WWW.EXFILE.COM, INC. -- 888-775-4789 -- NETWORK 1 SECURITY SOLUTIONS, INC. -- EXHIBIT 10.1 TO FORM 8-K


    Exhibit
10.1

     

    Settlement
Agreement

     

    This
Settlement Agreement (“Settlement Agreement”) is made and entered effective as
of the 22nd day of
May, 2009 (the “Effective Date”) by and between Network-1 Security Solutions,
Inc. (“Network-1”) and NETGEAR, Inc. (“NETGEAR”).

     

    In this
Settlement Agreement Network-1 and NETGEAR are sometimes referred to,
respectively, as “the Party” or, collectively, as “the Parties.

     

    Background

     

    (a)           Network-1
and NETGEAR are currently engaged in a dispute and are litigants in a civil
action pending in the United States District Court for the Eastern District of
Texas entitled Network-1
Security Solutions, Inc. v. Cisco Systems, Inc., et. al, Case No. 6-08
CV-030 (“the Pending Litigation”);

     

    (b)           The
Parties to this Settlement Agreement recognize the uncertainty of outcome of
disputed, complex litigation such as the Pending Litigation as well as the
extended period of time that it could take to resolve matters through
litigation, and independently concluded that their respective interests would be
best served by compromising and thereby terminating and concluding the Pending
Litigation and all disputes between them;

     

    Now, therefore, the Parties to
this Settlement Agreement mutually agree and contract with each other, for good
and reciprocal consideration given and received, as follows:

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.  
Notice of
Dismissal.

     

    Within
five business days of the timely payment made pursuant to Section 4.1 of the
Nonexclusive Patent License Agreement in the form attached to this Settlement
Agreement as Exhibit B (“License Agreement”), Network-1 will file a Notice of
Dismissal with Prejudice of NETGEAR with the United States District Court for
the Eastern District of Texas in the form attached to this Settlement Agreement
as Exhibit A.

    


    2.  
Releases.

     

    (a)           Effective
upon the timely payment made pursuant to Section 4.1 of the License Agreement,
Network-1 hereby releases and discharges (i) NETGEAR, (ii) NETGEAR’s
Subsidiaries (as defined in the License Agreement), (iii) (but only insofar as
they were or are acting in their capacities as such) its attorneys, employees,
stockholders, directors, officers, and agents, and (iv), NETGEAR’s customers and
distributors, but only to the extent that they are using or distributing
NETGEAR’s Licensed Products (as defined in the License Agreement), from any and
all manner of action or actions, cause or causes of action, in law or in equity,
known or unknown, from the beginning of time to the date of this Settlement
Agreement, which arises out of the Pending Litigation, PROVIDED, however, that
this release and discharge shall not apply to the obligations, rights, and
privileges created by this Settlement Agreement.

     

    (b)           Effective
upon the execution of this Agreement, NETGEAR hereby releases and discharges (i)
Network-1, and (ii) (but only insofar as they were or are acting in their
capacities as such) its attorneys, employees, shareholders, directors, officers,
and agents from any and all manner of action or actions, cause or causes of
action, in law or 

     

    
      
        
        

      

      
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    in
equity, known or unknown, from the beginning of time to the date of this
Settlement Agreement, which arises out of the Pending Litigation, PROVIDED,
however, that this release and discharge shall not apply to the obligations,
rights, and privileges created by this Settlement Agreement.

    


    3.  
License
Agreement.

     

    Upon the
execution of this Settlement Agreement, Network-1 and NETGEAR will execute a
Nonexclusive Patent License Agreement in the form attached to this Settlement
Agreement as Exhibit B.

    


    4.  
Miscellaneous.

     

    (a)           This
Settlement Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

     

    (b)           Any
action, suit, or proceeding brought by a party to this Settlement Agreement
shall be brought only in New York courts in New York County or in California
Courts in Santa Clara County, at complainant’s option.  Network-1 and
NETGEAR hereby irrevocably submit to the exclusive jurisdiction of the United
States District Court for the Southern District of New York or any court of the
State of New York located in the County of New York, and to the United
States District Court for the Northern District of California or any court of
the State of California located in County of Santa Clara, in respect of any
action, suit or proceeding brought by Network-1 or NETGEAR to enforce this
Settlement Agreement (and waive any objection based on forum non convenience or
any other objection to venue); provided, however, that such 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    consent
to jurisdiction is solely for the purpose referred to in this Section and shall
not be deemed to be a general submission to the jurisdiction of said courts or
in the State of New York or California other than for such purpose and shall not
apply with respect to, or be deemed to indicate the intent of any party to this
Settlement Agreement with respect to, any action brought by or against any
person(s) each of whom is not a party to this Settlement Agreement.

     

    (c)           The
invalidity or unenforceability of any provision of this Settlement Agreement
shall not affect the validity or enforceability of any other
provision.

     

    (d)           Network-1
and NETGEAR have had all desired counsel, legal and otherwise, in entering into
this Settlement Agreement, and do so in accordance with their own free acts and
deeds.

     

    (e)           Any
and all notices, consents, or demands permitted or required to be made or given
under this Settlement Agreement shall be in writing, signed by the individual
giving such notice, consent, or demand and shall be delivered personally, sent
by facsimile, or sent by registered or certified mail, return receipt requested,
to the other party at its address set forth below:

     

     

    
      	
               
      

            	
              To
      Licensor:

            	
              Network-1
      Security Solutions, Inc.

