exh_10-1.htm


    
      Exhibit 10.1

       

      PATENT
LICENSE AGREEMENT

       

      This
Patent License Agreement (this "Agreement") is
entered into as of January 19, 2010 at 2PM Pacific Time (the "Effective Date") by
and between Avistar Communications Corporation, Inc., a Delaware corporation,
having offices at 1875 S. Grant Street, San Mateo, California 94402 ("AVISTAR") and
Springboard Group S.A.R.L., a Luxembourg entity, having offices at 65 Boulevard
Grande-Duchesse, Charlotte, L-1331 Luxembourg ("SKYPE").  AVISTAR
and SKYPE are each a "Party" and
collectively the "Parties."

       

      RECITALS

       

      WHEREAS,
AVISTAR is the owner of certain Licensed Patents and is willing to grant a
nonexclusive license under the Licensed Patents to SKYPE under the terms and
conditions set forth herein; and

       

      WHEREAS,
SKYPE desires a nonexclusive license under the Licensed Patents subject to the
terms and conditions set forth herein.

       

      NOW,
THEREFORE, in consideration of the mutual covenants, agreements and undertakings
set forth herein, the Parties agree as follows:

       

      1. Definitions.  The
following capitalized terms used in this Agreement shall have the following
meanings.  The use of singular shall include the plural and vice
versa, where appropriate:

       

      1.1 "Affiliate" shall mean
shall mean a corporation, company or other entity:

       

      (a) more than
fifty percent (50%) of whose outstanding shares or securities (representing the
right to vote for the election of directors or other managing authority) are
owned or controlled, directly or indirectly, by the referenced entity;
or

       

      (b) which
does not have outstanding shares or securities, as may be the case in a
partnership, joint venture or unincorporated association, but more than fifty
percent (50%) of whose ownership interest representing the right to make the
decisions for such corporation, company or other entity is owned or controlled,
directly or indirectly, by the referenced entity.

       

      An
Affiliate shall be deemed to be an Affiliate only so long as such ownership or
control exists.  "Existing Affiliate"
means an entity that meets the definition of "Affiliate" as of the
Effective Date.  Skype Technologies S.A. is an Existing Affiliate of
SKYPE.

       

      1.2 "[***]"
shall mean [***], Inc., a Delaware corporation, having offices at
[***].

       

      
        
          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      1.3 "Disputes" shall mean
any action, dispute, claim or controversy of any kind, whether in contract or
tort, statutory or common law, legal or equitable, now existing or hereafter
arising under or in connection with, or in any way pertaining to, this
Agreement.

       

      1.4 "Licensed Patents"
shall mean all patents and patent applications and any patents issuing therefrom
worldwide that have or are entitled to the benefit of a filing date on or before
the Effective Date that are (a) listed on Attachment A-1, or parents, divisions,
continuations, continuations in part, reissues, reexaminations, or foreign
counterparts of any patent listed on Attachment A-1, or (b) owned or licensable
by AVISTAR and/or its Existing Affiliates.  Licensed Patents shall not
mean the patents and patent applications listed on Attachment A-2 or
applications filed after the Effective Date claiming priority to, divisions,
continuations, continuations in part, reissues, reexaminations, or foreign
counterparts of the patent or patent applications listed on Attachment A-2
relating to image capture, image formation and associated image processing and
associated image sensor, image display, hardware, algorithms and software
technologies.

       

      1.5 "Licensed Products"
shall mean (a) software, products and services that were sold, offered or
marketed by SKYPE or its Affiliates [***] a [***] owned by SKYPE or its
Affiliates or [***] (to [***], including [***]) by SKYPE or its Affiliates on or
before [***] ("Current
Products"), and (b) any [***] to a Current Product that [***] the Current
Product as the [***] or [***] and [***] basis for [***] of the [***] and are
covered by one or more [***] of the Licensed Patents which absent the grant to
SKYPE hereunder, would [***] (whether [***]) a [***] of any of the
[***].

       

      2. Grant of
Rights.

       

      2.1 License
Grant.  Subject to the terms of this Agreement and the payment
pursuant to Section 4.1 below, AVISTAR on behalf of itself and its Existing
Affiliates grants to SKYPE and its Affiliates a world wide, fully paid up,
royalty free, irrevocable, non-exclusive license under the Licensed Patents to
make (including the right to use any apparatus and practice any method in
making), have made (subject to the limitations of Section 2.2 below), use,
import, export, offer to sell, sell, lease, license, or otherwise transfer or
distribute (whether directly or through [***],[***],[***], and [***] "Authorized Entities")
Licensed Products.  The right and license shall extend to and
permit:  (a) end users, customers and Authorized Entities to use the
Licensed Products and to form, use, sell, offer to sell, and import Permitted
Combinations.  "Permitted
Combination" means a combination of a Licensed Product with a third party
product, in which combination, (i) the Licensed Product (or in the case of [***]
as described in Section 1.5(b), the [***] Current Product) is a [***], and
(ii) the combination of the third party product with the Licensed Product
infringes a claim of a Licensed Patent that would not be infringed by the third
party product absent such combination ("Combination
Claim").  Such license to Permitted Combinations shall extend
only to the portion or functionality of the combination which is enabled by and
operates with the SKYPE Licensed Product.  No license is granted for
any third party product on a stand alone basis (i.e., not as part of a Permitted
Combination), and the extension of the right and license hereunder to Permitted
Combinations shall extend only to Combination Claims.

       

      
        
          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      2.2 Limited Have Made
Right.  The license granted in Section 2.1 to have
products made by another manufacturer shall apply only: (a) to the extent the
designs and specifications necessary for the [***] of a Licensed Product are
[***] by SKYPE and furnished to such manufacturer by SKYPE or by a licensee of
Skype under the direction or request of Skype, or (b) to the extent the Licensed
Product uses standards adopted by a recognized international or United States
industry standards organization.

       

      2.3 No Sublicense
Rights.  Except as may be expressly set forth in this
Agreement, SKYPE shall have no right to grant any third party any sublicense or
other rights under the Licensed Patents without the express prior written
consent of AVISTAR.

       

      2.4 No Other
Rights.  AVISTAR reserves all rights not expressly granted to
SKYPE in this Agreement.  Without limiting the generality of the
foregoing sentence, no right or license is granted herein under any intellectual
property (including under any patent, copyrights, trademarks, mask work rights,
or trade secret rights) of AVISTAR or any other person, other than under the
Licensed Patents.

