Unassociated Document


    
       

      
        	
                [logo]
                  Dolby

              	
                Dolby
                  Laboratories Licensing
                  Corporation

              


      

      


      L3D-AC3P

      DIGITAL
        AUDIO SYSTEM LICENSE AGREEMENT

      Professional
        Products - Decoder Hardware

       

      AN
        AGREEMENT

      BY
        AND
        BETWEEN

      


      
        	
                Dolby
                  Laboratories Licensing Corporation

              	
                and

              	
                Scopus
                  Network Technologies

              
	
                (hereinafter
                  “Licensor”)

              	 	
                (hereinafter
                  “Licensee”)

              
	
                of
                  100 Potrero Avenue

              	 	
                of
                  Ha’amal St., Park Afek 

              
	
                San
                  Francisco, CA 94103-4813 

              	 	
                Rosh
                  Ha’ayin 48092

              
	
                United
                  States of America

              	 	
                Israel

              
	
                telephone:
                  (415) 558-0200

              	 	
                telephone:
                  972-3-900-7885

              
	
                facsimile:
                  (415) 863-1373

              	 	 


      

      


      LICENSOR’s
        bank and account number for wire transfer of royalty payments (Section 4.05):
        

      


      
        	 	
                Bank:

              	
                Wells
                  Fargo Bank

              
	 	
                Address:

              	
                464
                  California Street, San Francisco, CA 94104 U.S.A.

              
	 	
                Account
                  Name:

              	
                Dolby
                  Laboratories Licensing Corporation 

              
	 	
                Account
                  Number:

              	
                4001-191451

              
	 	
                ABA
                  Number:

              	
                121000248

              


      

       

      Identification
        of bank with respect to whose prime rate interest is calculated on overdue
        royalties

      (Section
        4.06): Wells Fargo Bank

       

      Address
        of LICENSEE for communications not otherwise specified (Section
        8.04):

       

      
        	
                SIGNATURES:

              	 	 	 
	
                On
                  behalf of LICENSOR

              	 	
                On
                  behalf of LICENSEE

              	 
	 	 	 	 
	
                By:
                  

              	 	
                By:
                  

              	
                /s/
                  Itzik Ben Bassat

                 

                /s/
                  Adi Kahn, CFO

              
	 	 	 	 
	
                Place:
                  

              	 	
                Place:
                  

              	
                Rosh
                  Ha’ayin, Israel

              
	 	 	 	 
	
                Date:
                  

              	 	
                Date:
                  

              	
                8/6/03

              
	 	 	 	 
	
                Witnessed
                  By:

              	 	
                Witnessed
                  By:

              	
                Ronit
                  Kalujny

              
	 	 	 	 
	
                Effective
                  Date of Agreement:

              	 	
                Initial
                  Payment: 

              	
                $20,000.00

              


      

       

      
        
          

        

      

      100
        Potrero Avenue, San Francisco, CA 94103-4813 Telephone 415-558-0200 Fax
        415-863-1373

      Dolby
        and
        the double-D symbol are registered trademarks of Dolby
        Laboratories.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      DIGITAL
        AUDIO SYSTEM LICENSE AGREEMENT 

      Professional
        Products - Decoder Hardware

      


      INDEX 

      


      Preamble

      


      I. DEFINITIONS

      


      Section
        1.01 - “LICENSOR”

      Section
        1.02 -”LICENSEE”

      Section
        1.03 - “Application”

      Section
        1.04 -”Patent”

      Section
        1.05 - “Related Application”

      Section
        1.06 - “Related Patent”

      Section
        1.07 - “Scheduled Patents”

      Section
        1.08 - “Dolby Digital Audio System Specifications”

      Section
        1.09 - “Licensed Trademark”

      Section
        1.10 - “Licensed Device”

      Section
        1.11 - “Licensed Product”

      Section
        1.12 - “Patent Rights”

      Section
        1.13 - “Know-How”

      Section
        1.14 - “Confidential Information”

      Section
        1.15 -“Non-Patent Country”

      Section
        1.16 - “LICENSEE’s Trade Name and Trademarks”

      Section
        1.17 - “Other-Trademark Purchaser”

      Section
        1.18 - “Licensed Copyrighted Works”

      Section
        1.19 - The “Consumer Price Index”

      Section
        1.20 - The “Effective Date”

      


      II.
        LICENSES GRANTED

      


      Section
        2.01 - Licenses Granted to LICENSEE 

      Section
        2.02 - Limitation of Licenses Granted

      


      III.
        OTHER OBLIGATIONS OF LICENSEE AND LICENSOR

      


      Section
        3.01 - Use of Licensed Trademarks

      Section
        3.02 - Ownership of the Licensed Trademarks 

      Section
        3.03 - Maintenance of Trademark Rights

      Section
        3.04 - Patent, Trademark and Copyright Enforcement 

      Section
        3.05 - Other-Trademark Purchasers 

      Section
        3.06 - Patent Marking

      Section
        3.07 - Copyright Notice

      Section
        3.08 - Furnishing of Copyrighted Works; Use of Copyrighted Works 

      Section
        3.09 - License Notice

      Section
        3.10 - Furnishing of Know-How

      Section
        3.11 - Use of Know-How and Confidential Information

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      IV.
        PAYMENTS

      


      Section
        4.01 - Initial Payment 

      Section
        4.02 - Royalties

      Section
        4.03 - Section Deleted

      Section
        4.04 - Royalty Applicability

      Section
        4.05 - Royalty Payments and Statements 

      Section
        4.06 - Royalties in Non-Patent Country 

      Section
        4.07 - Books and Records

      Section
        4.08 - Rights of Inspecting Books and Records

      


      V.
        STANDARDS OF MANUFACTURE AND QUALITY

      


      Section
        5.01 - Standardization and Quality 

      Section
        5.02 - Right to Inspect Quality

      


      VI.
        TERMINATION AND EFFECT OF TERMINATION

      