              
                445
      Park Avenue, Suite 1018

                
                  New
      York, NY 10022

                  
                    Attention:  Corey
      M. Horowitz, Chairman and CEO

                    
                      Telephone:  (212)
      829-5770

                      
                        Facsimile:  (212)
      829-5771

                      

                    

                  

                

              

            


    

    
       

      
        	
                 
      

              	
                With
      a copy to:

              	
                

                  Baker
      Hostetler LLP

                  45
      Rockefeller Plaza

                  New
      York, NY 10111

                  Attention:  Victor
      Siber

                

              


      

       

    

    
      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                   

                	
                  

                    

                      Telephone:  (212)
      589-4696

                      Facsimile:  (212)
      589-4201

                    

                  

                


        

        
          
             

            
              	
                       
      

                    	
                      To
      Licensee:

                    	
                      

                        

                          

                            NETGEAR
      Inc.

                            350
      East Plumeria Drive

                            San
      Jose, California 95134-1911

                            Attention:  Andrew
      Kim, V.P. of Legal & Corporate 

                            Development
      and Company Secretary

                            Telephone:
      (408) 907-8000

                            Facsimile:
      (408) 907-8097

                          

                        

                      

                    


            

            
              
                 

                
                  	
                           
      

                        	
                          With
      a copy to:

                        	
                          

                            

                              

                                

                                  Wilson
      Sonsini Goodrich & Rosati

                                  650
      Page Mill Road

                                  Palo
      Alto, CA  94304

                                  Attention:  Jamie
      DiBoise

                                  Telephone:
      (650) 493-9300

                                  Facsimile:
      (650)
493-6811

                                

                              

                            

                          

                        


                

                 

              

            

          

        

      

    

    (f)           Unless
otherwise set forth in this Settlement Agreement or as provided in the attached
Exhibits, the provisions of this Settlement Agreement including all Exhibits
shall be binding on, and inure to the benefit of, the respective successors and
assigns or partial assigns of the Parties, and, in any event, shall continue to
be binding on the Parties.

     

    (g)           Each
Party warrants and represents that it has not assigned, transferred,
hypothecated, or purported to assign, transfer, or hypothecate to any person or
entity not a party hereto, the whole or any part or portion of its claims or
rights which constitute matters released or discharged pursuant to this
Settlement Agreement.

     

    (h)           This
Settlement Agreement may be executed in separate counterparts, each of which
shall be considered an original but all of which shall constitute one
agreement.

     

    (i)           This
Settlement Agreement and the corresponding Exhibits, including the dismissal
(Exhibit A) and Nonexclusive Patent License Agreement (Exhibit B) constitute


     

    
      
        
        

      

      
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    the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersede any prior or contemporaneous negotiations,
understandings, agreements, commitments, or representations by or between the
Parties, written or oral, with respect to the subject matter of this Settlement
Agreement.

     

    (j)           Each
party acknowledges that it has cooperated fully in the drafting and preparation
of this Settlement Agreement (including all Exhibits), and that no rule of
construction may be used to construe this Settlement Agreement against any party
by virtue of that party’s role in the drafting of this Settlement
Agreement.

     

    (k)           No
amendment of any provision of this Settlement Agreement shall be valid unless
the same shall be in writing and signed by each of the Parties.

     

    (l)           This
Settlement Agreement is not confidential.

    


    IN WITNESS WHEREOF, each of
the Parties has caused two original copies of this Settlement Agreement to be
executed on its behalf by its duly authorized officer.

     

    
       

      
        	
                Network-1
      Security Solutions, Inc.

                 

                
                  By:  /s/ Corey M. Horowitz

                  

                    
      

                  Duly
      Authorized

                   

                  Title:   Chairman & CEO

                  

                    
      

                   

                  Date:   May 27, 2009

                  

                    
      

                

              	
                NETGEAR,
      Inc.

                 

                By:  /s/ Andrew
      Kim

                

                  
      

                Duly Authorized

                 

                Title:   VP,
      Legal & Corp. Div.

                

                  
      

                 

                Date:   May 26, 2009

                

                  
      

              


      

      
 

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

      
        Exhibit
B

      

       

    

    NONEXCLUSIVE
PATENT LICENSE AGREEMENT

     

    THIS
agreement (“Agreement”) made and entered into and effective as of April 1, 2009,
is by and between Network-1 Security Solutions, Inc., a Delaware corporation
(the “Licensor”), and
NETGEAR, Inc., a Delaware corporation, (the “Licensee”).