       

      3. Releases.

       

      3.1 AVISTAR Release for Past
Infringement.  Subject to the payment set forth in
Section 4.1, AVISTAR, on behalf of itself and its Existing Affiliates
irrevocably releases SKYPE and [***], and their Existing Affiliates, and their
respective Authorized Entities, customers and users (including without
limitation [***], located at [***]), direct or indirect, from any and all claims
of infringement (whether direct or indirect) of the Licensed Patents which
claims (whether known or unknown, suspected or unsuspected) are based on any
acts by such entities prior to the Effective Date, which, had such acts been
performed after the Effective Date would have been licensed under Section 2
of this Agreement.

       

      3.2 SKYPE Release for Past
Infringement.  SKYPE, on behalf of itself and its Existing
Affiliates irrevocably releases AVISTAR, and its Existing Affiliates and their
Authorized Entities, customers and users, direct or indirect, from any and all
claims (whether known or unknown, suspected or unsuspected) of infringement of
any patent owned by SKYPE which claims (whether known or unknown, suspected or
unsuspected) are based on any acts by such entities with an Existing AVISTAR
Product prior to the Effective Date.  "Existing AVISTAR
Product" means the products listed on Attachment C.

       

      3.3 With
respect to the releases in Sections 3.1 and 3.2, AVISTAR, SKYPE, and their
Existing Affiliates further waive all rights under Section 1542 of the
California Civil Code, and any law or legal principle of similar effect in any
jurisdiction.  AVISTAR and its Affiliates have consulted with legal
counsel regarding the import of Section 1542 of the California Civil Code,
which provides:

       

      "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-

          
            

          

        

        
          
          

        

      

      3.4 Other
Transactions.  AVISTAR may assign, convey, sell, lease,
encumber, license, sublicense or otherwise transfer to a third party any and all
of the Licensed Patents provided that any such transaction is made subject to
all rights and licenses of SKYPE arising from this Agreement and shall not
impose any additional obligations on SKYPE and does not impair or alter SKYPE's
rights under this Agreement.

       

      4. Payments.

       

      4.1 Royalties and Past
Infringement Payment.  In partial consideration of the
licenses, releases and other rights granted to SKYPE and its Affiliates and the
releases granted to [***] and its Affiliates under this Agreement, SKYPE shall
pay to AVISTAR three million United States dollars (US$3.0
million).  Such payment shall be made within ten (10) business days of
the Effective Date by electronic funds transfer to an account specified in
writing by AVISTAR.

       

      4.2 Taxes.  AVISTAR
will be responsible for any and all taxes, duties, and tariffs levied in
connection with this Agreement.

       

      5. Warranties and
Representations.

       

      5.1 General.  Each
Party represents and warrants to the other Party, as of the Effective Date,
that:

       

      (a) it is a
corporation duly organized, validly existing and in good standing under the laws
of the state of its organization;

       

      (b) it has
the authority to (i) enter into this Agreement, (ii) extend the rights, licenses
and sublicenses granted to the other Party under this Agreement, and (iii)
undertake and fully perform its obligations under this Agreement;

       

      (c) it is not
subject to a petition for relief under any bankruptcy legislation, it has not
made an assignment for the benefit of creditors, it is not subject to the
appointment of a receiver for all or a substantial part of its assets, and it is
not contemplating taking any of the foregoing actions; and

       

      
        
          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      (d) all
necessary consents, approvals and authorizations of all regulatory and
governmental authorities and other persons required to be obtained by it in
connection with (i) the execution and delivery of this Agreement, (ii) its
granting of rights and licenses hereunder, and (iii) the performance of its
obligations hereunder have been obtained.

       

      5.2 Absence of Patent
Warranties.  Nothing in this Agreement shall be construed (i)
as a warranty or representation by AVISTAR as to the validity, enforceability or
scope of any of the claims of the Licensed Patents, or (ii) as a warranty or
representation that any Licensed Product, or anything else made, used, sold,
imported or otherwise disposed of under the license grant of Section 2 is,
or will be, free from infringement of any patents, copyrights, trade secrets,
trademarks, or any other intellectual property or proprietary rights of third
parties.

       

      5.3 No
Obligations.  AVISTAR shall have no obligation hereunder to
institute any action or suit against any person for infringement of any of the
Licensed Patents or to defend any action or suit brought by a person that
challenges or concerns the validity of any of the Licensed
Patents.  SKYPE shall have no right to institute any action or suit
against persons for infringement of any of the Licensed
Patents.  AVISTAR is not, nor is any of its Affiliates, required to
file any patent application, or to secure any patent or patent rights, or to
maintain any patent in force.

       

      5.4 No
Admissions.  The Parties acknowledge that they are entering
into this Agreement to resolve disputed claims, that nothing herein shall be
construed to be an admission of liability, infringement, damages, valuation, or
reasonable royalty.

       

      5.5 Avistar
Warranties.  AVISTAR hereby represents and warrants that: (a)
it does not own, control, or have a right to license any patents or patent
applications other than the Licensed Patents and those listed on Attachment A-2;
and (b) AVISTAR has not, in the twelve (12) months prior to the Effective Date,
assigned to any independent third party any patent or patent application related
to Communication Systems.

       

      6. Disputes.  It
is the intent of the Parties and subject to the termination provisions of this
agreement that disputes be resolved expeditiously, amicably and at the level
within each Party's organization that is most knowledgeable about the disputed
issue.  As a result, the Parties agree that all disputes arising under
this Agreement will be resolved by the procedure outlined in this
Section 6:

       

      6.1 The
complaining Party will notify the other Party in writing of the dispute, and the
non-complaining Party will exercise good faith efforts to resolve the matter as
expeditiously as possible.

       

      
        
          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      6.2 In the
event that such matter remains unresolved thirty (30) days after the delivery of
the complaining Party's written notice, a senior representative of each Party
will meet or participate in a telephone conference call within five (5) business
days of a request for such a meeting or conference call by either Party to
resolve the Dispute.

       

      6.3 If the
Parties are unable to reach a resolution of the dispute after following the
above procedure, any Dispute will be resolved exclusively by binding arbitration
in accordance with the terms of this Section 6.

       

      6.4 Arbitration
proceedings will be administered by the American Arbitration Association ("AAA") in accordance
with the AAA Commercial Arbitration Rules.  All Disputes submitted to
arbitration will be resolved in accordance with the Federal Arbitration Act
(Title 9 of the United States Code).  The arbitration will be
conducted at a location in San Francisco, California selected by the
AAA.  All discovery activities will be expressly limited to matters
directly relevant to the dispute being arbitrated.  Judgment upon any
award rendered in arbitration may be entered in any court having
jurisdiction.

