EX-10.1






CONFIDENTIAL SETTLEMENT AGREEMENT




This Settlement Agreement (“Agreement”) is entered as of the last date executed by the parties
hereto (the “Effective Date”) by and among Net MoneyIN, Inc. (“NMI”), an Arizona corporation having
offices at 7454 E. Broadway, Suite 203, Tucson, AZ 85710-1422; InfoSpace, Inc. (“InfoSpace”), a
Delaware corporation having offices at 601 108th Avenue N.E., Suite 1200, Bellevue, WA
98004; Authorize.Net Corporation (“Authorize.Net”), a Delaware corporation having offices at 915
So. 500 E., Ste. 200, American Fork, Utah, 01803; Lightbridge, Inc. (“Lightbridge”), a Delaware
corporation having offices at 30 Corporate Drive, Burlington, MA, 01803; and E-Commerce Exchange,
Inc., (“E-Commerce”), a Delaware corporation having offices at 40 Burton Hills, Suite 415,
Nashville, TN 37215 (successor of E-Commerce Exchange, LLC, a California limited liability
company) (collectively, the “Parties”).



This Agreement is made as a compromise among the Parties for the complete and final settlement
of their claims, differences, and any causes of actions with respect to the dispute described
below.



RECITALS




1. NMI represents that it is the owner of the entire right, title and interest in and to the
following United States patents:




A. No. 5,822,737 (“the ’737 patent”), which is derived from a patent application filed on
February 5, 1996.


B. No. 5,963,917 (“the ’917 patent”), which is derived from a patent application filed on
October 5, 1998.


C. No. 6,381,584 (“the ’584 patent”), which is derived from a patent application filed on
September 7, 2000.


D. No. 5,991,738 (“the ’738 patent”), which is derived from a patent application filed on
November 12, 1997.



2. On or about September 7, 2001, NMI filed a lawsuit against InfoSpace and E-Commerce
(collectively, “Defendants”), in the United States District Court for the District of Arizona (the
“Court”), Case No. CIV 01-441-TUC-RCC (the “Action”), alleging infringement by Defendants of the
’737, ’917 and ’584 patents (collectively, “Patents Asserted”), and Defendants have answered,
denying any liability and asserting counterclaims.



3. Authorize.Net was a wholly-owned subsidiary of InfoSpace at the time the Action was filed
and provides products and services alleged by NMI to infringe the Patents Asserted.



4. Authorize.Net sells its products and services directly and also indirectly through
resellers and other third parties.



5. During the course of the Action, Authorize.Net was sold by InfoSpace and is now a
wholly-owned subsidiary of Lightbridge.



6. E-Commerce, a Delaware corporation incorporated on October 4, 1999, is the successor of
E-Commerce Exchange, LLC, a California limited liability company and was incorrectly named and sued
in the Action as E-Commerce Exchange, LLC. E-Commerce markets and sells, as a reseller and also
indirectly through sales representatives and other third parties, products and services alleged by
NMI to infringe the Patents Asserted.



7. The Parties wish to compromise, resolve and settle the Action and the disputes among them
in order to avoid the delay, expense, inconvenience and uncertainty of further litigation.



8. Each of Authorize.Net, Lightbridge and E-Commerce desires to obtain the license, release
and covenant set forth herein, and InfoSpace desires to obtain the release and covenant set forth
herein.



Accordingly, in consideration of the mutual covenants and promises set forth herein, as well
as other good and valuable consideration, the Parties agree as follows:



1. DEFINITIONS





	1.1	 	“NMI Patents” means the ’737, ’917, ’584 and ’738 patents, as well as any and all United
States patents that have issued or may issue on applications whose subject matter in whole or
in part is entitled, under 35 U.S.C. § 120, to the benefit of the filing dates of the
applications on which any of the ’737, ’917, ’584 and ’738 patents are based, including,
without limitation, continuations, continuations-in-part, divisions, reissues, reexaminations
and extensions, and any United States or foreign counterpart patents that have issued or may
issue that claim priority to any of the foregoing or to any patent application of any of the
foregoing.






	1.2	 	“Authorize.Net Product” means any product, system, method, process or service made, used,
sold or offered for sale, integrated with or otherwise provided at any time to another, by
Authorize.Net or Lightbridge or by the subsidiaries, affiliates, successors or assigns of
Authorize.Net or Lightbridge. This definition shall also encompass the SecureSource Suite
product, system, method, process or service made, used, sold or offered for sale, integrated
with or otherwise provided at any time to another by Wells Fargo Bank, N.A. or its
subsidiaries, affiliates, successors or assigns.