     

    WHEREAS,
Licensor is the beneficial owner of United States Patent No. 6,218,930 (the
“‘930
Patent”);

     

    WHEREAS,
on June 18, 2008, Licensor commenced an industry-wide “Special Licensing
Program” for the ‘930 Patent to vendors of Power over Ethernet
equipment.  The Special Licensing Program was of limited duration and
was being implemented on an industry-wide basis to offer discounted running
royalty rates and exceptions to Licensor’s standard current licensing terms and
conditions relating to the ‘930 Patent to PoE vendors who are “early adopters”
and enter into license agreements without delay and to avoid litigation and
higher royalties;

     

    WHEREAS,
Licensor agreed to offer, for a limited time, the terms of the Special Licensing
Program to defendants, including Licensee, in the litigation Network-1 Security Solutions, Inc.
v. Cisco, Inc. et. al, Case No. 6:08-cv-00030, pending in the United
States District Court for the Eastern District of Texas, Tyler
Division;

     

    WHEREAS,
Licensee and its Subsidiaries desire to obtain a royalty-bearing, non-exclusive,
license under the ‘930 Patent, and Licensor is willing to grant Licensee and its
Subsidiaries such license subject to the terms and conditions of this
Agreement;

     

    NOW,
THEREFORE, in consideration of the promises and covenants in this agreement, the
parties agree as follows:

     

    
      	
              1  

            	
              Definitions.

            


    

     

    
      	
              
              

            	
              1.1  

            	
              “Adverse Ruling”
      means a holding, by a final judgment of a court of competent jurisdiction
      (including the International Trade Commission), that (a) none of the
      claims of the Licensed Patent adjudicated by the court are valid, or (b)
      the Licensed Patent is unenforceable such that it could not be enforced
      against Licensee, or (c) the Licensor is estopped or enjoined from
      asserting the Licensed Patent against Licensee.  The term
      “Adverse Ruling” shall also encompass a final order by the U.S. Patent
      & Trademark Office that at least claims 1, 2, 6, and 9 of the Licensed
      Patent are invalid.

            


    

     

    
      	
              
              

            	
              1.2  

            	
              “Effective Date”
      of this Agreement shall mean the date first written
  above.

            


    

     

    
      	
              
              

            	
              1.3  

            	
              “Expiration
      Date” means the date on which the Licensed Patent shall
      expire.

            


    

     

    
      	
              
              

            	
              1.4  

            	
              “Have Made”
      means the right to purchase a Licensed Product from a third party (e.g., suppliers and
      vendors) and/or have a third party make a Licensed Product in whole or in
      part for the use by and/or sale or transfer by Licensee or its
      Subsidiaries, where the third party operates under the license grant to
      Licensee and its Subsidiaries for providing Licensed Products to Licensee
      and/or a Subsidiary of Licensee and for no other
  purpose.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	
              
              

            	
              1.5  

            	
              “Licensed
      Patent” means the ‘930 Patent and any continuations,
      continuations-in-part, re-issues, re-examinations, and divisionals of the
      ‘930 Patent, and all patents and applications claiming priority from the
      ‘930 Patent, or from which priority is
claimed.

            


    

     

    
      	
              
              

            	
              1.6  

            	
              “Licensed PSE”
      refers to a PSE product made, used, offered for sale, or sold within the
      United States or imported into the United States prior to the Expiration
      Date.  As used in this Agreement, “Licensed PSE” shall not
      encompass any apparatus, device, equipment or product that exclusively
      uses Spare Pairs to transmit operating
power.

            


    

     

    
      	
              
              

            	
              1.7  

            	
              “Licensed PD”
      refers to a PD product made, used, offered for sale, or sold within the
      United States or imported into the United States prior to the Expiration
      Date.  As used in this Agreement, “Licensed PD” shall not
      encompass any apparatus, device, equipment or product that exclusively
      uses Spare Pairs to receive operating
power.

            


    

     

    
      	
              
              

            	
              1.8  

            	
              “Licensed
      Product” means any Licensed PSE product or any Licensed PD
      product.  A list of current Licensed Products as of the
      Effective Date includes the products set forth in Exhibit
    1.

            


    

     

    
      	
              
              

            	
              1.9  

            	
              “Power over
      Ethernet” or “PoE” means the
      technology used to deliver electrical power over Ethernet network cabling
      for the purpose of supplying operating power to devices connected to an
      Ethernet network.

            


    

     

    
      	
              
              

            	
              1.10  

            	
              “Powered Device”
      or “PD”
      means any apparatus, device, equipment, or product that receives or is
      capable of receiving (but not sending) power from PSEs in a PoE
      system.

            


    

     

    
      	
              
              

            	
              1.11  

            	
              “Power Sourcing
      Equipment” or “PSE” means any
      fixed configuration (i.e., stand alone and
      non-expandable) product that supplies power to PDs in a PoE system,
      including, but not limited to, products complying with IEEE Standards
      802.3af and 802.3at.

            


    

     

    
      	
              
              

            	
              1.12  

            	
              “Sales Price” in
      any quarter, means, with respect to any Licensed Product sold by Licensee
      (or any of its Subsidiaries) on an arms-length basis to a party that is
      not a Subsidiary of Licensee, the “Average Sales Price” (which is
      calculated as the total sum of the “Extended Prices” actually invoiced
      during a quarter, substantially in the form of the representative invoice
      attached to this Agreement as Exhibit 3, for such product divided by the
      number of units of such product sold during such
  quarter).

            


    

     

    
      	
              
              

            	
              1.13  

            	
              “Spare Pairs”
      means the set of wires in a twisted pair cable not used for transporting
      data in an Ethernet network
segment.

            


    

     

    
      	
              
              

            	
              1.14  

            	
              “Subsidiary”
      means as to Licensee (Licensor has no Subsidiaries) an entity of which
      shares of stock having voting power to elect a majority of the Board of
      Directors or other managers of such entity are at the time owned, or the
      management of which is otherwise controlled, directly or indirectly
      through one or more intermediaries, or both, by the
    Licensee.