       

      6.5 Arbitrators
must be active members of the Bar of a U.S. state or retired judges of the state
or federal courts, with expertise in the substantive laws, including patent law
and licensing law, applicable to the subject matter of the
dispute.  Any dispute will be decided by majority vote of a panel of
three arbitrators; provided however, that all three arbitrators must actively
participate in all hearings.  Notwithstanding anything herein to the
contrary, the arbitrators will be required to make specific, written findings of
fact and conclusions of law.

       

      6.6 To the
maximum extent practicable, the AAA, the arbitrators and the Parties will take
all action required to conclude any arbitration proceeding within one hundred
and eighty (180) days of the filing of the dispute with the AAA.  No
arbitrator or other party to an arbitration proceeding may disclose the
existence, content or results thereof, except for disclosures of information by
a party required in the ordinary course of its business or by applicable law or
regulation.

       

      7. Termination.

       

      7.1 Term.  Subject
only to the provisions of Section 7.2 and 7.3 below, the term of this
Agreement shall commence upon the Effective Date and terminate on the date on
which the last of the Licensed Patents expires (the "Term").  The
provisions of Sections 1, 5, 6 and 9 shall survive any termination or expiration
of this Agreement.

       

      7.2 Termination by
Avistar.  AVISTAR may terminate this Agreement in its entirety
upon ten (10) business days written notice if the payment set forth in
Section 4.1 is not made within the time provided.

       

      
        
          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      7.3 Termination by Mutual
Agreement.  Nothing contained herein shall serve to prevent or
be interpreted as preventing the Parties from mutually agreeing at any time to
the termination of this Agreement in whole or in part, without penalties or with
reduced penalties, with the consequences of such termination to be agreed to by
the Parties.

       

      8. Assignment.

       

      8.1 Of Licensed
Patents.  AVISTAR warrants that any assignment of any of the
Licensed Patents shall be made subject to this Agreement.

       

      8.2 By SKYPE or
AVISTAR.  No Party or beneficiary may assign this Agreement or
otherwise transfer any of its rights and interests, nor delegate any of its
obligations hereunder, by operation of law or otherwise (including pursuant to a
merger, recapitalization, share exchange, consolidation or other transaction),
without the prior written consent of the other Party.  Notwithstanding
the foregoing, SKYPE may assign its rights under this Agreement, effective upon
written notice to AVISTAR, to any entity that acquires all or substantially all
of the assets or business of SKYPE to which this Agreement relates or that is
the surviving entity in a merger, reorganization, recapitalization, share
exchange or consolidation; but in such event the licenses granted to
SKYPE  under this Agreement shall be limited to the existing business
of SKYPE transferred to the assignee and shall thereafter be limited to include
only those Licensed Products (and derivatives of same) offered for sale,
distributed, or marketed by SKYPE as of the date of  transfer and
shall not extend to any pre-existing products or services of the
assignee.  Notwithstanding the foregoing, AVISTAR may assign its
rights under this Agreement, effective upon written notice to SKYPE, to any
entity that acquires all or substantially all of the assets or business of
AVISTAR to which this Agreement relates or that is the surviving entity in a
merger, reorganization, recapitalization, share exchange or
consolidation.

       

      8.3 Binding upon
Assignees.  This Agreement shall be binding upon, and inure to
the benefit of, the legal representatives, successors and permitted assigns of
the Parties.  Any attempt to assign or delegate all or any portion of
this Agreement in violation of this Section 8 shall be void.

       

      9. General
Provisions.

       

      9.1 Expenses of the
Parties.  Each Party shall pay its own expenses incurred in
connection with the negotiation, execution and performance of this
Agreement.

       

      9.2 Waiver.  No
term or provision hereof will be considered waived by either Party, and no
breach excused by either Party, unless such waiver or consent is in writing and
signed by an authorized representative on behalf of the Party against whom the
waiver is asserted.  No consent by either Party to, or waiver of, a
breach by either Party, whether express or implied, will constitute a consent
to, waiver of, or excuse of any other different or subsequent breach by either
Party.

       

      
        
          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      9.3 Amendment and
Modification.  This Agreement may be amended, modified and/or
supplemented only by means of a written amendment, signed by the authorized
representatives of the Parties, which specifically refers to this
Agreement.

       

      9.4 Notices.  Any
notice to any Party hereto given pursuant to this Agreement shall be in writing
and given by certified or registered first-class mail, return receipt requested,
or by reputable private courier having electronic tracking capability addressed
as follows:

       

      if to
AVISTAR:                     1875
South Grant Street

      10th
Floor

      San
Mateo, CA  94402

      Attention:  Chief
Financial Officer

       

      if to
LICENSEE:                     Skype
Technologies S.A.

      Attn:
General Counsel

      22/24
Boulevard Royal, 6e etage

      L-2449
Luxembourg

      Luxembourg

       

      Any
notice shall be deemed delivered when placed for delivery so addressed with
postage or other charges prepaid.  A Party may change its address for
notice by written notice to the other Party.

       

      9.5 Governing Law and
Venue.  This Agreement is made and shall be construed in
accordance with and any arbitration under Section 6 will be governed by the
laws of the State of California, without regard to the conflict of laws
provisions thereof.  This Agreement shall be subject to the exclusive
jurisdiction of any Federal or State court sitting within the geographic
boundaries of the Northern District of California, and each Party submits to the
personal jurisdiction of any such court and waives any objection it may have to
the laying of venue therein.

       

      9.6 Headings.  Headings
are supplied herein for convenience only and shall not be deemed a part of this
Agreement for any purpose.

       

      9.7 Severability.  If
any term or provision of this Agreement or the application thereof to any person
or circumstances shall to any extent be invalid or unenforceable, the remainder
of this Agreement or the application of such terms or provisions to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby and each term and provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.

       

      
        
          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      9.8 Bankruptcy.  All
licenses, releases and other rights granted to SKYPE and its Affiliates under
this Agreement are deemed to be, for the purpose of Section 365(n) of the
U.S. Bankruptcy Code, licenses of rights to intellectual property as defined
under Section 101 of the U.S. Bankruptcy Code, as amended.  The
parties agree that SKYPE and each of its Affiliates, as licensees of such rights
under this Agreement, shall retain and may exercise all of its rights and
elections under the U.S. Bankruptcy Code, as amended.  To the extent
that similar protections of its rights are available to SKYPE and its Affiliates
in foreign jurisdictions, the Parties agree that SKYPE and its Affiliates shall
be entitled to retain and exercise all such rights.