      Section
        6.01 - Expiration of Agreement

      Section
        6.02 -.Termination for Cause

      Section
        6.03 - Option to Terminate in a Non-Patent Country 

      Section
        6.04 - Effect of Termination

      


      VII.
        LIMITATIONS OF RIGHTS AND AUTHORITY

      


      Section
        7.01 - Limitation of Rights

      Section
        7.02 - Limitation of Authority

      Section
        7.03 - Disclaimer of Warranties and Liability; Hold Harmless 

      Section
        7.04 - Limitation of Assignment by LICENSEE 

      Section
        7.05 - Compliance with U.S. Export Control Regulations

      


      VIII.
        MISCELLANEOUS PROVISIONS

      


      Section
        8.01 - Language of Agreement; Language of Notices 

      Section
        8.02 - Stability of Agreement

      Section
        8.03 - Public Announcements

      Section
        8.04 - Address of LICENSEE and LICENSOR for all Other Communications


      Section
        8.05 - Applicable Law

      Section
        8.06 - Choice of Forum; Attomeys’ Fees

      Section
        8.07 - Construction of Agreement

      Section
        8.08 - Captions

      Section
        8.09 - Singular and Plural

      Section
        8.10 - Complete Agreement

      Section
        8.11 - Severability

      Section
        8.12 - Company Representation and Warranty 

      Section
        8.13 - Execution

      


      Appendix
        A - Scheduled Patents

      Appendix
        B - Dolby Digital Audio System

      Appendix
        C - Dolby Digital Licensee Information Manual


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      DIGITAL
        AUDIO SYSTEM LICENSE AGREEMENT 

      Professional
        Products - Decoder Hardware

       

      WHEREAS,
        LICENSOR is engaged in the field of audio noise reduction and analog and
        digital
        signal processing systems and has developed noise reduction systems useful
        for
        audio tape recording, surround sound systems for home entertainment and for
        other applications;

       

      WHEREAS,
        LICENSOR’s audio processing systems have acquired a reputation for excellence
        and LICENSOR’s trademarks have acquired valuable goodwill;

       

      WHEREAS,
        LICENSOR has licensed over 200 companies to make, use and sell consumer audio
        hardware incorporating LICENSOR’s audio systems and marked with LICENSOR’s
        trademarks; and

       

      WHEREAS,
        LICENSOR has developed the Dolby Digital audio system which uses a new technique
        for encoding and decoding of audio frequency data in digital form with a
        substantially reduced bit-rate while maintaining a high quality decoded audio
        signal, which is used in a variety of applications, such as television and
        cable
        broadcast and on certain consumer media; and

       

      WHEREAS,
        LICENSOR’s Dolby Digital audio system and its manufacture are the subject of
        substantial know-how owned by LICENSOR;

       

      WHEREAS,
        LICENSOR’s Dolby Digital audio system and its manufacture embody inventive
        subject matter which are the subject of international patents and patent
        applications owned or licensable by LICENSOR;

       

      WHEREAS,
        the manufacture and sale of LICENSOR’s Dolby Digital audio system requires the
        reproduction of copyrighted works owned or licensable by LICENSOR;

       

      WHEREAS,
        LICENSOR represents and warrants that it has rights to grant licenses under
        such
        know-how, patents and patent applications and copyrighted works and under
        its
        trademarks;

       

      WHEREAS,
        LICENSEE is engaged in the manufacture and sale of products for commercial
        electronics markets; and

       

      WHEREAS,
        LICENSEE believes it can develop substantial demand for equipment to decode
        audio signals using LICENSOR’s Dolby Digital audio system;


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      WHEREAS,
        LICENSEE desires a non-exclusive license to manufacture and sell decoders
        using
        LICENSOR’s Dolby Digital audio system under LICENSOR’s trademarks, know-how,
        copyrighted works, patents and patent applications; and

       

      WHEREAS,
        LICENSOR is willing to grant such a license under the terms and conditions
        set
        forth in this Agreement.

       

      NOW,
        THEREFORE, it is agreed by and between LICENSOR and LICENSEE as
        follows:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        I 

       

      DEFINITIONS


       

      Section
        1,01 - “LICENSOR”
        means
        Dolby Laboratories Licensing Corporation, a corporation of the State of New
        York, having a place of business as indicated on the title page of this
        Agreement, and its successors and assigns.

       

      Section
        1.02 - “LICENSEE”
        means
        the corporation identified on the title page of this Agreement and any
        subsidiary thereof of whose ordinary voting shares more than 50% are controlled
        directly by such corporation, but only so long as such control
        exists.

       

      Section
        1.03 - “Application”
        means an
        application for the protection of an invention or an industrial design;
        references to an “Application” shall be construed as references to applications
        for patents for inventions, inventors’ certificates, utility certificates,
        utility models, patents or certificates of addition, inventors’ certificates of
        addition, utility certificates of addition, design patents, and industrial
        design registrations.

       

      Section
        1.04 -“Patent”
        means
        patents for inventions, inventors’ certificates, utility certificates, utility
        models, patents or certificates of addition, inventors’ certificates of
        addition, utility certificates of addition, design patents, and industrial
        design registrations.

      


      Section
        1.05 - “Related Application”
        means an
        Application, whether international or in the same or another country or region,
        which

       

      (1)
        is
        substantially the same as (e.g., it does not include any new matter in the
        sense
        of the United States Patent Law) an Application or Patent listed in Appendix
        A,
        entitled “Scheduled Patents,” which is attached hereto and forms an integral
        part of this Agreement (for example, without limiting the foregoing, a
        continuation Application, a corresponding Application, an Application to
        reissue, or a refiled Application), or

       

      (2)
        is
        substantially only a portion of (e.g., it contains less than an Application
        or
        Patent listed in Appendix A and, it does not include any new matter in the
        sense
        of the United States Patent Law) an Application or Patent listed in Appendix
        A
        (for example, a divisional Application, or a corresponding or refiled
        Application in the nature of a divisional Application).