            


    

     

    
      	
              
              

            	
              1.15  

            	
              “Third Party Licensed
      Products” means any PD or PSE product of a third party that is
      made, used, offered for sale, or sold within the United States or imported
      into the United States that is licensed by Licensor and covered under a
      license between Licensor and the third
party.

            


    

     

    
      	
              2  

            	
              License
      Grant.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	
              
              

            	
              2.1  

            	
              Upon
      the timely payment of the initial licensing fee set forth in Section 4.1,
      Licensor grants to the Licensee and its Subsidiaries a personal,
      non-exclusive, non-transferable, royalty bearing license under the
      Licensed Patent (i) to make, use, lease, sell, offer for sale, import,
      design, Have Made, and otherwise transfer Licensed Products, including the
      right to procure or produce components for Licensed Products, (ii) to
      practice any method or process involved in the manufacture of Licensed
      Products, and (iii) to practice any method or process involved in the use
      or other integration into a system or network of Licensed
      Products.  To the extent that any Licensed Product is sold or
      otherwise transferred by Licensee or its Subsidiaries to distributors,
      resellers, channel partners, retailers, customers, and other “arm’s
      length” customers and/or end users, and any other third parties involved
      in distributing, selling, or using Licensee’s Licensed Products, the
      license granted under this Section shall encompass such parties for such
      Licensed Products, but only to the extent that the Licensed Products
      distributed, sold, or used are licensed under this Agreement and subject
      to the royalty payment under Section 4.2 below.  To the extent
      that a third party is operating under the Have Made rights granted under
      this Section, the license granted under this Section shall encompass said
      third party, but only as to such third party’s sales of Licensed Products
      to Licensee or any Subsidiaries and other licensed conduct for Licensee
      and its Subsidiaries contemplated in this Section, and not for sales to
      other parties.

            


    

     

    
      	
              
              

            	
              2.2  

            	
              If
      the Licensee, its Subsidiaries, or its or their successors initiate any
      action to challenge, directly or indirectly through their acting officers,
      directors, employees, representatives, or agents acting at Licensee’s
      direction, the infringement or validity of the Licensed Patent, or assist
      or cooperate in any action, related to the non-infringement or invalidity
      of the Licensed Patent or any declaratory judgment action under the Patent
      Act of the United States, title 35, United States Code, the Declaratory
      Judgment Act, title 28, United States Code, or otherwise (unless the
      Licensee is required to do so pursuant to any applicable law, regulation,
      judicial or administrative order or decree, or request by other regulatory
      organization having authority pursuant to the law; provided, however, that in such
      case the Licensee gives Licensor or its Subsidiaries reasonable advance
      notice that it is required to do so (so as to afford Licensor a reasonable
      opportunity to appear, object, and obtain appropriate relief regarding
      such requirement)) the Licensee shall pay a royalty rate of five percent
      (5%) of the Sales Price of Licensed Products (in lieu of the royalties
      owed under Section 4.2) with respect to all royalties payable after the
      date Licensee (or its Subsidiaries or successors) initiate any such
      action.  This Section shall not apply if Licensee, its
      Subsidiaries, or their successors initiate such action in response to any
      litigation, assertion, or claim for infringement of the Licensed Patent
      brought by Licensor (or any other party who owns rights to the Licensed
      Patent) against Licensee, a Subsidiary of Licensee, or another party with
      respect products licensed under this
Agreement.

            


    

     

    
      	
              
              

            	
              2.3  

            	
              Licensee
      acknowledges that except for the licenses granted in section 2.1 above, no
      further licenses are granted.

            


    

     

    
      	
              
              

            	
              2.4  

            	
              All
      rights not expressly granted by Licensor are expressly
      reserved.  Nothing in this Agreement shall be construed as a
      right to use or sell Licensed Products in a manner which conveys or
      purports to convey whether explicitly, by principles of implied license,
      or otherwise, any rights to any third party user or purchaser of Licensed
      Product, under the Licensed Patent, to combine the Licensed Products with
      any other product (not licensed under Section 2.1) where the right applies
      specifically to the combination of the Licensed Product and other product
      and not to the Licensed Product
itself.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	
              
              

            	
              2.5  

            	
              Licensee
      acknowledges that, this Agreement grants no rights to combine Licensed PSE
      products with PD products not licensed by Licensor or to combine Licensed
      PD products with PSE products not licensed by
  Licensor.

            


    

     

    
      	
              3  

            	
              Third Party Patents
      and Limitations on
Liability.

            


    

     

    
      	
              
              

            	
              3.1  

            	
              Licensor
      hereby represents and warrants that:  (a) it has the authority
      to enter into this Agreement and grant the license under Section 2.1; (b)
      this Agreement is valid and binding and enforceable in accordance with its
      terms except as such enforceability may be limited by applicable
      bankruptcy, insolvency, bankruptcy reorganization, or similar laws
      affecting creditors rights generally; (c) it has all right, title and
      interest in and to the Licensed Patent; (d) there are no patents or patent
      applications or foreign counterparts related to the Licensed Patent, nor
      does Licensor own any patent or patent application claiming or disclosing
      any PoE technology except the Licensed Patent; and (e) Licensor has no
      Subsidiaries.  Licensor makes no warranty or representation that
      practicing the technology covered by the license granted to Licensee under
      Section 2.1 will not infringe any patent or patents of any country which
      is or are owned by any party or parties other than
      Licensor.  The obligations of Licensee to Licensor shall be in
      no way affected and no obligation of any character of Licensor to Licensee
      shall be created by the fact that practicing the technology covered by the
      license granted in Section 2.1 infringes the patent rights of
      others.