       

      9.9 Confidentiality.  Neither
Party shall disclose any of the terms, conditions or other provisions of this
Agreement without the prior written consent of the other Party except (a) to
enforce its rights; (b) as may be required by law, regulation or legal process,
provided that Avistar will, prior to Avistar disclosing any terms pursuant to
this subsection, use reasonable efforts to redact as much as it believes
possible and/or obtain confidential treatment of the terms hereof; (c) during
the course of litigation, so long as the disclosure of such terms and conditions
is restricted in the same manner as is the confidential information of other
litigating parties; (d) in confidence to its legal counsel, accountants, banks,
and financing sources and their advisors solely in connection with complying
with or administering its obligations with respect to this Agreement or in
confidence (subject to a written confidentiality agreement prior to such
disclosure at least as protective as the terms of this paragraph) in connection
with the sale of assets, merger, acquisition or re-organization of a
Party.  In the event of such required disclosure, the disclosing Party
shall provide advance written notice to the other Party.  In
connection with any proposed disclosure pursuant to subsection "(b)" above
(including any public company disclosure requirement), Avistar will (i) provide
to SKYPE its proposed disclosure at least two weeks prior to the date Avistar
proposes to make such disclosure, and (ii) reasonably consider any and all
suggested changes SKYPE proposes to such disclosure.

       

      9.10 Press
Release.  SKYPE and AVISTAR shall make the single press
announcement set forth in Attachment B.  Each of AVISTAR and SKYPE may
disclose that SKYPE is a licensee of the Licensed Patents without reference to
any of the terms or conditions of this Agreement.

       

      9.11 Parties Advised by
Counsel.  This Agreement has been negotiated between unrelated
Parties who are sophisticated and knowledgeable in the matters contained in this
Agreement and who have acted in their own self interest.  In addition,
each Party has been represented by legal counsel.  This Agreement
shall not be interpreted or construed against any Party to this Agreement
because that Party or any attorney or representative for that Party drafted or
participated in the drafting of this Agreement.

       

      9.12 Compliance.  The
Parties shall comply with all federal, state and local laws (including
regulations, orders and ordinances) now or hereafter enacted, of any
jurisdiction in which performance occurs or may occur
hereunder.  Without limitation, each Party hereby acknowledges that
the rights and obligations of this Agreement are subject to the laws and
regulations of the United States relating to the export of products and
technical information, and it shall comply with all such laws and
regulations.

       

      
        
          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      9.13 Entire Agreement and
Facsimile Execution.  This Agreement comprises the entire
agreement between the Parties hereto as to the subject matter hereof and
supersedes all prior discussions, agreements and understandings, written or
oral, between them relating thereto.  This Agreement may be executed
in counterparts and via facsimile and such counterparts shall be treated as an
original or when signed, via facsimile, by both Parties; nevertheless, any one
of the Parties may require the follow-up exchange of originals in hardcopy by so
requesting in writing within five (5) days of counterpart or facsimile
execution.

       

      IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed
below by their respective duly authorized representatives.

       

      AVISTAR
COMMUNICATIONS SYSTEMS, INC.

       

      By:       ______________________________                                                             

       

      Name:
______________________________

       

      Title:    ______________________________                                                                

       

      Date/Time:    _________________________                                                             

       

      SPRINGBOARD
GROUP S.A.R.L.

       

      
        By:       ______________________________                                                             

         

        Name:
______________________________

         

        Title:    ______________________________                                                                

         

        Date/Time:    _________________________                                                                  

      

       

       

      
        By:       ______________________________                                                             

         

        Name:
______________________________

         

        Title:    ______________________________                                                                

         

        Date/Time:    _________________________                                                                     

      


      
        
          
            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            


             

          

          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

          

        

        
          -10-

          
            

          

        

        
           


        

      


      


       

      Attachment
A-1

       

      Specified
Patents and Patent Applications

       

      


        
          	
                  Patent
      or Application No.

                	
                  Country

                	
                  Filing
      Date

                	
                  Title
      of Patent and First Named Inventor

                
	
                  5689641

                	
                  US

                	
                  10/01/1993

                	
                  Multimedia
      collaboration system arrangement for routing compressed AV signal through
      a participant site without decompressing the AV signal

                  Ludwig,
      Lester F.

                
	
                  5867654

                	
                  US

                	
                  6/7/1996

                	
                  Two
      monitor videoconferencing hardware

                  Ludwig,
      Lester F.

                
	
                  5978835

                	
                  US

                	
                  6/7/1996

                	
                  Multimedia
      mail, conference recording and documents in video
conferencing

                  Ludwig,
      Lester F.

                
	
                  5896500

                	
                  US

                	
                  6/7/1996

                	
                  System
      for call request which results in first and second call handle defining
      call state consisting of active or hold for its respective AV
      device

                  Ludwig,
      Lester F.

                
	
                  5884039

                	
                  US

                	
                  6/7/1996

                	
                  System
      for providing a directory of AV devices and capabilities and call
      processing such that each participant participates to the extent of
      capabilities available

                  Ludwig,
      Lester F.

                
	
                  5617539

                	
                  US

                	
                  6/7/1996

                	
                  Multimedia
      collaboration system with separate data network and A/V network controlled
      by information transmitting on the data network

                  Ludwig,
      Lester F.

                


        


        
          
             


          

          
            A-1-1

            
              

            

          

          
             


          

        


        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  5802294

                	
                  US

                	
                  6/7/1996

                	
                  Teleconferencing
      system in which first location video mosaic generator sends combined local
      participants images to second location video mosaic generator for
      displaying combined images

                  Ludwig,
      Lester F.

                
	
                  5758079

                	
                  US

                	
                  6/7/1996

                	
                  Call
      control in video conferencing allowing acceptance and identification of
      participants in a new incoming call during an active
      teleconference

                  Ludwig,
      Lester F.

                
	
                  5854893

                	
                  US

                	
                  6/10/1996

                	
                  System
      for teleconferencing in which collaboration types and participants by
      names or icons are selected by a participant of the
      teleconference

                  Ludwig,
      Lester F.

                
	
                  5915091

                	
                  US

                	
                  6/11/1996

                	
                  Synchronization
      in video conferencing

                  Ludwig,
      Lester F.

                
	
                  6351762

                	
                  US

                	
                  6/7/1996

                	
                  Method
      and system for log-in-based video and multimedia calls

                  Ludwig,
      Lester F.

                
	
                  6583806

                	
                  US

                	
                  4/7/1997

                	
                  Videoconferencing
      hardware

                  Ludwig,
      Lester F.

                
	
                  6343314

                	
                  US

                	
                  4/28/1997

                	
                  Remote
      participant hold and disconnect during videoconferencing

                  Ludwig,
      Lester F.

                
	
                  6237025

                	
                  US

                	
                  12/19/1997

                	
                  Multimedia
      collaboration system

                  Ludwig,
      Lester F.