       

      Section
        1.06 - “Related Patent” means:

       

      (1)
        a
        Patent granted on an Application listed in Appendix A, 

       

      (2)
        a
        Patent granted on a Related Application,

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (3)
        a
        reissue of a Patent of Sections 1.06(1) or 1.06(2), and

       

      (4)
        a
        reexamination certificate of a Patent of Sections 1.06 (1), 1.06(2), or
        1.06(3).

       

      Section
        1.07 - “Scheduled Patents”
        means
        the Applications and Patents listed in Appendix A together with Related
        Applications and Related Patents.

       

      Applications
        and Patents which contain not only common subject matter but also additional
        subject matter going beyond the disclosure of Applications and Patents of
        this
        Section (for example, without limiting the foregoing, a continuation-in-part
        Application, or a corresponding or refiled Application in the nature of a
        continuation-in-part Application) shall be deemed to be Scheduled Patents
        only
        with respect to that portion of their subject matter common to the Applications
        and Patents of this Section.

       

      Section
        1.08 - “Dolby Digital Audio System Specifications”
        means
        the specifications for the Dolby Digital audio system, comprising the claims
        and
        teachings the Scheduled Patents, the Dolby Digital audio system operating
        parameters as specified in Appendix B entitled “Dolby Digital Audio System,” the
        Dolby Digital Licensing Manual referred to in Appendix C, the Licensed
        Copyrighted Works and the Know-How. Appendices B and C are attached hereto
        and
        form an integral part of this Agreement.

       

      Section
        1.09 - “Licensed Trademark”
        means
        one or more of the following: (a) the word mark “Dolby’,

       

      (b)
        the
        device mark (graphic omitted) which is also referred to as the double-D
        symbol.

       

      Section
        1.10 - “Licensed Device”
        means a
        digital audio circuit having Dolby Digital Audio System Specifications, whether
        made in discrete component, integrated circuit, or other forms, for decoding
        a
        digital bitstream into one or more audio channels. A circuit counts as one
        “Licensed Device” for each full frequency range audio channel it
        provides.

       

      Section
        1.11 - “Licensed Product”
        means a
        complete ready to use professional decoder product, such as a commercial
        Karaoke
        player, cable head-end receiver, or other commercial decoder product which:
        

       

      (1)
        contains one or more Licensed Devices, and

       

      (2)
        is
        intended or designed for use in decoding a Dolby Digital audio bitstream,
        and
        provides access to such stream using a signal compliant with ATSC A/52 Annex
        8
        professional mode; and

       

      (3)
        is
        designed primarily for use in commercial (for profit) or other professional
        environments; and 

       

      (4)
        has
        no more than two output channels, (any two of six output channels may be
        monitored by manually switching between channels); and

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (5)
        has
        one single fixed operational mode (line mode, RF mode, or custom mode) that
        shall not be user selectable; and

       

      (6)
        has
        one single fixed compression scaling factor that may not be user selectable;
        and

       

      (7)
        passes Licensor’s
        certification testing in accordance with group A, B or C decoder
        specifications.

       

      A
        Licensed Product is not a semiconductor chip, a partially assembled product,
        a
        product in kit form, or a

       

      knocked-down
        or semi-knocked-down product.

       

      Section
        1.12 -“Patent Rights” means:

       

      (1)
        the
        Scheduled Patents; and

       

      (2)
        such
        Patents and Applications directed to Licensed Products that LICENSOR may
        own or
        gain-rights to license during the term of this Agreement and which LICENSOR
        may
        agree to include in the Patent Rights without payment of additional compensation
        by LICENSEE.

       

      The
        Patent Rights do not include such other Applications and Patents as LICENSOR
        does not agree to include in the Patent Rights without payment of additional
        compensation by LICENSEE.

       

      Section
        1.13 - “Know-How”
        means
        all proprietary information, trade secrets, skills, experience, recorded
        or
        unrecorded, accumulated by LICENSOR, from time to time prior to and during
        the
        term of this Agreement, or licensable by LICENSOR, relating to the Licensed
        Devices and the Licensed Products and all designs, drawings, reports, memoranda,
        blue-prints, specifications and the like, prepared by LICENSOR or by others
        and
        licensable by LICENSOR, insofar as LICENSOR deems the same to relate to and
        be
        useful for the development, design, manufacture, sale or use of Licensed
        Products. Know-How does not include Licensed Copyrighted Works, whether or
        not
        published.

       

      Section
        1.14 - ‘Confidential Information”
        means
        technical and non-technical proprietary information of LICENSOR or LICENSEE,
        including, without limiting the foregoing, marketing information, product
        plans,
        business plans, royalty, and sales information so long as such information
        is
        disclosed to the other party a) in written or other tangible form which is
        clearly marked as being confidential or proprietary or b) orally or in any
        other
        manner and is indicated as confidential at the time of disclosure and thereafter
        summarized in writing within thirty (30) days after such
        disclosure.

       

      Section
        1.15 - “Non-Patent Country”
        means a
        country in which there do not exist, with respect to a Licensed Product,
        any
        Scheduled Patents including any pending Application or unexpired Patent,
        which,
        but for the licenses herein granted, are (or in the case of an Application,
        would be if it were an issued Patent) infringed by the manufacture, and/or
        use,
        lease or sale of such Licensed Product.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      Section
        1.16 - “LICENSEE’s Trade Name and Trademarks”
        means
        any trade name or trademark used and owned by LICENSEE.

       

      Section
        1.17 - “Other-Trademark Purchaser”
        means
        any customer of LICENSEE who, with LICENSEE’s knowledge, intends to resell, use
        or lease the Licensed Products under a trademark other than LICENSEE’s Trade
        Name and Trademarks.