	1.3	 	An “affiliate” of a specified person or entity means a person or entity that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or is under
common control with, the person or entity specified.






	1.4	 	“Authorize.Net Customer” means any person or entity that at any time purchases, leases,
licenses, uses, sells, resells, distributes, integrates with or otherwise receives an
Authorize.Net Product directly or indirectly from Authorize.Net, InfoSpace or Lightbridge or
from the subsidiaries, affiliates, successors or assigns of Authorize.Net, InfoSpace or
Lightbridge, respectively. This definition is specifically intended to encompass (i)
E-Commerce and Wells Fargo Bank, N.A., and their respective affiliates in their capacities as
purchasers, lessees, licensees, lessors, users, sellers, resellers, distributors, integrators,
and/or recipients of one or more Authorize.Net Products; (ii) any person or entity that at any
time purchases, leases, licenses, uses, distributes, integrates with or otherwise receives the
SecureSource Suite product, system, method, process or service.






	1.5	 	“E-Commerce Customer” means any person or entity that at any time purchases, leases,
licenses, uses, sells, resells, distributes, integrates with or otherwise receives an
Authorize.Net Product directly or indirectly from E-Commerce or from the subsidiaries,
affiliates, successors, lessees, or assigns of E-Commerce.






	1.6	 	“License Parties” means Authorize.Net, InfoSpace, Lightbridge and E-Commerce, and each of
their respective predecessors, successors, subsidiaries, affiliates, assigns, and past and
present agents, directors, officers, employees, and attorneys.






	1.7	 	“NMI Parties” means NMI and its members, executors, officers, directors, employees, partners,
investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessors,
successors, attorneys, and assigns.





2. LICENSE GRANT AND RELEASE





	2.1	 	Subject to the terms and conditions set forth in this Agreement, NMI hereby grants to
Authorize.Net and Lightbridge and to their respective subsidiaries and affiliates a fully
paid-up, royalty-free, non-exclusive, irrevocable, worldwide and perpetual license under the
NMI Patents to make, have made, use, develop, offer for sale, sell, lease, license, import,
export, distribute, integrate, make available, exchange, and/or otherwise transfer
Authorize.Net Products.






	2.2	 	Subject to the terms and conditions set forth in this Agreement, NMI hereby grants to
E-Commerce and its affiliates a fully paid-up, royalty-free, non-exclusive, irrevocable,
worldwide and perpetual license under the NMI Patents to make, have made, use, develop, offer
for sale, sell, lease, license, import, export, distribute, integrate, make available,
exchange, and/or otherwise transfer Authorize.Net Products.






	2.3	 	The NMI Parties hereby unconditionally, irrevocably and forever release and discharge the
License Parties, past and present Authorize.Net Customers and past and present E-Commerce
Customers from and against any and all actions, claims, suits, demands, damages, judgments,
causes of action, debts, liens, liabilities, losses, obligations, expenses (including attorney
fees) that the NMI Parties ever had, now have, or may have, whether now known or unknown,
liquidated or unliquidated, existing in whole or in part on or before the Effective Date of
this Agreement, including, without limiting the generality of the foregoing, any and all
claims that were or might have been asserted by or on behalf of the NMI Parties arising under,
related to, or connected with the NMI Patents, the Authorize.Net Products and/or the Action.






	2.4	 	The License Parties hereby unconditionally, irrevocably and forever release and discharge the
NMI Parties from and against any and all actions, claims, suits, demands, damages, judgments,
causes of action, debts, liens, liabilities, losses, obligations, expenses (including attorney
fees) that the License Parties ever had, now have, or may have, whether now known or unknown,
liquidated or unliquidated, existing in whole or in part on or before the Effective Date of
this Agreement, including, without limiting the generality of the foregoing, any and all
claims that were or might have been asserted by or on behalf of the License Parties arising
under, related to, or connected with the NMI Patents, the Authorize.Net Products and/or the
Action.






	2.5	 	The License Parties and the NMI Parties expressly waive and relinquish all rights and
benefits under Section 1542 of the California Civil Code, which provides:






“Section 1542. A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the debtor.”



3. COVENANT NOT TO SUE





	3.1	 	The NMI Parties hereby unconditionally and irrevocably covenant not to assert any claim
arising out of or relating to the NMI Patents (including without limitation, direct
infringement, contributory infringement and/or inducement of infringement) and based on
Authorize.Net Products against any of the License Parties.