                
	
                  6212547

                	
                  US

                	
                  5/5/1998

                	
                  UTP
      based video and data conferencing

                  Ludwig,
      Lester F.

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-2

            
              

            

          

          
             


          

        


        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  6898620

                	
                  US

                	
                  5/5/1998

                	
                  Multiplexing
      video and control signals onto UTP

                  Ludwig,
      Lester F.

                
	
                  6437818

                	
                  US

                	
                  5/5/1998

                	
                  Video
      conferencing on existing UTP infrastructure

                  Ludwig,
      Lester F.

                
	
                  6426769

                	
                  US

                	
                  5/5/1998

                	
                  High-quality
      switched analog video communications over unshielded twisted
      pair

                  Ludwig,
      Lester F.

                
	
                  09/565677

                	
                  US

                	
                  5/4/2000

                	
                  Scalable
      Networked Multimedia System And Applications

                  Ludwig,
      Lester F.

                
	
                  7185054

                	
                  US

                	
                  11/1/2000

                	
                  Participant
      display and selection in video conference calls

                  Ludwig,
      Lester F.

                
	
                  6594688

                	
                  US

                	
                  06/11/2001

                	
                  Dedicated
      echo canceler for a workstation

                  Ludwig,
      Lester F.

                
	
                  7054904

                	
                  US

                	
                  4/9/2002

                	
                  Marking
      and searching capabilities in multimedia documents within multimedia
      collaboration networks

                  Ludwig,
      Lester F.

                
	
                  6789105

                	
                  US

                	
                  4/9/2002

                	
                  Multiple-editor
      authoring of multimedia documents including real-time video and
      time-insensitive media

                  Ludwig,
      Lester F.

                
	
                  6959322

                	
                  US

                	
                  3/4/2003

                	
                  UTP
      based video conferencing

                  Ludwig,
      Lester F.

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-3

            
              

            

          

          
             


          

        

        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  10/382554

                	
                  US

                	
                  3/4/2003

                	
                  Teleconferencing
      employing multiplexing of video and data conferencing signals

                  J.
      Chris Lauwers

                
	
                  7206809

                	
                  US

                	
                  11/26/2003

                	
                  Method
      for real-time communication between plural users

                  Ludwig,
      Lester F.

                
	
                  7152093

                	
                  US

                	
                  11/26/2003

                	
                  System
      for real-time communication between plural users

                  Ludwig,
      Lester F.

                
	
                  7421470

                	
                  US

                	
                  11/26/2003

                	
                  Method
      for real-time communication between plural users

                  Ludwig,
      Lester F.

                
	
                  7433921

                	
                  US

                	
                  11/26/2003

                	
                  System
      for real-time communication between plural users

                  Ludwig,
      Lester F.

                
	
                  11/264926

                	
                  US

                	
                  11/1/2005

                	
                  Audio
      communications using devices with different capabilities

                  Lester
      F. Ludwig

                
	
                  11/264936

                	
                  US

                	
                  11/1/2005

                	
                  Log-in
      based communications plus two data types

                  Lester
      F. Ludwig

                
	
                  11/265059

                	
                  US

                	
                  11/1/2005

                	
                  Using
      login-based addressing to communicate with listed users

                  Lester
      F. Ludwig

                
	
                  11/265256

                	
                  US

                	
                  11/1/2005

                	
                  Registration
      based addressing over multiple networks with digital audio
      communication

                  Lester
      F. Ludwig

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-4

            
              

            

          

          
             


          

        

        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  11/265394

                	
                  US

                	
                  11/1/2005

                	
                  Registration
      based addressing and call handles to establish communication

                  Lester
      F. Ludwig

                
	
                  7487210

                	
                  US

                	
                  1/12/2007

                	
                  Method
      for managing real-time communications

                  Ludwig,
      Lester F.

                
	
                  7412482

                	
                  US

                	
                  1/12/2007

                	
                  System
      for managing real-time communications

                  Ludwig,
      Lester F.

                
	
                  7437411

                	
                  US

                	
                  1/15/2007

                	
                  Communication
      of a selected type over a wide area network

                  Ludwig,
      Lester F.

                
	
                  7398296

                	
                  US

                	
                  1/16/2007

                	
                  Networked
      audio communication over two networks

                  Ludwig,
      Lester F.

                
	
                  7444373

                	
                  US

                	
                  1/16/2007

                	
                  Wireless
      real-time communication

                  Ludwig,
      Lester F.

                
	
                  7441001

                	
                  US

                	
                  1/18/2007

                	
                  Real-time
      wide-area communications between ports

                  Ludwig,
      Lester F.

                
	
                  7437412

                	
                  US

                	
                  1/19/2007

                	
                  Real-time
      communication of a selected type

                  Ludwig,
      Lester F.

                
	
                  11/668625

                	
                  US

                	
                  1/30/2007

                	
                  Storing
      and accessing media files

                  J.
      Chris Lauwers

                
	
                  11/669003

                	
                  US

                	
                  1/30/2007

                	
                  Storage
      and playback of media files

                  J.
      Chris Lauwers

                
	
                  11/737723

                	
                  US

                	
                  4/19/2007

                	
                  Storing
      and accessing media files

                  Lester
      F. Ludwig

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-5

            
              

            

          

          
             


          

        

        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  90/009008

                	
                  US

                	
                  02/25/2008

                	
                  UTP
      based video and data conferencing

                  Ludwig,
      Lester F.

                
	
                  90/009015

                	
                  US

                	
                  02/29/2008

                	
                  Video
      conferencing on existing UTP infrastructure

                  Ludwig,
      Lester F.

                
	
                  90/009016

                	
                  US

                	
                  02/29/2008

                	
                  System
      for providing a directory of AV devices and capabilities and call
      processing such that each participant participates to the extent of
      capabilities available

                  Ludwig,
      Lester F.

                
	
                  90/009020

                	
                  US

                	
                  05/20/2008

                	
                  Multimedia
      collaboration system with separate data network and a/v network controlled
      by information transmitting on the data network

                  Ludwig,
      Lester F.

                
	
                  90/009021

                	
                  US

                	
                  02/29/2008

                	
                  System
      for real-time communication between plural users

                  Ludwig,
      Lester F.

                
	
                  90/009031

                	
                  US

                	
                  03/05/2008

                	
                  Remote
      participant hold and disconnect during videoconferencing

                  Ludwig,
      Lester F.

                
	
                  CA2173204

                	
                  CA

                	
                  03/16/1994

                	
                  Multimedia
      collaboration system

                  Ludwig,
      Lester F.

                
	
                  CA2173209

                	
                  CA

                	
                  10/03/1994

                	
                  Multimedia
      collaboration system

                  Ludwig,
      Lester F.