       

      Section
        1.18 - “Licensed Copyrighted Works”
        means
        all copyrighted works owned by LICENSOR or owned by others and which LICENSOR
        has the right to sublicense, relating to the Dolby Digital audio system and
        the
        reproduction of which are required in order for LICENSEE to make or have
        made
        for it Licensed Products, and to use, lease and sell the same. Licensed
        Copyrighted Works exclude mask works fixed in a semiconductor chip
        product.

       

      Section
        1.19 - The “Consumer Price Index”
        means
        the U.S. City Average Index (base of 1982-1984=100) of the Consumer Price
        Index
        for All Urban Consumers as published by the Department of Labor, Bureau of
        Labor
        Statistics of the United States Government. In the event that said Index
        ceases
        to be published under its present name or form or ceases to be published
        by the
        same government entity, reference shall be made to the most similar index
        then
        available.

       

      Section
        1.20 -The “Effective Date”
        of this
        Agreement Is the date of execution hereof by the last party to execute the
        Agreement, or, if this Agreement requires validation by any governmental
        or
        quasi-governmental body, the “Effective Date” is the date of validation of this
        Agreement. 

       

      ARTICLE
        II 

       

      LICENSES
        GRANTED

       

      Section
        2.01 - Licenses Granted to LICENSEE 

       

      LICENSOR
        hereby grants to LICENSEE:

       

      (1)
        a
        personal, non-transferable, indivisible, and non-exclusive license throughout
        the world under:
        the
        Patent Rights, subject to the conditions set forth and LICENSEE’s performance of
        its obligations, including paying royalties due, to make or have made for
        it
        Licensed Products, and to use, lease, import and sell the same;

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      (2)
        a
        personal, non-transferable, indivisible, and non-exclusive license throughout
        the world to use the Know-How and to reproduce the Licensed Copyrighted Works
        in
        connection with the design, manufacture, and sale of the Licensed Products
        and
        to use the Licensed Trademarks on the Licensed Products and in connection
        with
        the advertising and offering for sale of Licensed Products bearing one or
        more
        of the Licensed Trademarks subject to the conditions set forth in this Agreement
        and LICENSEE’s performance of its obligations, including the payment of
        royalties; and

       

      (3)
        a
        personal, non-transferable, indivisible, non-exclusive, and royalty-free
        license
        throughout the world under the Patent Rights and to use the Know-How and
        to
        reproduce the Licensed Copyrighted Works in connection with the manufacture,
        use, lease and sale of spare parts solely for the repair of Licensed Products
        manufactured by LICENSEE under this Agreement.

       

      Section
        2.02 - Limitation of Licenses Granted

       

      Notwithstanding
        the licenses granted under Section 2.01:

       

      (1)
        no
        license is granted to lease, sell, transfer, or otherwise dispose of any
        part of
        a Licensed Product, including, without limiting the foregoing, a semiconductor
        chip specially adapted for use in a Licensed Product, which part (a) is a
        material part of an invention which is the subject of a Scheduled Patent
        and
        which part is not a staple article or commodity of commerce suitable for
        substantial noninfringing use or (b) is not a spare part solely for the repair
        of a Licensed Product manufactured by Licensee under this
        Agreement;

       

      (2)
        no
        license is granted under this Agreement to lease, sell, transfer, or otherwise
        dispose of any partially assembled products, products in kit form, and
        knocked-down or semi-:knocked-down
        products;

       

      (3)
        no
        license is granted under this Agreement with respect to any of LICENSOR’s
        other licensed
        technologies;

       

      (4)
        no
        license Is granted under this Agreement to use any Licensed Trademark in
        connection with offering for sale or in advertising and/or informational
        material relating to any Licensed Product which is not marked with the mark
        specified in Section 3.01(1) of this Agreement;

       

      (5)
        no
        license is granted under this Agreement with respect to the use of any Licensed
        Trademark on or in connection with products other than Licensed
        Products;


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (6)
        no
        right is granted with respect to-LICENSOR’s
        trade name “Dolby Laboratories” except with respect to the use of said tradename
        on and in connection with Licensed Products in the trademark acknowledgment
        and
        license notice required by Sections 3.01(6) and 3.09, respectively;

       

      (7)
        no
        license is granted to copy, prepare, make, or have made derivative works
        based
        on the Licensed Copyrighted Works; and

       

      (8)
        no
        right to grant sublicenses is granted under this Agreement.

       

      ARTICLE
        III

       

      OTHER
        OBLIGATIONS OF THE LICENSOR AND LICENSEE

       

      Section
        3.01 - Use of Licensed Trademarks 

       

      The
        Licensed Trademarks have acquired a reputation for high quality among
        professionals and consumers around the world. The performance capability
        of the
        Dolby Digital audio system is such that LICENSOR is willing to allow the
        use of
        the Licensed Trademarks on certain Licensed Products and in connection with
        their advertising and marketing to indicate that the quality of such products
        conforms with the general reputation for high quality associated with the
        Licensed Trademarks. LICENSEE’s use of the Licensed Trademarks is optional,
        however, if LICENSEE opts to use one or more Licensed Trademarks, such use
        shall
        be subject to the obligations of this Agreement as well as detailed regulations
        issued from time to time by LICENSOR. Detailed regulations current at the
        time
        of execution of this Agreement and additional to those set forth in this
        Agreement are set forth in the section entitled “Trademark Usage” in the Dolby
        Digital Licensee Information Manual of Appendix C which is attached hereto
        and
        forms an integral part of this Agreement. LICENSEE shall comply with the
        requirements of the body of this Agreement and those of the Dolby Digital
        Licensee Information Manual of Appendix C and such additional regulations
        as
        LICENSOR may issue and shall ensure that its subsidiaries, agents, distributors,
        and dealers throughout the world comply with such requirements:

       

      (1)
        LICENSEE shall prominently mark the Licensed Product on an exposed surface
        thereof in the following way:

       

      [graphic
        omitted]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      (2)
        The
        mark specified in subsection (1) of this Section 3.01, may also be used at
        least
        once in a prominent manner in all advertising and promotions for such Licensed
        Product; such usages shall be no less prominent and in the same relative
        size as
        the most prominent third party trademark(s) appearing on such Licensed Product
        or in the advertising and promotion thereof.

