Exhibit 10.3

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
Lenovo (United States)
Inc., a Delaware corporation
having a place of business at 1009 Think Place, Morrisville, North Carolina
27560 ( “Lenovo”) (Andrea and Lenovo may each be referred to as a
“Party” or collectively be referred to as the
“Parties”).

RECITALS 

WHEREAS, the Parties wish to resolve the pending
litigations between them in Andrea
Electronics Corp. v. Lenovo Corporation, et al., in the Eastern District of New York (Case
Nos.2:14-cv-04489 and 2:15-cv-00212) the “New York Cases” and
Certain Audio Processing Hardware
and Software and Products Containing Same, in the International Trade Commission (ITC Investigation No.
337-TA-949) the “ITC
Investigation” (collectively,
“the “Litigations”); and 

WHEREAS, Andrea has granted Lenovo 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 Lenovo 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 (a) US Patents: 5,825,898; 6,049,607;
6,363,345; 6,483,923; and 6,377,637; (b) any patents or patent applications that
claim priority directly or indirectly from the foregoing patents in subsection
(a), or from which priority is directly or indirectly claimed by any of the
patents in subsection (a), or that have common priority with the patents in
subsection (a); (c) any foreign counterparts, foreign related Patents,
continuations, divisionals, continuations-in-part, extensions, substitutions,
reissues, renewals and all results of oppositions, reexaminations, supplemental
examinations, requests for continued examination and other review procedures of
any of the foregoing in subsections (a) and (b); and (d) all patents issuing on
patent applications covered by any of the foregoing subsections (a) through
(c).

1.2. “Control” (including its correlative meanings, “Controlled” and “Controlling”) means, with
respect to an entity, the power to direct or cause the direction of the
management and policies of an entity whether through ownership of voting
securities, by agreement, or otherwise.

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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 Lenovo, attached as Confidential Exhibit A.

1.5. “Subsidiary” means (a) with respect to Andrea, any entity directly or indirectly
Controlled by Andrea as of the Effective Date (but shall only be considered a
Subsidiary during the period of time when such Control exists); and (b) with
respect to Lenovo:

	       	i.	       	(1) Lenovo Group
      Ltd., and (2) any entity directly or indirectly Controlled by Lenovo Group
      Ltd. as of the Effective Date (but shall only be considered a Subsidiary
      during the period of time when such Control exists); and/or
		 
		ii.		any entity directly
      or indirectly Controlled by Lenovo (United States), Inc. as of the
      Effective Date (but shall only be considered a Subsidiary during the
      period of time when such Control exists).


SECTION 2: DISMISSALS


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

	       	a.	       	Within five (5) business days of the
      execution of the Agreement, the Parties shall jointly file a motion to
      terminate, substantially in the form set forth in Exhibit B, the ITC
      Investigation. The Parties agree that to the extent such a motion is
      denied either by the presiding ALJ or by the Commission, the Parties will
      jointly seek leave for Lenovo and Andrea to retroactively file or
      supplement any document after the expiration of any deadline in the ITC
      Investigation.
		 
		b.		Within five (5) business days of Andrea’s
      receipt of the payment 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
      Cases substantially in the form set forth in Exhibit C. The Parties agree
      to submit to the court appropriate stipulations and proposed orders for
      extensions of time for all due dates so that neither Party is required to
      incur unnecessary expenses between the Effective Date and the date the
      case is dismissed.


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2.2. Releases. Upon receipt of payment by Andrea as set forth in Section 3.1 of the
License Agreement, Andrea and its Subsidiaries and Lenovo, its parent, and its
Subsidiaries shall release all claims, counterclaims and/or defenses
against each other relating to the Asserted Patents that were brought or could
have been brought of any kind and nature whatsoever, including but not limited
to any claims or defenses in the Litigations, as of the Effective Date.


2.3. Compromise. The Parties acknowledge and agree that (a) this Agreement is intended
solely as a compromise between the Parties and without any acknowledgment of
liability, fault or damages, and (b) nothing in this Agreement shall constitute
an admission by Lenovo of infringement of, nor the validity or enforceability
of, any of the Asserted Patents.

2.4. No Costs. 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, permitted 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.

SECTION 4

NOTICE


4.1. Written Notices. Any notice required or permitted by this
Agreement shall be in writing and shall be sent by a reliable overnight courier
service; by prepaid registered or certified mail, return receipt requested; or
by facsimile to the other Party at the address below or to such other address
for which such Party shall give notice hereunder. Such notice shall be deemed to
have been given one (1) day after the date of sending if by overnight courier
service, or five (5) days after the date of sending by registered or certified
mail, or upon confirmed receipt if delivered by facsimile, excepted that notice
of change of address shall be effective only upon receipt.


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	       	For Andrea:	       	Andrea Electronics Corporation
				620 Johnson Ave., Suite 1B
				Bohemia, New York
      11716
		 
		 
		For
    Lenovo:		Lenovo (United
      States) Inc.
				1009 Think Place
				Legal Department
				Morrisville, NC
      27560
				Attn: General
      Counsel, re. Litigation
				Facsimile:
      919.294.3342
		 
				With a copy
      to:
		 
				Fred I.
      Williams
				Akin Gump Strauss
      Hauer & Feld LLP
				600 Congress
      Avenue, Suite 1350
				Austin, TX 78701
				Telephone:
      512.499.6218
				Facsimile:
      512.499.6290
				Email:
      fwilliams@akingump.com



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 New York, without regard to its
conflict of laws principles. 

5.2. Jurisdiction. The Parties agree that all disputes and
litigation regarding this Agreement, its construction, and matters connected
with its performance be subject to the exclusive jurisdiction of the federal
courts located in the State of New York.

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 to the
extent required herein, bind their Subsidiaries as defined in Section 1.5
herein; and that this Agreement is valid and binding and enforceable in
accordance with its terms. 

SECTION
7
CONFIDENTIALITY 

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

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Lenovo (United States), Inc.


	By:	          
	Name:  	          Rachel A. Adams
	Title:	          Vice President
	Date:	          February 18, 2016





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