                
	
                  CA2204442

                	
                  CA

                	
                  03/16/1994

                	
                  Multimedia
      collaboration system with separate data network and AV network controlled
      by information transmitting on the data network

                  Ludwig,
      Lester F.

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-6

            
              

            

          

          
             


          

        


        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  CA2296181

                	
                  CA

                	
                  10/03/1994

                	
                  System
      for providing a directory of AV devices and capabilities and call
      processing such that each participant participates to the extent of
      capabilities available

                  Ludwig,
      Lester F.

                
	
                  CA2296182

                	
                  CA

                	
                  10/03/1994

                	
                  Call
      control in video conferencing allowing acceptance and identification of
      participants in a new incoming call during an active
      teleconference

                  Ludwig,
      Lester F.

                
	
                  CA2296185

                	
                  CA

                	
                  10/03/1994

                	
                  System
      for call request which results in first and second call handle defining
      call state consisting of active or hold for its respective AV
      device

                  Ludwig,
      Lester F.

                
	
                  CA2296187

                	
                  CA

                	
                  10/03/1994

                	
                  Synchronization
      in video conferencing

                  Ludwig,
      Lester F.

                
	
                  CA2296189

                	
                  CA

                	
                  10/03/1994

                	
                  System
      for teleconferencing in which collaboration types and participants by
      names or icons are selected by a participant of the
      teleconference

                  Ludwig,
      Lester F.

                
	
                  CA2297940

                	
                  CA

                	
                  03/16/1994

                	
                  Two
      monitor videoconferencing hardware

                  Ludwig,
      Lester F.

                
	
                  CH690154

                	
                  CH

                	
                  09/28/1994

                	
                  System
      for holding teleconferences

                  Ludwig,
      Lester F.

                
	
                  DE69426456.3

                	
                  DE

                	
                  10/03/1994

                	
                  Videoconference
      signal switching without decompression

                  Ludwig,
      Lester F.

                
	
                  DE69428725.3

                	
                  DE

                	
                  03/16/1994

                	
                  Multimedia
      teleconferencing system

                  Ludwig,
      Lester F.

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-7

            
              

            

          

          
             


          

        

        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  DE69429684.8

                	
                  DE

                	
                  10/03/1994

                	
                  Synchronization
      in a multimedia system

                  Ludwig,
      Lester F.

                
	
                  DE69430272.4

                	
                  DE

                	
                  10/03/1994

                	
                  Participant
      location in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  DE69431525.7

                	
                  DE

                	
                  03/16/1994

                	
                  Multimedia
      collaboration system

                  Ludwig,
      Lester F.

                
	
                  DE69431536.2

                	
                  DE

                	
                  03/16/1994

                	
                  Multimedia
      collaboration system

                  Ludwig,
      Lester F.

                
	
                  DE69432803.0

                	
                  DE

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  DE69433042.6

                	
                  DE

                	
                  10/03/1994

                	
                  Multimedia
      mail in teleconferencing system

                  Ludwig,
      Lester F.

                
	
                  DE69434762.0

                	
                  DE

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  DE69435132.6

                	
                  DE

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  FR1307038

                	
                  FR

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  FR1705913

                	
                  FR

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-8

            
              

            

          

          
             


          

        

        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  FR0721725

                	
                  FR

                	
                  03/16/1994

                	
                  Multimedia
      collaboration system

                  Ludwig,
      Lester F.

                
	
                  FR0721726

                	
                  FR

                	
                  10/03/1994

                	
                  Videoconference
      signal switching without decompression

                  Ludwig,
      Lester F.

                
	
                  FR0899952

                	
                  FR

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  FR0899953

                	
                  FR

                	
                  10/03/1994

                	
                  Participant
      location in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  FR0899954

                	
                  FR

                	
                  10/03/1994

                	
                  Multimedia
      mail in teleconferencing system

                  Ludwig,
      Lester F.

                
	
                  FR0898424

                	
                  FR

                	
                  03/16/1994

                	
                  Multimedia
      teleconferencing system

                  Ludwig,
      Lester F.

                
	
                  FR0912055

                	
                  FR

                	
                  03/16/1994

                	
                  Multimedia
      collaboration system

                  Ludwig,
      Lester F.

                
	
                  FR0912056

                	
                  FR

                	
                  10/03/1994

                	
                  Synchronization
      in a multimedia system

                  Ludwig,
      Lester F.

                
	
                  GB1307038

                	
                  GB

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  GB1705913

                	
                  GB

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-9

            
              

            

          

          
             


          

        

        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  GB2282506

                	
                  GB

                	
                  05/27/1994

                	
                  Teleconferencing
      system

                  Ludwig,
      Lester F.

                
	
                  GB0721725

                	
                  GB

                	
                  03/16/1994

                	
                  Multimedia
      collaboration system

                  Ludwig,
      Lester F.

                
	
                  GB0721726

                	
                  GB

                	
                  10/03/1994

                	
                  Videoconference
      signal switching without decompression

                  Ludwig,
      Lester F.

                
	
                  GB2319135

                	
                  GB

                	
                  05/27/1994

                	
                  Teleconferencing
      system

                  Ludwig,
      Lester F.

                
	
                  GB2319136

                	
                  GB

                	
                  05/27/1994

                	
                  Teleconferencing
      system

                  Ludwig,
      Lester F.

                
	
                  GB2319137

                	
                  GB

                	
                  05/27/1994

                	
                  Teleconferencing
      system

                  Ludwig,
      Lester F.

                
	
                  GB2319138

                	
                  GB

                	
                  05/27/1994

                	
                  Teleconferencing
      system

                  Ludwig,
      Lester F.

                
	
                  GB0899952

                	
                  GB

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  GB0899953

                	
                  GB

                	
                  10/03/1994

                	
                  Participant
      location in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  GB0899954

                	
                  GB

                	
                  10/03/1994

                	
                  Multimedia
      mail in teleconferencing system

                  Ludwig,
      Lester F.

                
	
                  GB0898424

                	
                  GB

                	
                  03/16/1994

                	
                  Multimedia
      teleconferencing system

                  Ludwig,
      Lester F.

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-10

            
              

            

          

          
             


          

        


        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  GB0912055

                	
                  GB

                	
                  03/16/1994

                	
                  Multimedia
      collaboration system

                  Ludwig,
      Lester F.

                
	
                  GB0912056

                	
                  GB

                	
                  10/03/1994

                	
                  Synchronization
      in a multimedia system

                  Ludwig,
      Lester F.

                
	
                  NL1705913

                	
                  NL

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  SE1705913

                	
                  SE

                	
                  10/03/1994

                	
                  Call
      detection and handling in multimedia collaboration system

                  Ludwig,
      Lester F.