	3.2	 	The NMI Parties hereby unconditionally and irrevocably covenant not to assert any claim
arising out of or relating to the NMI Patents (including, without limitation, direct
infringement, contributory infringement and/or inducement of infringement) and based on
Authorize.Net Products against Authorize.Net Customers or E-Commerce Customers, or their
respective successors and assigns.





4. DISMISSAL





	4.1	 	Within five (5) business days of the Effective Date of this Agreement, NMI, on the one hand,
and the Defendants, on the other hand, shall cause their respective counsel to execute and
exchange duplicate originals of a Stipulation and Order of Dismissal (with prejudice) of all
claims and counterclaims (if any) asserted against each other in the Action in the form set
forth in Schedule “A” attached hereto, which shall be filed by NMI’s counsel.






	4.2	 	The Parties hereto shall bear their own costs, expenses, and attorneys’ fees incurred in
connection with the Action.





5. CONSIDERATION





	5.1	 	In consideration for the release and covenants set forth herein and the Agreement to seek
dismissal of the claims against the Defendants, NMI shall be paid, within five (5) days of the
Effective Date and the delivery by NMI to Lightbridge of a completed IRS Form W-9 specifying
the recipient of the payment, One Million, Seven Hundred Fifty Thousand Dollars and zero cents
($1,750,000.00) via wire transfer. Such payment shall be made to NMI’s Account below. This
amount will represent full and final payment on all claims which were, are, or might have been
asserted by NMI against the License Parties, Authorize.Net Customers and/or E-Commerce
Customers under the NMI Patents.






	5.2	 	NMI’s Account information is as follows:






Net MoneyIN, Inc.


c/o Bank of the West


Routing No. 121100782


Acct. No. 370010936



6. ACKNOWLEDGEMENT OF COMPROMISE





	6.1	 	The Parties agree and acknowledge that this Agreement is the result of a compromise and shall
not be construed as an admission of any kind by any party. Rather, this Agreement is entered
into by way of compromise and settlement.





7. ASSIGNMENT, SALES, AND ACQUISITIONS





	7.1	 	This Agreement shall inure to the benefit of, and be binding upon, NMI, InfoSpace,
Authorize.Net, Lightbridge and E-Commerce, and their successors, and assigns, and inure to the
benefit of Authorize.Net Customers and E-Commerce Customers.






	7.2	 	This Agreement shall be freely assignable by NMI, Lightbridge, Authorize.Net and/or
E-Commerce, and/or by their respective subsidiaries and affiliates, to any successors or
assigns of some or all of their respective businesses relating to Authorize.Net Products, and
the assigning party may continue to retain the rights and benefits of this Settlement
Agreement, including, without limitation, license rights relating to Authorize.Net Products.






	7.3	 	Any business, product, system, method, process or service acquired or otherwise obtained by
Authorize.Net or Lightbridge or by their respective subsidiaries or affiliates after the
Effective Date of this Agreement shall be covered under this Agreement to the extent any of
the same satisfy the definitions of “Authorize.Net Product” under this Agreement.





8. REPRESENTATIONS AND WARRANTIES





	8.1	 	NMI represents and warrant as follows:






8.1.1 NMI is the exclusive owner of all right, title and interest in and to the NMI Patents
and has the lawful, unencumbered and unrestricted right to enter into this Agreement and
grant the licenses, releases, and covenants not to sue set forth in this Agreement.


8.1.2 NMI warrants that it and Mark E. Ogram have not granted and are unaware of any
exclusive license to any of the NMI Patents.


8.1.3 There is no existing security interest, lien or encumbrance with respect to any of the
NMI Patents.




	8.2	 	Each person executing this Agreement warrants that he/she is authorized to execute this
Agreement on behalf of the Party for whom he/she signs.





9. CONFIDENTIALITY





	9.1	 	It is an essential term of this Agreement that the Parties agree, and they hereby do agree,
not to disclose the contents or terms of this Agreement or any matters pertaining to this
settlement, including its negotiation, whether in writing or orally to any person whatsoever,
directly or indirectly, whether individually, or by or through an agent, representative,
attorney or other person, unless such disclosure is (i) lawfully required by any governmental
agency, including without limitation the United States Securities and Exchange Commission;
(ii) otherwise required to be disclosed by law or regulation; (iii) necessary in any legal
proceeding in order to enforce any provision of this Agreement; (iv) made to subsidiary,
affiliate, successor or assign of the disclosing Party; or (v) permitted pursuant to Sections
9.2, 9.3, or 9.5 of this Agreement.






