Exhibit 10.1

SETTLEMENT
AGREEMENT

This Settlement Agreement
(“Agreement”) is effective as of the latest date set out on
the signature page hereof (the “Effective Date”), among
Andrea Electronics
Corporation, a New York
corporation having a place of business at 620 Johnson Ave., Suite 1B, Bohemia,
New York 11716 (“Andrea”); and
ASUSTeK Computer
Inc., a Taiwan corporation having
a place of business at No. 15, Li-Te Rd., Beitou District, Taipei 112, Taiwan
and ASUS Computer International,
a California corporation having a
place of business at 800 Corporate Way, Fremont, California 94539 (together,
“Asus”) (Andrea and Asus may each be referred to as a
“Party” or collectively be referred to as the
“Parties”). 

RECITALS

WHEREAS, the Parties wish to resolve the litigations
titled Andrea Electronics
Corporation v. ASUSTek Computer Inc. and ASUS Computer International Inc.,
Civ. Action No. 2:15-cv-00214,
pending in the Eastern District of New York (the “New York Case”), as well as
International Trade Commission Investigation No. 337-TA-949 titled
Certain Audio Processing Hardware
and Software and Products Containing the Same, Inv. No. 337-TA-949 (the “ITC Investigation”)
(collectively, the “Litigations”); and 

WHEREAS, Andrea has
granted ASUSTeK Computer Inc. and its Subsidiaries a license to the Asserted
Patents, the License Agreement being attached hereto as Confidential Exhibit A.


In consideration of the mutual promises and covenants herein contained, Andrea
and Asus agree as follows:

AGREEMENT

SECTION 1:
DEFINITIONS

As used in this Agreement, the
following terms shall have the following meanings which shall include both
singular and plural forms in context. Additional terms may be defined elsewhere
in this Agreement.

1.1. “Asserted Patents” means all patents asserted by Andrea in the
Litigations, namely, the following U.S. Patents: 5,825,898; 6,049,607;
6,363,345; 6,483,923; and 6,377,637.

1.2. “Control” (including its correlative meanings, “Controlled” and “Controlling”) means the
power to direct or cause the direction of the management and policies of an
Entity whether through ownership of voting securities, by contract or otherwise;
it being understood and agreed that with respect to a corporation, limited
liability company, partnership, and similar structures, “Control” shall also require (a) ownership of more than fifty percent (50%) of
the voting stock, limited liability interest, partnership interest, or other
voting interest (or equivalent interest), in any such corporation, limited
liability company, or partnership, or (b) in any country where it is not
permitted by law to own more than fifty percent (50%) of the voting stock,
limited liability interest, partnership interest, or other voting interest (or
equivalent interest) in a local corporation, limited liability company, or
partnership, ownership of the maximum legally allowed ownership interest of the
voting stock, limited liability interest, partnership interest, or other voting
interest (or equivalent interest) of the local corporation, limited liability
company, or partnership.

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1.3. “Entity” means a natural person, corporation, association, joint venture,
partnership, company, limited liability company or other legal entity recognized
in any jurisdiction in the world.

1.4. “License Agreement” shall mean the License Agreement between Andrea
and Asus, attached as Exhibit A. 

1.5. “Subsidiary” shall mean any Entity directly or indirectly Controlled by a Party, as
of the Effective Date.

SECTION 2:
DISMISSALS

2.1. Dismissals. Subject to the terms and conditions herein the
Parties shall file the following: 


	           
    	a.	      	Andrea and Asus shall file a motion to the
      ITC Investigation substantially in the form set forth in Exhibit B within
      ten (10) days of the Effective Date.
 
		b.		Within five (5) court days of the receipt of
      payment by Andrea as set forth in Section 3.1 of the License
Agreement, the Parties shall file stipulations of dismissal with prejudice
regarding all claims and counterclaims asserted against each other in the New
York Case substantially in the form set forth in Exhibit C. 



2.2. Releases. Andrea and its Subsidiaries and Asus and its Subsidiaries hereby
release all claims, counterclaims and/or defenses relating to the Asserted
Patents that were brought or could have been brought in the New York Case as of
the Effective Date. 

2.3. No Costs. The Parties agree that this Agreement is intended solely as a
compromise between the Parties and without any acknowledgment of liability,
fault, or damages. The Parties acknowledge and agree that each Party shall bear
its own attorneys’ fees, court costs, expenses, and any other related costs and
expenses that they have incurred in connection with any and all claims
previously filed against each other. The Parties also agree that they shall bear
their own costs and attorneys’ fees relating to or arising from the negotiation
and performance of this Agreement. 

SECTION 3

MISCELLANEOUS

3.1. Term. The rights granted under this Agreement, if any, shall commence upon
the Effective Date.

3.2. No Other Obligations. Neither Party shall have any other
responsibilities or obligations in connection with actions to enforce or defend
the Asserted Patents.