                
	
                  5751338

                	
                  US

                	
                  12/30/1994

                	
                  Methods
      and systems for multimedia communications via public telephone
      networks

                  Ludwig,
      Jr., Lester Frank

                
	
                  6081291

                	
                  US

                	
                  04/16/1997

                	
                  Methods
      and systems for multimedia communication via public telephone
      networks

                  Ludwig,
      Jr., Lester Frank

                
	
                  6972786

                	
                  US

                	
                  12/23/1999

                	
                  Multimedia
      services using central office

                  Ludwig,
      Lester F.

                
	
                  11/786802

                	
                  US

                	
                  4/11/2007

                	
                  Multimedia
      services using central office

                  Ludwig,
      Lester F.

                
	
                  11/927459

                	
                  US

                	
                  10/29/2007

                	
                  Interconnecting
      network locations between premises network and central office using
      ethernet on loop plant

                  Ludwig,
      Lester F.

                
	
                  90/009079

                	
                  US

                	
                  03/14/2008

                	
                  Multimedia
      services using central office

                  Ludwig,
      Lester F.

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-11

            
              

            

          

          
             


          

        


        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  CA2208987

                	
                  CA

                	
                  10/04/1995

                	
                  Multimedia
      communications via public telephone networks

                  Ludwig,
      Jr., Lester Frank

                
	
                  GB2296620

                	
                  GB

                	
                  10/11/1995

                	
                  Methods
      and systems for multimedia communication via public telephone
      networks

                  Ludwig,
      Jr., Lester Frank

                
	
                  GB0801858

                	
                  GB

                	
                  10/04/1995

                	
                  Multimedia
      central office and method of providing a plurality of multimedia
      telecommunication services

                  Ludwig,
      Jr., Lester Frank

                
	
                  GB2308526

                	
                  GB

                	
                  10/11/1995

                	
                  Methods
      and systems for multimedia communication via public telephone
      networks

                  Ludwig,
      Jr., Lester Frank

                
	
                  SG53410

                	
                  SG

                	
                  10/04/1995

                	
                  Multimedia
      communications via public telephone networks

                  Ludwig,
      Jr., Lester Frank

                
	
                  6816904

                	
                  US

                	
                  5/4/2000

                	
                  Networked
      video multimedia storage server environment

                  Ludwig,
      Lester

                
	
                  10/931651

                	
                  US

                	
                  8/31/2004

                	
                  Scalable
      networked multimedia system and applications

                  Ludwig,
      Lester

                
	
                  CA2308147

                	
                  CA

                	
                  11/04/1998

                	
                  Scalable
      networked multimedia system and applications

                  Ludwig,
      Lester

                
	
                  DE69837887.3

                	
                  DE

                	
                  11/04/1998

                	
                  Scalable
      networked multimedia system and applications

                  Ludwig,
      Lester

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-12

            
              

            

          

          
             


          

        

        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  DE69840427.0

                	
                  DE

                	
                  11/04/1998

                	
                  Scalable
      networked multimedia system and applications

                  Ludwig,
      Lester

                
	
                  FR1814290

                	
                  FR

                	
                  11/04/1998

                	
                  Scalable
      networked multimedia system and applications

                  Ludwig,
      Lester

                
	
                  FR1029273

                	
                  FR

                	
                  11/04/1998

                	
                  Scalable
      networked multimedia system and applications

                  Ludwig,
      Lester

                
	
                  GB1814290

                	
                  GB

                	
                  11/04/1998

                	
                  Scalable
      networked multimedia system and applications

                  Ludwig,
      Lester

                
	
                  GB1029273

                	
                  GB

                	
                  11/04/1998

                	
                  Scalable
      networked multimedia system and applications

                  Ludwig,
      Lester

                
	
                  IE1814290

                	
                  IE

                	
                  11/04/1998

                	
                  Scalable
      networked multimedia system and applications

                  Ludwig,
      Lester

                
	
                  11/246867

                	
                  US

                	
                  10/7/2005

                	
                  Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications

                  J.
      Chris Lauwers

                
	
                  11/814671

                	
                  US

                	
                  1/12/2006

                	
                  Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications

                  J.
      Chris Lauwers

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-13

            
              

            

          

          
             


          

        


        	
                Patent
      or Application No.

              	
                Country

              	
                Filing
      Date

              	
                Title
      of Patent and First Named Inventor

              


        
          	
                  EP06718435.8

                	
                  EP

                	
                  01/12/2006

                	
                  Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications

                  J.
      Chris Lauwers

                
	
                  KR10-2007-7019362

                	
                  KR

                	
                  01/12/2006

                	
                  Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications

                  J.
      Chris Lauwers

                
	
                  SG200705449-7

                	
                  SG

                	
                  01/12/2006

                	
                  Multiple-channel
      codec and transcoder environment for gateway, MCU, broadcast and video
      storage applications

                  J.
      Chris Lauwers

                
	
                  EP00942737.8

                	
                  EP

                	
                  6/9/2000

                	
                  System
      And Method For Browser-Based Multimedia Collaboration
      Reporting

                  Burnett,
      Gerald

                
	
                  10/018,441

                	
                  US

                	
                  12/11/01

                	
                  System
      and method for browser-based multimedia collaboration
      reporting

                  Burnett,
      Gerald

                
	
                  11625330

                	
                  US

                	
                  01/21/2007

                	
                  Storing
      and Accessing Media Files

                
	
                  12/198,085

                	
                  US

                	
                  08/25/2008

                	
                  Network
      communications bandwidth manager

                  Lauwers,
      J.

                
	
                  12/572,226

                	
                  US

                	
                  10/01/2009

                	
                  System
      and method for achieving interoperability between endpoints operating
      under different protocols

                  Vorha,
      Sumeet

                
	
                  2,318,395

                  (claims
      1-25 only)*

                	
                  CA

                	
                  07/29/1999

                	
                  Multifunction
      video communications service device

                  L.
      Ludwig

                


        


        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            

          

          
            A-1-14

            
              

            

          

          
             


          

        



      Notes:

       

      
        	
                 
      

              	
                *

              	
                Granted
      Patent CA 2,318,395 is included in this Attachment A-1 only to the scope
      of issued claims 1-25, which are not related to image
      capture,  image formation, and associated image processing and
      associated image sensor, image display,  hardware, algorithms,
      and software technologies.

              


      


      
        
          
            


            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            


             

          

           


        

        
          A-1-15

          
            

          

        

        
           


        

      


      


       

      Attachment
A-2

       

      Excluded
Patent Applications

      


      
        	
                Appl.
      No.