	9.2	 	The Parties agree that each may disclose the terms of this Agreement to their auditors,
accountants, tax advisors and/or legal counsel only to the extent required for professional
advice from those sources and only after securing a commitment from such professionals to
maintain the confidentiality of the terms of this Agreement to the extent possible.






	9.3	 	NMI agrees that Lightbridge, Authorize.Net, InfoSpace and E-Commerce may disclose the terms
set forth herein in confidence to any Authorize.Net Customer or E-Commerce Customer who seeks
indemnification or raises any inquiry regarding any Authorize.Net Product, except that they
shall not disclose the amount of compensation paid to NMI under this Agreement.






	9.4	 	The Parties shall take reasonable precautions to ensure that their representatives and agents
also treat such information in a confidential manner.






	9.5	 	Any of NMI, Authorize.Net, InfoSpace, Lightbridge and E-Commerce may disclose and publicly
announce that NMI, InfoSpace and E-Commerce have reached a settlement and that, pursuant to
that settlement, Authorize.Net and E-Commerce Exchange have been granted a license by NMI and
that NMI has been paid an undisclosed amount of compensation.




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10. MISCELLANEOUS PROVISIONS





	10.1	 	This Agreement contains the complete Agreement between the Parties, and supersedes any and
all prior Agreements, understandings, promises, warranties, and representations, whether made
orally or in writing.






	10.2	 	This Agreement may be modified only by a written document signed by the Parties. No waiver
of this Agreement, or of any of the promises, obligations, terms, or conditions contained in
this Agreement shall be valid unless it is written and signed by the Party against whom the
waiver is to be enforced.






	10.3	 	Each Party represents and declares that in executing this Agreement the Party relied solely
upon its own judgment, belief and knowledge, and on the advice and recommendations of the
Party’s own independently selected counsel, concerning the nature, extent and duration of its
rights, duties and claims; no Party has been influenced to any extent whatsoever in executing
this Agreement by any representations or statements not expressly contained or referred to in
this Agreement. The Parties further acknowledge that each has read this Agreement thoroughly
and completely, knows its contents, and understands the rights, remedies and allegations
surrounding the execution of this document, and it is executed voluntarily.






	10.4	 	The Parties and their counsel cooperated in the drafting of and have reviewed this Agreement,
and any rule of construction providing that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation or construction of this Agreement.
The language of this Agreement shall be construed as a whole according to its fair meaning and
none of the parties shall be deemed to be the draftsman of this Agreement in any action, which
may hereafter arise between NMI and Lightbridge, InfoSpace, Authorize.Net, Authorize.Net
Customers, E-Commerce or E-Commerce Customers.






	10.5	 	Each provision contained in this Agreement is severable. If any provision in this Agreement
is found to be void or unenforceable, the remaining provisions shall not be affected by such
finding and shall remain in full force and effect.






	10.6	 	This Agreement shall be governed by the laws of the State of Delaware applicable to contracts
entered into and to be performed fully within Delaware without regard to its choice of law
rules.






	10.7	 	The Court shall retain jurisdiction to enforce the terms of this Agreement (including the
payment obligations), and to resolve any and all disputes arising under or relating to this
Agreement (including the payment obligations).






	10.8	 	This Agreement may be executed in counterparts, each of which shall be deemed an original.





IN THE WITNESS THEREOF, the Parties have caused their duly authorized officers to execute this
Agreement on the dates indicated below.



NET MONEYIN, INC.



/s/ Wayne Rod



By: Wayne Rod, President



Dated: May 11, 2006



INFOSPACE, INC.



/s/ Edmund O. Belsheim, Jr.



By: Edmund O. Belsheim, Jr., CAO



Dated: May 17, 2006



2



AUTHORIZE.NET CORPORATION



/s/ Robert E. Donahue



By: Robert E. Donahue, CEO



Dated: May 22, 2006



E-COMMERCE EXCHANGE, LLC



/s/ Richard Schubert, Sr. VP, Legal



By: Richard Schubert, Sr. VP, Legal



Dated: May 17, 2006



LIGHTBRIDGE, INC.