       

      (3)
        LICENSEE may not use the Licensed Trademarks in advertising and promotion
        of a
        product not marked in accordance with subsection (1) of this Section 3.01,
        even
        if such product is a Licensed Product.

       

      (4)
        In
        every use of a Licensed Trademark, except on the exposed main control surface
        of
        a Licensed Product, LICENSEE shall give notice to the public that such Licensed
        Trademark is a trademark by using the superscript letters “TM” after the
        respective trademark, or by use of the trademark registration symbol “®” (the
        capital letter R enclosed in a circle) as a superscript after the respective
        trademark. LICENSOR shall inform LICENSEE as to which notice form is to be
        used.

       

      (5)
        LICENSEE shall use its best efforts to ensure that the appropriate trademark
        notices, as set forth in subsection (3) above, appear in advertising for
        such
        Licensed Products at the retail level.

       

      (6)
        LICENSOR’s ownership of Licensed Trademarks shall be indicated whenever used by
        LICENSEE, whether use is on a product or on descriptive, instructional,
        advertising, or promotional material, by the most relevant of the following
        acknowledgments: “‘Dolby’ is a trademark of Dolby Laboratories”, “The double-D
        symbol is a trademark of Dolby Laboratories”, or “‘Dolby’ and the double-D
        symbol are trademarks of Dolby - Laboratories”. On Licensed Products such words
        shall be used on an exposed surface when space permits. LICENSEE shall use
        its
        best efforts to ensure that such an acknowledgment appears in advertising
        at the
        retail level.

       

      (7)
        Licensed Trademarks shall always be used in accordance with established United
        States practices for the protection of trademark and service mark rights,
        unless
        the requirements in the country or jurisdiction in which the product will
        be
        sold are more stringent, in which case the practice of such country or
        jurisdiction shall be followed. In no event shall any Licensed Trademark
        be used
        in any way that suggests or connotes that it is a common descriptive or generic
        designation. Whenever the word ‘Dolby’ is used, the letter D shall be
        upper-case. The word ‘Dolby’ shall be used only as an adjective referring to a
        digital audio product, never as a noun or in any other usage which may
        contribute to a generic meaning thereof. In descriptive, instructional,
        advertising, or promotional material or media relating to Licensed Products,
        LICENSEE must use the Licensed Trademarks and expressions which include the
        Licensed Trademark Dolby with an appropriate generic or descriptive term
        (e.g.,
“Dolby Digital decoder”, “Dolby Digital audio circuit”, “Dolby Digital
        transmission” etc.), with reference to Licensed Products and their
        use.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      (8)
        All
        uses of the Licensed Trademarks are subject to approval by LICENSOR. LICENSOR
        reserves the right to require LICENSEE to submit proposed uses to LICENSOR
        for
        written approval prior to actual use. Upon request of LICENSOR, LICENSEE
        shall
        submit to LICENSOR samples of its own usage of the Licensed Trademarks and
        usage
        of the Licensed Trademarks by its subsidiaries, agents, distributors, and
        dealers.

       

      (9)
        Licensed Trademarks shall be used in a manner that distinguishes them from
        other
        trademarks, service marks, symbols or trade names, including LICENSEE’s Trade
        Name and Trademarks.

       

      (10)
        LICENSEE may not use the Licensed Trademarks on and in connection with products
        that do not meet LICENSOR’s quality standards.

       

      (11)
        LICENSEE may not use the Licensed Trademarks on and in connection with products
        other than Licensed Products.

       

      Section
        3.02 - Ownership of the Licensed Trademarks

       

      LICENSEE
        acknowledges the validity and exclusive ownership by LICENSOR of the Licensed
        Trademarks.

       

      LICENSEE
        further acknowledges that it owns no rights in the Licensed Trademarks nor
        in
        the tradename “Dolby Laboratories.” LICENSEE acknowledges and agrees that all
        rights that it may accrue in the,
        Licensed
        Trademarks and in the tradenames “Dolby Laboratories” will inure to the benefit
        of the owner thereof, LICENSOR or LICENSOR’s parent Dolby Laboratories,
        Inc.

       

      LICENSEE
        further agrees that it will not file any application for registration of
        the
        Licensed Trademarks or “Dolby Laboratories” in any country, region, or under any
        arrangement or treaty. LICENSEE also agrees that it will not use nor
        will
        it file any application to register in any country, region, or under any
        arrangement or treaty any mark, symbol or phrase, in any language, which
        is
        confusingly similar to the Licensed Trademarks or “Dolby
        Laboratories.”

       

      Section
        3.03 - Maintenance of Trademark Rights

       

      The
        expense of obtaining and maintaining Licensed Trademark registrations shall
        be
        borne by LICENSOR. LICENSOR, as it deems necessary, will advise LICENSEE
        of the
        grant of registration of such trademarks. Upon request by either party, LICENSEE
        and LICENSOR will comply with applicable laws and practices of the country
        of
        registration, including, without limiting the foregoing, the marking with
        notice
        of registration and the recording of LICENSEE as a registered or licensed
        user
        of such trademarks. The expense of registering or recording LICENSEE as a
        registered user or otherwise complying with the laws of any country pertaining
        to such registration or the recording of trademark agreements shall be borne
        by
        LICENSEE. LICENSEE shall advise LICENSOR of all countries where Licensed
        Products are sold, leased or used.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        3.04 - Patent, Trademark and Copyright Enforcement

       

      LICENSEE
        shall immediately inform LICENSOR of all infringements, potential or actual,
        which may come to its attention, of the Patent Rights, Licensed Trademarks
        or
        Licensed Copyrighted Works. It shall be the exclusive responsibility of
        LICENSOR, at its own expense, to terminate, compromise, or otherwise act
        at its
        discretion with respect to such infringements. LICENSEE agrees to cooperate
        with
        LICENSOR by furnishing, without charge, except out-of-pocket expenses, such
        evidence, documents and testimony as may be required therein.