              	
                Country

              	
                File
      Date

              	
                Title
      of Patent

              	
                First
      Inventor

              
	
                12/419,229

              	
                US

              	
                04/06/2009

              	
                Multifunction
      communication service device

              	
                Ludwig,
      L.

              
	
                2,318,395

                (claims
      26-49 only)*

              	
                CA

              	
                07/29/1999

              	
                Multifunction
      video communications service device

              	
                Ludwig,
      L.

              
	
                1,064,786**

              	
                EP

              	
                01/27/1999

              	
                Multifunction
      communication service device

              	
                Ludwig,
      L.

              
	
                12/471,275

              	
                US

              	
                05/22/2009

              	
                Image
      formation for large photosensor array surfaces

              	
                Ludwig,
      L.

              


      

       

      Notes:

       

      
        	
                 
      

              	
                *

              	
                Granted
      Patent CA 2,318,395 is included on this Attachment A-2 only with respect
      to issued claims 26-49 which only pertain to image
      capture,  image formation, and associated image processing and
      associated image sensor, image display,  hardware, algorithms,
      and software technologies.

              


      

       

      
        	
                 
      

              	
                **

              	
                Pending
      application EP 1,064,786 only contains claims related to image formation
      or image capture.  No claims are on file nor will be filed
      on  material not related to image capture,  image
      formation, and associated image processing and associated image sensor,
      image display,  hardware, algorithms, and software
      technologies.

              


      

       

      



      
        
          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            


             

          

           


        

        
          A-2-1

          
            

          

        

        
           


        

      


      


       

      Attachment
B

       

      Press
Release

       

      Avistar
Communications Corporation, Inc. announced today that it had concluded a world
wide non-exclusive patent license agreement with Skype.  The agreement
grants rights for Skype products and services under Avistar's patent
portfolio.  An undisclosed payment was made to
Avistar.


      
        
          
            


            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            


             

          

           


        

        
          B-1

          
            

          

        

        
           


        

      


      


       

      Attachment
C

       

      Existing
AVISTAR Products

       

      Avistar C3
DesktopTM

       

      Definition:
The Avistar C3 DesktopTM software bundle is a PC based solution designed to
provide a business class, commercial grade, bandwidth managed turnkey client /
server visual communications experience with robust system central
features.  The application resides on a client's PCs and includes
Avistar centralized server configuration, management and reporting
software.  The Avistar C3 DesktopTM software bundle is generally
licensed on a per seat/device basis.  The Avistar C3 DesktopTM software
is seamlessly integrated with the following Avistar C3TM solutions:

       

      
        	
                ·  

              	
                Avistar
      C3 ConferenceTM

              


      

       

      
        	
                ·  

              	
                Avistar
      C3 Tunnel ServerTM

              


      

       

      Avistar C3
ConferenceTM

       

      Definition:
The Avistar C3 ConferenceTM solution is an all software multiparty control unit
(MCU) designed to deliver scalable, reliable and economical multiparty
conferencing.  The Avistar C3 ConferenceTM solution is built to operate
as an integrated part of the Avistar C3 DesktopTM software or may be licensed on
a standalone basis for use with other applications.

       

      Avistar C3 Tunnel
ServerTM

       

      Definition:
The Avistar C3 Tunnel ServerTM solution is Avistar's firewall traversal software
designed to support videoconferencing over firewalls and
networks.  The Avistar C3 Tunnel ServerTM solution is designed to
operate as an integrated part of the Avistar C3 DesktopTM software or may be
licensed on a standalone basis for use with other applications.

       

      Avistar C3
ConnectTM

       

      Definition:
The Avistar C3 ConnectTM solution is Avistar's all software SIP-H.323
interoperability gateway.  The Avistar C3 ConnectTM solution is
designed to operate as an integrated part of the Avistar C3 DesktopTM software or
may be licensed on a standalone basis for use with other
applications.

       

      
        
          
            
              


              [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

              


               

            

          

        

        
          C-1

          
            

          

        

        
          
          

        

      

      Avistar C3
CommandTM

       

      Definition:
The Avistar C3 CommandTM solution is Avistar's all software dynamic bandwidth
management solution.  The Avistar C3 CommandTM solution is designed to
operate as an integrated part of the Avistar C3 DesktopTM software or may be
licensed on a standalone basis for use with other
applications.  Avistar C3 CommandTM can be deployed as a bandwidth
manager for a single UC platform, but it can also be deployed as a
meta-communications manager providing umbrella bandwidth management
functionality for multiple UC technologies.

       

      Avistar C3 Media
EngineTM

       

      Definition:
The Avistar C3 Media EngineTM solution is Avistar's all software visual
communications plug in.  The Avistar C3 Media EngineTM solution is
designed to enable rich and robust visual communications to any desktop
solution.

       

      Avistar C3 CommunicatorTM -
Standalone Edition (formerly known as Avistar C3 Standalone
Edition)

       

      Definition:
The Avistar C3 CommunicatorTM - Standalone Edition is Avistar's next generation
desktop visual communication software application.  The Avistar C3
CommunicatorTM solution can be used as a stand-alone desktop or integrated as
part of a complete communications offering.

       

      Avistar C3 UnifiedTM -
Microsoft OCS Edition

       

      Definition:
Avistar C3 UnifiedTM - Microsoft OCS Edition is Avistar's next generation desktop
visual communication application for the Microsoft OCS platform.  The
Avistar C3 UnifiedTM - Microsoft OCS Edition is designed as an integrated client
plug in for Microsoft OCS.  The Avistar C3 UnifiedTM - Microsoft OCS
Edition solution can be used in conjunction with certain other separately
licensed Avistar C3TM solutions.

       

      Avistar C3 IntegratorTM -
Citrix Edition

       

      Definition:
Avistar C3 IntegratorTM - Citrix Edition is Avistar's integration solution that
enables the Avistar C3TM platform to operate in a Citrix ICA protocol and thin
client environment.  Avistar C3 IntegratorTM – Citrix Edition is
initially available with the Avistar C3 UnifiedTM - Microsoft OCS
Edition.

       

      Avistar C3 IntegratorTM - HP
Edition

       

      Definition:
Avistar C3 IntegratorTM - HP Edition is Avistar's integration solution that
enables the Avistar C3TM platform to operate in an HP RGS protocol and thin
client environment.  Avistar C3 IntegratorTM – HP Edition is initially
available with the Avistar C3 UnifiedTM - Microsoft OCS Edition.


      
        
          
            


            [***]  Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended, and the omitted portions represented by [***]
have been separately filed with the Securities and Exchange
Commission.

            


             

          

           


        

        
          C-2