            


    

     

    
      	
              
              

            	
              3.2  

            	
              Except
      as expressly set forth above in Section 3.1, Licensor makes no warranty,
      whether express or implied, including warranties of merchantability or of
      fitness for a particular purpose.  Under no circumstances shall
      Licensor be liable for incidental, consequential, or other damages from
      alleged negligence, breach or warranty, strict liability, tort, contract,
      or any other legal theory arising out of the use or handling of the
      Licensed Product.

            


    

     

    
      	
              4  

            	
              Consideration, Royalty
      Payments, and Royalty
Reporting.

            


    

     

    
      	
              
              

            	
              4.1  

            	
              In
      connection with the Special Licensing Program, Licensor has agreed to
      offer Licensee an “early adopter” reduced royalty rate and to reduce its
      license initiation fees, which are based on Licensee’s past sales of PSEs
      and PDs, to three hundred fifty thousand dollars ($350,000) which shall be
      paid within five business days of the Effective
  Date.

            


    

     

    
      	
              
              

            	
              4.2  

            	
              In
      further consideration of the license granted in this Agreement, Licensee
      agrees to pay Licensor for each Licensed Product sold by Licensee to a
      third party a royalty of one point seven percent (1.7%) of the Sales
      Price  for each Licensed PSE and a royalty of two percent (2%)
      of the Sales Price for each Licensed PD (“Royalty Rate”).  If
      Licensor grants a license to any other licensee with a lower applicable
      Royalty Rate, (where such applicable Royalty Rate is either (i) contained
      in a royalty bearing license, or (ii) underlying the calculation of the
      amount of a paid up license), Licensee shall be entitled to obtain the
      benefit of such lower applicable Royalty Rate upon the effective date of
      such other license, provided however, that Licensee, is able to and agrees
      to assume all of the material financial and non-financial terms and
      conditions of the license agreement executed between such other licensee
      and Licensor (other than terms relating exclusively to payment for past
      infringement).  Licensor agrees to keep books and records,
      including other license agreements, adequate to accurately determine the
      material terms and conditions of any other licenses of the Licensed
      Patent.  Licensor shall retain such books and records for at
      least three (3) years after the delivery of any royalty
      reports.  Licensee shall have the right, no more than twice per
      calendar year, to have an independent
certified

            


    

    
       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                
                

              	
                 

              	
                public
      accountant inspect all relevant books and records of Licensor on thirty
      (30) days’ prior written notice and during regular business hours to
      inspect any relevant agreements.  Such independent certified
      public accountant shall be selected by the auditing party and shall be
      reasonably acceptable to the other party.  The auditor shall
      enter into an appropriate nondisclosure agreement with the audited party
      and any necessary third parties, and shall disclose no more information
      than is reasonably necessary to complete the audit.  Should (a)
      a lower applicable Royalty Rate be discovered as the result of an audit,
      and (b) the Licensee enters an amended license agreement in which it
      assumes all of the material financial and non-financial terms and
      conditions of the license agreement executed between the other licensee
      and Licensor as set forth above, Licensor (i) shall credit the difference
      to Licensee, or (ii) Licensee shall set off the difference against future
      royalty payments together with interest at the compounded annual Prime
      Rate as reflected in The
      Wall Street Journal, between the royalties that were actually paid
      by Licensor and the royalties that would have been paid by the Licensor
      had the Licensor agreed to the terms of the license agreement executed
      between the other licensee and Licensor as of the effective date of the
      other license agreement  Licensor shall also reimburse Licensee
      for the reasonable cost of the
audit.

              


      

       

    

    
      	
              
              

            	
              4.3  

            	
              Only
      one royalty will be paid for the sale of any given Licensed Product
      subject to royalty in this Agreement.  Royalties for sales of
      Licensed Products shall be net of returns, including without limitation
      returns for warranty defects and stock rotation, but only to the extent
      (i) Licensee credits or refunds the customer returning Licensed Products
      an amount equal to or less than the amount originally invoiced for the
      Licensed Products, and (ii) the Licensed Products were initially sold
      after the Effective Date.  Licensee will not owe any royalty
      payment for Third Party Licensed Products sold by Licensee or under
      Licensee’s brand.  For the avoidance of doubt, for royalty
      calculation purposes, any resale of a returned product shall be treated as
      a new sale to the extent the resale brings to Licensee or to a Licensee
      Subsidiary an additional selling price not already accounted for by
      Licensee and its Subsidiaries through the initial sale of that
      product.

            


    

     

    
      	
              
              

            	
              4.4  

            	
              Licensee
      shall make all payments to Licensor in performance of any obligation of
      Licensee defined in this Agreement in United States Dollars by bank wire
      to the following account:

            


    

     

    Network-1
Security Solutions, Inc.