       

      Section
        3.05 - Other-Trademark Purchasers

       

      If
        LICENSEE sells or leases Licensed Products on a mass basis to an Other-Trademark
        Purchaser who does not hold a license with terms and conditions substantially
        similar to this Agreement, LICENSEE shall inform LICENSOR of the name, place
        of
        business, trademarks, and trade names of the Other-Trademark Purchaser before
        such Other-Trademark Purchaser sells, leases, or uses Licensed Products.
        LICENSEE shall obtain agreement from such Other-Trademark Purchaser not to
        modify, install, use, lease, sell, provide written material for or about,
        advertise, or promote Licensed Products in any way which is in conflict with
        any
        provision of this Agreement. It shall be the responsibility of LICENSEE to
        inform the Other-Trademark Purchaser of the provisions of this Agreement,
        to
        notify such Other-Trademark Purchaser that the provisions of this Agreement
        shall be applicable, through LICENSEE, in the same way as if the Licensed
        Products were sold by LICENSEE under LICENSEE’s Trade Names and Trademarks, to
        ensure by all reasonable means that such provisions are adhered to and, if
        requested by LICENSOR, to provide to LICENSOR copies of such Other-Trademark
        Purchaser’s advertising, public announcements, literature, instruction manuals,
        and the like. It
        shall
        be LICENSEE’s responsibility to inform said Other-Trademark Purchaser that any
        use of any of LICENSOR’s trademark(s) on or in conjunction with the
        Other-Trademark Purchaser’s own products can only be done under a separate
        license from LICENSOR.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        3.06 - Patent Marking

       

      LICENSEE
        shall mark each Licensed Product in the form, manner and location specified
        by
        LICENSOR, with one or more patent numbers of Patents in such countries under
        which a license is granted under this Agreement.

       

      Section
        3.07 - Copyright Notice

       

      3.07(1)
        - Where Applied
        LICENSEE
        shall apply the copyright notice specified in subsection 3.07(2) of
        this
        Section 3.07 to all media in which the program is distributed as permitted
        by
        this Agreement, whether as an
        integral part of a Licensed Product or as a spare part solely for the repair
        of
        a Licensed Product.

       

      3.07(2)
        - Form of Notice
        LICENSEE
        shall apply the following copyright notice as required in subsection 3.07(1)
        of
        this Section 3.07:

       

      This
        product contains one or more programs protected under International and U.S.
        copyright laws as unpublished works. They are confidential and proprietary
        to
        Dolby Laboratories Licensing Corporation. Their reproduction or disclosure,
        in
        whole or in part, or the production of derivative works therefrom without
        the
        express permission of Dolby Laboratories Licensing Corporation is prohibited.
        Copyright 1992-1996 by Dolby Laboratories, Inc. All rights
        reserved.

       

      Section
        3.08 - Furnishing of Licensed Copyrighted Works; Use of Licensed Copyrighted
        Works

       

      Subject
        to any restrictions under the export control regulations of the United States
        or
        any other applicable restrictions, LICENSOR will promptly after the Effective
        Date, furnish to LICENSEE copies of all programs constituting the Licensed
        Copyrighted Works in the form of object code (machine readable code).
        Alternatively, LICENSEE may obtain such Licensed Copyrighted Works in
        conjunction with its purchase of integrated circuits or other Licensed
        Implementations. LICENSEE agrees to use such programs only for the purpose
        of
        programming general purpose DSP devices, read only memories (ROMs), random
        access memories (RAMs), or the like, forming an integral part of Licensed
        Products and constituting spare parts solely for the repair of a Licensed
        Products. LICENSEE agrees (1) it will not otherwise reproduce Licensed
        Copyrighted Works, in whole or in part, (2) it will not prepare derivative
        works
        from Copyrighted Works, and (3) it will not disclose the Licensed Copyrighted
        Works, in whole or in part. LICENSEE further agrees that it will not decompile
        or otherwise reverse engineer the object code constituting the Licensed
        Copyrighted Works, or any portion thereof.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Upon
        termination of this Agreement, LICENSEE shall promptly return to LICENSOR,
        at
        LICENSEE’s expense, all documents and things supplied to LICENSEE as Licensed
        Copyrighted Works, as well as all copies and reproductions thereof, except
        those
        incorporated into Licensed Products.

       

      Section
        3.09 - License Notice

       

      On
        all
        Licensed Products, LICENSEE shall acknowledge that the Licensed Products
        are
        manufactured under license from LICENSOR. Unless otherwise from time to time
        agreed between the parties, the following notice shall be used by LICENSEE
        on an
        exposed surface, such as the back or the bottom, of all Licensed Products:
        “Manufactured under license from Dolby Laboratories Licensing Corporation”. Such
        notice shall also be used in all instruction and servicing manuals unless
        such
        acknowledgment is clearly and unambiguously given in the course of any textual
        descriptions or explanations.

       

      Section
        3.10 - Furnishings of Know-How

       

      Subject
        to any restrictions under the export control regulations of the United States
        or
        any other applicable
        restrictions, LICENSOR will promptly after the Effective Date, furnish to
        LICENSEE:

       

      (1)
        copies of all documents and things comprising the Know-How; and

       

      (2)
        when
        requested by LICENSEE, provide, as LICENSOR deems reasonable, consulting
        services regarding design considerations and general advice relating to the
        Licensed Products and the sale and use thereof, for all of which LICENSEE
        will
        reimburse LICENSOR for travel and reasonable per diem expenses.