3.3. Binding on Successors. This Agreement shall be binding upon and inure
to the benefit of the Parties, successors and assignees. Notwithstanding the
preceding, it is understood that no assignment will release either Party or
their Subsidiaries from any of their obligations hereunder. 

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SECTION 4

NOTICE

4.1. Written Notices. Any notices under this Agreement shall be in
writing and delivered by facsimile transmission, electronic mail, overnight
express mail or express courier service to such Party at the address given
below, or such other address as provided by a Party by written notice in
accordance with this Section, and shall be effective on receipt. Notwithstanding
the foregoing, notices and other communications sent by facsimile transmission
or electronic mail shall be effective upon the sender’s receipt of an
acknowledgement from the intended recipient. This paragraph in no way
constitutes waiver of service of process in any litigation between the
parties.

	          	For
      Andrea:	      	Andrea
      Electronics Corporation
				 
				       620 Johnson Ave., Suite
    1B
				       Bohemia, New York
  11716
		 
		For
      Asus:		ASUSTeK
      Computer Inc.
				 
				       No. 15, Li-Te Rd., Beitou
      District,
				       Taipei 112, Taiwan
				 
			and	
				 
				ASUS
      Computer International
				 
				       800 Corporate Way,
      Fremont,
				       California
  94539



SECTION 5

GOVERNING LAW AND
JURISDICTION

5.1. Governing Law. The Parties agree that this Agreement shall be
considered to have been made in, and construed and interpreted in accordance
with the substantive laws of the State of California, without regard to its
conflict of laws principles.

5.2. Jurisdiction. The Parties hereby submit to, and waive any
venue objections against, the sole and exclusive jurisdiction of the state and
federal courts located in Santa Clara County, the State of
California.

SECTION 6

WARRANTIES; COVENANTS;
LIMITATION OF LIABILITY

6.1. Limited Warranty. Each Party represents and warrants that it has
the full authority to enter into and fully perform this Agreement; and that this
Agreement is valid and binding and enforceable in accordance with its terms.


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SECTION 7

CONFIDENTIALITY

7.1. Duty to Maintain Confidentiality. Either Party may publicly disclose this
Agreement, except that the License Agreement, Exhibit A, may only be disclosed
in accordance with the Confidentiality obligations contained therein.


SECTION 8

MISCELLANEOUS

8.1. Counterparts. This Agreement may be executed in counterparts in
the English language and each executed document shall be deemed an original
thereof.

8.2. Entire Agreement; Construction. This Agreement constitutes the entire agreement
between the Parties concerning the subject matter hereof and supersedes all
written and oral prior agreements and understandings with respect thereto.


8.3. Modification. No variation or modification of the terms of
this Agreement or any waiver of any of the terms or provisions hereof shall be
valid unless in writing and signed by an authorized representative of each of
the Parties. 

8.4. Severability; Interpretation. This Agreement is subject to the restrictions,
limitations, terms and conditions of all applicable governmental regulations,
approvals and clearances. If any term or provision of this Agreement is held
invalid, illegal or unenforceable in any respect for any reason, that
invalidity, illegality or unenforceability shall not affect any other term or
provision hereof, and this Agreement shall be interpreted and construed as if
such term or provision, to the extent the same shall have been held to be
invalid, illegal or unenforceable, had never been contained herein, and instead
had been included in such manner as to lawfully effectuate the intent of such
term or provision. The Parties acknowledge that each Party was represented by
legal counsel in connection with this Agreement and that each of them and its
counsel have reviewed this Agreement, and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement or any applicable amendments
or any exhibits.

8.5. Waiver. Failure by either Party to enforce any rights under this Agreement for
any length of time shall not be construed as a waiver of such rights nor shall a
waiver by either Party in one or more instances be construed as constituting a
continuing waiver or as a waiver in other instances.

8.6. Remedies. In the event of a breach of this Agreement, in addition to the right to
enforce its rights under this Agreement, each Party shall retain any and all
rights and/or remedies, at law or in equity. 

8.7. No Admission. The Parties agree that this Agreement or
anything contained herein shall not constitute an admission by Asus of
infringement, validity or enforceability of any of the Asserted Patents.


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IN WITNESS
WHEREOF, the Parties have caused
this Agreement to be executed by duly authorized officers effective on the
Effective Date.

 

	Andrea Electronics
      Corporation	
		 	
	By:  	/s/ Douglas Andrea	
	Name: Douglas Andrea	
	Title: C.E.O.	
	Date:  	1/12/2016	



	ASUSTeK Computer Inc.		ASUS Computer International
	 
	By:	/s/ Jerry Shen		By:	Steve Chang
	Name: Jerry
      Shen		Name: Steve
      Chang
	Title:
      C.E.O.		Title:
      President
	Date: 
    	1/27/2016		Date: 
    	1/14/2016 



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