    Bank of
America (formerly Fleet)

    60
Hempstead Ave

    West
Hempstead, New York 11552

    Swift
code BOFAUS3N

    ABA #
021000322

    A/C #
9492142646

    


    Licensor
may, in its discretion, provide Licensee with written notice of alternative
methods of payment.  The amounts paid in consideration for this
non-exclusive license is not intended to reflect either a reasonable royalty or
an established royalty and is entered into in recognition of Licensee being the
first defendant in the litigation entitled Network-1 Security Solutions, Inc.
v. Cisco Systems, Inc., et. al, Case No. 6-08 CV-030 (currently pending
in the Eastern District of Texas) to enter into a license.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
              
              

            	
              4.5  

            	
              Licensee
      shall make running royalty payments within thirty (30) days after the end
      of each calendar quarter (“Royalty Period”) during which any Licensed
      Product subject to royalty in this Agreement was
      sold.  Royalties shall be calculated in the currency in which
      sales are made and, in the case of sales made in currency other than
      United States Dollars, the equivalent amount of the United States Dollars
      for any royalties payable hereunder will be determined on the basis of the
      rate of exchange quoted by The Wall Street Journal
      as of the due date of the royalty payment (in the event that The Wall Street Journal
      quotes more than one rate of exchange that day, Licensee shall select any
      one of those rates).  Royalties shall be submitted with a
      royalty report (“Royalty Report”), in the form of Exhibit 2,
      showing all Licensed Products sold by Licensee in the immediately
      preceding Licensee fiscal quarter.  The Royalty Report shall be
      certified by the Licensee setting forth the amount and calculation of the
      royalties for the reported period regardless of whether or not any payment
      is due.  The Royalty Report will include all Licensed Products
      sold by Licensee during the reporting fiscal quarter, including Licensed
      Products that are not on Exhibit 1 but were subsequently sold by
      Licensee.

            


    

     

    
      	
              
              

            	
              4.6  

            	
              Licensee
      assumes responsibility for any payment due but not made by any
      Subsidiary.

            


    

     

    
      	
              
              

            	
              4.7  

            	
              Irrespective
      of any ruling of a court, administrative body, or arbitral tribunal, no
      royalties paid by Licensee shall be subject to refund except for
      overpayments made in error and identified by Licensee within six (6)
      months of actual or constructive notice of such erroneous payment,
      whichever is later.  Any refund that Licensee may be entitled to
      pursuant to this Agreement shall be taken as a credit in a subsequent
      Royalty Report; provided, however that if no further royalties are due
      under this Agreement, Licensee shall receive a refund instead of a
      credit.  Such refunds shall be made to Licensee within thirty
      (30) days of notice.

            


    

     

    
      	
              
              

            	
              4.8  

            	
              No
      further royalties shall be due under Section 4.2 in the event of an
      Adverse Ruling.  Licensor shall provide Licensee with written
      notice of an Adverse Ruling as soon as reasonably
      practicable.  In the event that the Adverse Ruling is
      overturned, including by way of a ruling of the United States Court of
      Appeals for the Federal Circuit, or other higher court of competent
      jurisdiction, the obligations to pay royalties will be reinstated and the
      royalties that were not paid during the period before the Adverse Ruling
      was overturned shall be paid by Licensee with interest at the Prime Rate
      as reflected in The Wall
      Street Journal as of the date the Adverse Ruling is
      overturned.

            


    

     

    
      	
              
              

            	
              4.9  

            	
              In
      the event a third party’s PoE products (e.g., PSEs or PDs) are
      found not to infringe the Licensed Patent by a court of competent
      jurisdiction (including the International Trade Commission)
      (“Non-Infringement Finding”), Licensee may provide notice to Licensor that
      such finding could result in terminating Licensee’s obligation to pay
      royalties under the Agreement, and Licensee may provide notice to Licensor
      that it intends to cease making royalty payments for Licensed Products of
      comparable physical structure, with respect to the claims of the Licensed
      Patent, to the PoE products found not to infringe the Licensed
      Patent.  A Non-Infringement Finding arises if, for example, a
      court finds that a third party’s PoE product (i) fails to meet the
      limitations of all asserted claims not subject to an Adverse Ruling, (ii)
      is covered by an implied license, (iii) is subject to patent exhaustion,
      and/or (iv) is subject to legal estoppel.  Licensor shall
      provide Licensee with written notice of such Non-Infringement Finding as
      soon as reasonably practicable.  If the parties disagree with
      the effect the ruling has on Licensee’s obligation to pay royalties under
      this Agreement, the parties may submit the issue of whether the
      Non-Infringement Finding would be applicable to the Licensee’s Licensed
      Products to a mutually agreed upon

            


    

    
       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
        	
                
                

              	
                 

              	
                mediator
      with expertise in patent law for mediation followed, if necessary, by
      binding arbitration before an arbitration panel pursuant to the rules of
      the American Arbitration Association.  In the event that the
      arbitration panel makes an award that the Non-Infringement Finding applies
      to Licensee or the Licensed Products (“Arbitration Award”), then Licensee
      may cease making further royalty payments for sales of the Licensed
      Product, provided, however, in the event that (a) the Non-Infringement
      Finding is overturned by the United States Court of Appeals for the
      Federal Circuit or other higher court of competent jurisdiction, or (b)
      the Arbitration Award is overturned by a court of competent jurisdiction,
      the obligations to pay royalties will be reinstated from the date of the
      earlier of (a) or (b) above, with interest at the Prime Rate as reflected
      in The Wall Street Journal as of the date of the earlier of (a) or (b),
      and this Agreement will remain in full force and effect irrespective of
      any prior arbitration ruling to the contrary.  Licensor will
      provide Licensee with written notice of (a) above within thirty (30) days
      of its issuance.  All decisions and rulings of the mediator or
      arbitration panel shall be held in confidence by Licensor and Licensee and
      shall never be used as evidence in any other legal or administrative
      proceeding.