/s/ Robert E. Donahue



By: Robert E. Donahue, President and CEO



Dated: May 22, 2006



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SCHEDULE A




Dismissal With Prejudice






4






William A. Birdwell (Arizona Bar# 018993)


birdwell@birdwelljanke.com


Allen Field (Admitted Pro Hac Vice)


allen@birdwelljanke.com 


BIRDWELL & JANKE, LLP


1100 SW Sixth Avenue, Suite 1400


Portland, OR 97204


Tel: (503) 228-1841



Peter B. Goldman (Arizona Bar# 018011)


pbgoldman@lfagb.com 


LEONARD FELKER ALTFELD


GREENBERG & BATTAILE, P.C.


250 N. Meyer Avenue


Tucson, AZ 85701-1047


Tel: (520) 622-7733



Attorneys for Plaintiff, Net MoneyIN, Inc.



IN THE UNITED STATES DISTRICT COURT




DISTRICT OF ARIZONA




	 	 	 
	Net MoneyIN, Inc.,

Plaintiff,

v.

Verisign, Inc., et al.,

Defendants.

	 	No. CIV 01-441 TUC RCC

STIPULATION OF DISMISSAL WITH PREJUDICE

OF ALL CLAIMS OF PLAINTIFF AND OF

DEFENDANTS INFOSPACE, INC. AND

E-COMMERCE EXCHANGE, INC.
	 

	 	







WHEREAS Plaintiff Net MoneyIN, Inc. (“NMI”) and Defendants InfoSpace, Inc. (“InfoSpace”) and
E-Commerce Exchange, Inc. (“E-Commerce”) have entered into a Confidential Settlement Agreement
involving an agreement to dismissal of this action.



IT IS HEREBY STIPULATED by and between the parties, through their designated counsel, that all
of the claims and counterclaims among and between NMI, InfoSpace and E-Commerce be and hereby are
dismissed with prejudice. Each party agrees to bear its own costs and attorneys’ fees.



The Court shall retain jurisdiction to enforce the terms of the Confidential Settlement
Agreement, and to resolve any and all disputes arising under or relating to this Agreement.



DATED this      day of May, 2006



	 	 	 	 	 
	 
	 	BRYAN CAVE llp

	 
	 	 	—	 
	 
	 	Stanley B. Lutz

	 
	 	Two N. Central Avenue, Suite 2200

	 
	 	Phoenix, AZ  85004-4406

	 
	 	Attorneys for Defendants InfoSpace,

	 
	 	Inc. and E-Commerce Exchange, Inc.

	 
	 	PERKINS COIE llp

	BIRDWELL & JANKE, llp
	 	Ramsey M. Al-Salam

	_______________________________
	 	Jessica L. Rossman

	William A. Birdwell
	 	1201 Third Avenue, 48th Floor
	Allen Field
	 	Seattle, Washington  98101

	1100 SW Sixth Avenue, Suite 1400
	 	Attorneys for Defendants InfoSpace,

	Portland, OR 97204
	 	Inc. and E-Commerce Exchange, Inc.

	LEONARD FELKER ALTFELD
	 	FOLEY HOAG llp

	GREENBERG & BATTAILE, P.C.
	 	Claire Laporte

	Peter B. Goldman
	 	Michael V. Dowd

	250 No. Meyer Avenue
	 	155 Seaport Blvd.
	Tucson, AZ 85701-1047
	 	Boston, Massachusetts  02210-2600

	Attorneys for Plaintiff Net MoneyIN, Inc.
	 	Attorneys for Defendant InfoSpace, Inc.







5




IN THE UNITED STATES DISTRICT COURT




DISTRICT OF ARIZONA




	 	 	 
	Net MoneyIN, Inc.,

Plaintiff,

v.

Verisign, Inc., et al.,

Defendants.

	 	No. CIV 01-441 TUC RCC

[PROPOSED] ORDER DISMISSING WITH

PREJUDICE ALL CLAIMS OF PLAINTIFF AND

OF DEFENDANTS INFOSPACE, INC. AND

E-COMMERCE EXCHANGE, INC.
	 

	 	







In light of the Stipulation Of Dismissal With Prejudice of All Claims of Plaintiff and of
Defendants InfoSpace, Inc. and E-Commerce Exchange, Inc., the Court hereby ORDERS that:



Under Fed. R. Civ. P. 41(a)(2) and 41(c), all of the claims and counterclaims among and
between Plaintiff Net MoneyIN, Inc., Defendant InfoSpace, Inc., and Defendant E-Commerce Exchange,
Inc. subject to the terms and conditions of the Confidential Settlement Agreement among the
aforementioned parties, be and hereby are dismissed with prejudice.



The Court shall retain jurisdiction to enforce the terms of the Confidential Settlement
Agreement, and to resolve any and all disputes arising under or relating to this Agreement.




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