| ** **                         | ** **                |

 

**ORDER OF DISMISSAL WITH PREJUDICE**

Onthis day, Plaintiffs Cisco Systems, Inc. and Cisco Technology, Inc. andDefendant Forgent Networks, Inc. announced to the Court that they have settledtheir respective claims for relief asserted in this case and requested that theCourt dismiss these claims. The Court, having considered this request, is ofthe opinion that their request for dismissal should be GRANTED.

ITIS THEREFORE ORDERED that the above-entitled cause and all claims for reliefasserted against Defendant by Plaintiff and against Plaintiff by Defendantherein are dismissed with prejudice to the re-filing of same.

ITIS FURTHER ORDERED that all attorneys’ fees, costs of court and expenses shallbe borne by the party incurring the same.

Thisis a final judgment.

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

 

----

**EXHIBIT E**

**PUBLICANNOUNCEMENT AND INITIAL FORM 8-K ATTACHED**

----

 

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

----

**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**

----

**FORGENTNETWORKS, INC.**

(Exact name ofregistrant 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    Soliciting materialpursuant 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)).

 

----

**Section 1 – Registrant’s Businessand Operations**

**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 theUnited States District Court for the Eastern District of Texas (the “‘746 Litigation”), seeking injunctive relief against sales of infringingproducts and monetary damages, among other relief sought.  The ‘746 Litigation is described inNote 9 to the Consolidated Financial Statements and Part II, Item 1 of theRegistrant’s Form 10-Q for the quarter ended January 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.  Underthe arrangements, the Registrant granted the defendants a patent license andthe defendants agreed to pay the Registrant a total of $20.0 million.  Additionally, all parties agreed to releaseall claims against each other and the Registrant has no future obligationsrelated 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.

2

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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 |

 

3

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