              


      

       

    

    
      	
              
              

            	
              4.10  

            	
              Payments
      when provided for in this Agreement shall, when overdue, bear interest
      compounded monthly (prorated for periods of time less than one month) at
      an annualized rate of five percent (5%) over the prime rate quoted by
      The Wall Street
      Journal, on the date that the payment is due, for each month during
      the delinquency.  If the amount of such charge exceeds the
      maximum permitted by law, such charge shall be reduced to such
      maximum.

            


    

     

    
      	
              
              

            	
              4.11  

            	
              Licensee
      shall keep books and records adequate to accurately determine the payments
      due under this Agreement.  Licensee shall retain such books and
      records for at least three (3) years after the delivery of the Royalty
      Report to which they relate.  Licensor shall have the right, no
      more than twice per calendar year, to have an independent certified public
      accountant inspect all relevant books and records of the other party on
      thirty (30) days’ prior written notice and during regular business hours
      to verify the reports and payments required to be made pursuant to this
      Agreement.  Such independent certified public accountant shall
      be selected by the auditing party and shall be reasonably acceptable to
      the other party.  The auditor shall enter into an appropriate
      nondisclosure agreement with the audited party and any necessary third
      parties, and shall disclose no more information than is reasonably
      necessary to complete the audit.  Should an underpayment in
      excess of five percent (5%) be discovered, Licensee shall reimburse
      Licensor for the cost of the audit.  In any event, Licensee
      shall promptly pay any underpayment together with interest at the
      compounded annual Prime Rate as reflected in The Wall Street Journal
      on the last day of each month during the period of the
      delinquency.

            


    

     

    
      	
              5  

            	
              Term and
      Termination.

            


    

     

    
      	
              
              

            	
              5.1  

            	
              This
      Agreement will commence on the Effective Date and will remain in force and
      effect until the Expiration Date, unless earlier terminated or in the
      event all claims of the Licensed Patent are found to be invalid, or the
      Licensed Patent is held unenforceable against Licensee, or if the Licensor
      is estopped or enjoined from asserting the Licensed Patent against
      Licensee by a final non-appealable order of a court of competent
      jurisdiction.  Other than as provided for in Section 5.2, the
      parties to this Agreement may terminate this Agreement only by mutual
      written agreement.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
              
              

            	
              5.2  

            	
              In
      the event a party to this Agreement breaches any provision of this
      Agreement and fails to cure such breach within forty-five (45) days of
      receipt of written notice of such breach, the other party to this
      Agreement may, in its sole discretion, terminate the Agreement upon
      written notice to the other party.

            


    

     

    
      	
              
              

            	
              5.3  

            	
              If
      Licensee fails to make royalty payments required by this Agreement and
      fails to remedy such breach in accordance with Section 5.2, all remedial
      payments for outstanding payments shall be calculated at a royalty rate of
      five percent (5%) instead of the Royalty Rate set forth in Section
      4.2.  The Royalty Rate set forth in Section 4.2 will continue to
      apply after Licensee makes the remedial
  payments.

            


    

     

    
      	
              
              

            	
              5.4  

            	
              Termination
      of this Agreement by mutual written agreement of the parties to this
      Agreement shall not, unless otherwise agreed by the parties, have the
      effect of terminating, revoking, or withdrawing rights and obligations set
      forth in this Agreement with respect to matters after the Effective Date
      and up through and including the effective date of the
      termination.  Notwithstanding the foregoing, the termination of
      this Agreement for any reason shall not terminate the license granted in
      this Agreement for any Licensed Product sold or in the process of being
      manufactured prior to the termination date so long as the applicable
      royalty due with respect to such product has been paid by
      Licensee.

            


    

     

    
      	
              6  

            	
              Miscellaneous.

            


    

     

    
      	
              
              

            	
              6.1  

            	
              If
      any provision of this Agreement is held to be illegal, invalid, or
      unenforceable under any present or future law, and if the rights or
      obligations of any party to this Agreement  will not be
      materially and adversely affected thereby, (i) such provision will be
      fully severable, (ii) this Agreement will be construed and enforced
      as if such illegal, invalid, or unenforceable provision had never been
      part of this Agreement, and (iii) the remaining provisions of this
      Agreement will remain in full force and effect and will not be affected by
      the illegal, invalid, or unenforceable provision or by its severance from
      this Agreement.

            


    

     

    
      	
              
              

            	
              6.2

            	
              This
      Agreement may not be assigned by either party without the express prior
      written consent of the other party, except in connection with a merger,
      acquisition, reorganization, or sale of all or substantially all of such
      party’s assets or equity (“Transaction”).  The license set forth
      in Section 2.1, however, shall continue to cover and apply only to
      Licensed Products (which are marketed, sold, and distributed under
      licenses granted in this Agreement) in existence as of the effective date
      of the transaction, and any subsequent updates, upgrades, enhancements,
      improvements to such products.  This Agreement is binding upon
      and inures to the benefit of the parties hereto, and their permitted
      assigns.  If the Licensee enters into any Transaction with
      another entity, the other entity involved in the Transaction will not,
      under any circumstances, be released for any of its past infringement of
      the Licensed Patent as a result of the Transaction, whether or not the
      surviving entity is licensed under Section 2.1 of this Agreement after the
      date of the transaction.

            


    

     

    
      	
              
              

            	
              6.3  

            	
              If
      Licensor sells, transfers or exclusively licenses the Licensed Patent, or
      grants any interest in the Licensed Patent (other than a non-exclusive
      license) Licensor will provide notice of this license granted to Licensee
      and will ensure the Licensed Patent remains subject to this
      Agreement.

            


    

     

    
      	
              
              

            	
              6.4  

            	
              Except
      as specifically provided in Section 2.1, nothing expressed or implied in
      this Agreement is intended or shall be construed to confer upon or give to
      any party, other than

            


    

    
       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
        	
                
                

              	
                 

              	
                the
      parties to this Agreement and their respective successors and permitted
      assigns, any rights or remedies under or by reason of this
      Agreement.

              


      

       

    

    
      	
              
              

            	
              6.5  

            	
              This
      Agreement may be executed in separate counterparts, each of which shall be
      considered an original but all of which will constitute one
      agreement.

            


    

     

    
      	
              
              

            	
              6.6  

            	
              This
      Agreement is not confidential.  Each party understands that
      following the Effective Date, the other party may be required to file a
      Form 8-K with the SEC that will include this Agreement as an
      exhibit.  Each party further understands that the other party
      may be required to publicly disclose information pertaining to this
      Agreement.

            


    

     

    
 

     

     

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, each of the parties has caused two original copies of this
Agreement to be executed on its behalf by its duly authorized officer as of the
Effective Date.

     

    
      
        	 	

                NETWORK-1
      SECURITY SOLUTIONS, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Corey
      M. Horowitz	 
	 	 	Corey
      M. Horowitz	 
	 	 	Chairman
      and Chief Executive Officer	 
	 	 	 	 


      



    
       

      
        
          	 	

                  NETGEAR,
      Inc.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Andrew
      Kim	 
	 	 	Andrew
      Kim	 
	 	 	VP,
      Legal; Corp. Div.	 
	 	 	 	 


        

        
 

      

    

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

    EXHIBIT
1

     

    


     

    LICENSED
PRODUCTS (AS OF THE EFFECTIVE DATE) INCLUDE, BUT ARE NOT NECESSARILY LIMITED
TO:

     

    
      	
              ·

            	
              ProSafe
      L3 Managed Stackable Switches (including FSM 7328PS-100NAS, FSM 7352PSNA,
      FSM 7326PNA)

            


    

     

    
      	
              ·

            	
              ProSafe
      Smart Switches (including GS 724TP-100NAS, GS 748TP-100NAS, FS
      728TP-100NAS, FS 752TPSNA, FS 726T
PNA)

            


    

     

    
      	
              ·

            	
              ProSafe
      Unmanaged Desktop Switches (including FS116PNA,
  FS108PNA)

            


    

     

    
      	
              ·

            	
              ProSafe
      Smart Wireless Controller (including
WFS709TP)

            


    

     

    
      	
              ·

            	
              ProSafe
      Light Wireless Access Point (including WGL
  102-100NAS)

            


    

     

    
      	
              ·

            	
              ProSafe
      Dual Band Light Wireless Access Point (including WAGL
  102)

            


    

     

    
      	
              ·

            	
              ProSafe
      Wireless Access Point (including WG
302NA)

            


    

     

    
      	
              ·

            	
              ProSafe
      802.11n Dual Band Wireless Access Point (including
      WNDAP330-100NAS)

            


    

     

    


 

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
2

     

    ROYALTY
REPORT

     

    The
undersigned official of Licensee is providing the following information to
Network-1 pursuant to the License Agreement dated May __, 2009 entered into
between Network-1 and Licensee.  All capitalized terms used in this
Report have the definitions ascribed to them in the Agreement.  This
Report reflects the Royalties payable by Licensee for the quarterly period
ending _______________.

     

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Licensed
      Product Model No., Name & Description

                            	
                              Units
      Sold

                            	
                              Returns

                            	
                              Calculation
      Of Royalties

                            
	
                               

                               

                               

                               

                               
      

                            	 
      	 
      	
                              Sales
      Price

                               

                            	
                              Royalty
      %

                            	
                              Amount
      of Royalty

                            
	
                               
      

                               

                               

                               

                               

                               

                               

                               

                               

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

    

    


    
      
        	 
      	 
      	 
      	 
      	
                Due
      & Payable

              	
                Total
      Royalties

                $________________

              


      

    

    


    The
undersigned hereby certifies the foregoing an accurate and complete record of
all royalties due and payable by Licensee for the period
___________.

     

    Signature:                                                                           Date:

    
      

    

    
       

      
        

      
Name:

    
      

    

    Title:

    
      

    

    


 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
3

     

    REPRESENTATIVE
INVOICE