       

      Section
        3.11 - Use of Know-How and Confidential Information

       

      3.11(1)
        - By LICENSEE

       

      LICENSEE
        shall use all Know-How and Confidential Information obtained heretofore or
        hereafter from LICENSOR solely for the purpose of manufacturing and selling
        Licensed Products under this Agreement, shall not use such Know-How or
        Confidential Information in an unauthorized way, and shall not divulge such
        Know-How or Confidential Information or any portion thereof to third parties,
        unless such Know-How or Confidential Information (a) was known to LICENSEE
        prior
        to its obtaining the same from LICENSOR; (b) becomes known to LICENSEE from
        sources other than either directly or indirectly from LICENSOR; (c) becomes
        public knowledge other than by breach of this Agreement by LICENSEE or by
        another licensee of LICENSOR; or (d) is independently developed by LICENSEE.
        The
        obligations of this subsection 3.11(1) shall cease three (3) years from the
        date
        on which such Know-How or Confidential Information are acquired by LICENSEE
        from
        LICENSOR under this Agreement.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Upon
        termination of this Agreement, with respect to Know-How or Confidential
        Information subject to the obligations of this subsection 3.11(1), LICENSEE
        shall promptly return to LICENSOR, at LICENSEE’s expense, all documents and
        things supplied to LICENSEE as Know-How, as well as all copies and reproductions
        thereof.

       

      3.11(2)
        - By LICENSOR

       

      LICENSOR
        hereby agrees that throughout the term of this Agreement it shall not divulge
        to
        third parties, nor use in any unauthorized way Confidential Information
        belonging to LICENSEE, unless such information (a) was known to LICENSOR
        prior
        to its obtaining the same from LICENSEE; (b) becomes known to LICENSOR from
        sources other than either directly or indirectly from LICENSEE; or (c) becomes
        public knowledge other than by breach of this Agreement by LICENSOR; or (d)
        is
        independently developed by LICENSOR. The obligations of this subsection 3.11(2)
        shall cease three (3) years from the date on which such Know-How or Confidential
        Information are acquired by LICENSOR from LICENSEE under this
        Agreement.


       

      ARTICLE
        IV

       

      PAYMENTS


       

      Section
        4.01 - Initial Payment

       

      LICENSEE
        shall promptly upon the Effective Date of this Agreement pay LICENSOR the
        sum
        specified on the title page and shall pay all local fees, taxes, duties,
        or
        charges of any kind and shall not deduct them from the royalties
        due.

       

      Section
        4.02 - Royalties

       

      Subject
        to the provisions of Section 4.05, LICENSEE shall pay to LICENSOR royalties
        on
        Licensed Devices manufactured by or for LICENSEE and incorporated in Licensed
        Products which are used, sold, leased, or otherwise disposed of by LICENSEE,
        except for Licensed Devices incorporated in Licensed Products returned to
        LICENSEE by customers of LICENSEE, other than in exchange for an upgraded
        product, on which a credit has been allowed by LICENSEE to said customers.
        The
        royalty payable per Licensed Device, contained in Licensed Products, which
        are
        used, sold, leased or otherwise disposed of by LICENSEE in successive calendar
        quarters from the effective date hereof shall be as follows:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      
        	
                Number
                  of Licensed Devices Disposed of In Quarter

              	 	 	
                Royalty
                  Payable

              	 
	
                Up
                  to 500

              	 	
                $

              	
                10.00

              	 
	
                On
                  those from 501 to 1,500

              	 	
                $

              	
                8.00

              	 
	
                On
                  those from 1,501 to 2,500

              	 	
                $

              	
                6.00

              	 
	
                On
                  those from 2,501 to 4,000

              	 	
                $

              	
                4.00

              	 
	
                On
                  those above 4,000

              	 	
                $

              	
                2.00

              	 


      

       

      for
        every
        Licensed Device incorporated in a Licensed Product that is used, sold, leased
        or
        otherwise disposed of by LICENSEE in a country that is not as Non-Patent
        Country
        LICENSEE shall pay an additional $5.00 per Licensed Device.

       

      On
        the
        Effective Date of this Agreement, and annually thereafter on first day of
        each
        calendar year, the rate at which the total royalties are calculated shall
        be
        adjusted in accordance with the Consumer Price Index. The adjustment shall
        be
        made by multiplying the royalties calculated as specified above by the ratio
        between the Consumer Price Index for the last month of the year preceding
        the
        year in which the adjustment takes place and the Consumer Price Index for
        the
        month of December 1993. LICENSOR will, during the first quarter of each calendar
        year, or as soon as such information is known, if later, inform LICENSEE
        of the
        adjustment ratio to be applied to royalties due in that year.

       

      Section
        4.03 - Section Deleted

       

      Section
        4.04 -Royalty Applicability

       

      A
        Licensed Product shall be considered sold under Section 4.02 when invoiced,
        or
        if not invoiced, delivered to another by LICENSEE
        or otherwise disposed of or put into use by LICENSEE, except for consignment
        shipments, which will be considered sold when the payment for such shipments
        is
        agreed upon between LICENSEE and customers.


       

      Section
        4.05 - Royalty Payments and Statements 

       

      LICENSEE
        shall render statements and royalty payments as follows:

       

      (1)
        LICENSEE shall deliver to the address shown on the cover sheet of this Agreement
        or such place as LICENSOR may from time to time designate, quarterly reports
        certified by LICENSEE’s chief financial officer or the officer’s designate
        within 30 days after each calendar quarter ending with the last day of March,
        June, September and December. Alternatively, such reports may be delivered
        by
facsimile
        by
        transmitting them to LICENSOR’s facsimile telephone number shown on the cover
        sheet of this Agreement or such other number as LICENSOR may from time to
        time
        designate. Royalty payments are due for each quarter at the same time as
        each
        quarterly report and shall be made by wire transfer in United States funds
        to
        LICENSOR’s bank as identified on the cover sheet of this Agreement or such other
        bank as LICENSOR may from time to time designate. LICENSEE shall pay all
        local
        fees, taxes, duties, or charges of any kind and shall not deduct them from
        the
        royalties due unless such deductions may be offset against LICENSOR’s own tax
        liabilities. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Each
        quarterly report shall:

       

      (a)
        state
        the number of each model type of Licensed Products leased, sold, or otherwise
        disposed of by LICENSEE during the calendar quarter with respect to which
        the
        report is due;

       

      (b)
        state
        the number of Licensed Devices in each model type of Licensed Product;
        and

       

      (c)
        contain such other information and be in such form as LICENSOR or its outside
        auditors may prescribe that is required by Licensor to enforce its rights
        (for
        example; complete contact information and Quarterly Reports details for
        an
        entity
        other than Licensee paying a portion of any obligation on Licensee’s behalf;
        and/or information relating to the quantities and source of products containing
        Dolby Intellectual Property (such as implementations) received by Licensee
        or
        other entities on Licensee’s behalf). If LICENSEE claims less than full product
        royalty (under Section 4.06) or no royalty due (under Section 6.03), LICENSEE
        shall specify the country in which such Licensed Products were made, the
        country
        in which such Licensed Products were sold, and the identity of the purchasers
        of
        such Licensed Products.

       

      (2)
        Any
        remittance in excess of royalties due with respect to the calendar quarter
        for
        which the report is due shall be applied by LICENSOR to the next payment
        due.

       

      (3)
        LICENSEE’s first report shall be for the calendar quarter in which LICENSEE
        sells its first Licensed .Product.

       

      (4)
        LICENSEE shall deliver a final report and payment of royalties to LICENSOR
        certified by LICENSEE’s chief financial officer or the officers designate within
        30 days after termination of this Agreement throughout the world. Such a
        final
        report shall include a report of all royalties due with respect to Licensed
        Products not previously reported to LICENSOR. Such final report
        shall be
        supplemented at the end of the next and subsequent quarters, in the same
        manner
        as provided for during the Life of the Agreement, in the event that LICENSEE
        learns of any additional royalties due.

       

      (5)
        LICENSEE shall pay interest to LICENSOR from the due date to the date payment
        is
        made of any overdue royalties or fees, including the Initial Payment, at
        the
        rate of 2% above the prime rate as is in effect from time to time at the
        bank
        identified on the cover page of this Agreement, or another major bank agreed
        to
        by the LICENSOR and LICENSEE in the event that the identified bank should
        cease
        to exist, provided however, that if the interest rate thus determined is
        in
        excess of rates allowable by any applicable law, the maximum interest rate
        allowable by such law shall apply.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        4.06 - Royalties In Non-Patent Country

       

      If
        a
        Licensed Product is manufactured in
        a
        Non-Patent Country and used, sold, leased or otherwise disposed of in a
        Non-Patent Country, be it the same or a different Non-Patent Country, royalties
        for the manufacture, use, sale, lease or other disposal of the Licensed Products
        in such Non-Patent Country or Countries under the Know-How, Licensed Copyrighted
        Works, and the Licensed Trademarks license shall be payable at the rates
        specified in Section 4.02; however, the additional royalty
        of
        $5.00 on each Licensed Device of such Licensed Product specified in Section
        4.02
        shall be waived. This provision shall not apply and full royalties shall
        be
        payable under Section 4.02:

       

      (1)
        when
        Licensed Products are manufactured in any country which is not a Non-Patent
        Country or are used, sold, leased or otherwise disposed of in any country
        which
        is not a Non-Patent Country, be it the same country as the country of
        manufacture or a different country; or

       

      (2)
        when
        LICENSEE knows or has reason to know that the Licensed Products manufactured
        in
        a Non-Patent Country and used, sold, leased or otherwise disposed of in a
        Non-Patent Country are destined for use by consumers or for sale, lease or
        other
        disposal to consumers in a country which is not a Non-Patent Country and
        LICENSOR deems such sale to be for the purpose of defeating the royalty
        provisions of this agreement.

       

      Section
        4.07 - Books and Records

       

      LICENSEE
        shall keep complete books and records of all sales, leases, uses, returns,
        or
        other disposals by LICENSEE of Licensed Products for a period of three (3)
        years
        from such sales, leases, uses or other disposals.

       

      Section
        4.08 - Rights of Inspecting Books’ and Records

       

      LICENSOR
        shall have the right, through a professionally registered accountant at
        LICENSOR’s expense, to inspect, examine and make abstracts of the said books and
        records insofar as may be necessary to verify the accuracy of the same and
        of
        the statements provided for herein but such inspection and examination shall
        be
        made during business hours upon reasonable notice and not more often than
        once
        per calendar year. LICENSOR agrees not to divulge to third parties any
        Confidential Information obtained from the books and records of LICENSEE
        as a
        result of such inspection unless such information (a) was known to LICENSOR
        prior to its acquisition by LICENSOR as a result of such inspection; (b)
        becomes
        known to LICENSOR from sources other than directly or Indirectly from LICENSEE;
        or (c) becomes a matter of public knowledge other than by breach of this
        Agreement by LICENSOR.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        V

       

      STANDARDS
        OF MANUFACTURE AND QUALITY

       

      Section
        5.01 - Standardization and Quality

       

      LICENSEE
        shall abide by the Dolby Digital Audio System Specifications, hereto appended
        in
        Appendix B and as modified from time to time by LICENSOR. LICENSEE shall
        abide
        by reasonable standards of quality and workmanship. Such quality standards
        shall
        apply to Licensed Devices and to aspects of Licensed Products not directly
        relating to the Licensed Devices but which nevertheless influence or reflect
        upon the audio quality or performance of the Licensed Devices as perceived
        by
        the end user. LICENSEE shall with respect to all Licensed Products bearing
        the
        Licensed Trademarks conform to any reasonable quality standards requirements
        as
        specified by LICENSOR within a period of ninety (90) days of such specification
        in writing.

       

      Licensed
        Products shall not be designed, presented or advertised in any way which
        contributes to confusion of the Dolby Digital audio system with any of
        LICENSOR’s other digital audio systems, audio noise reduction or.
        headroom
        extension systems or LICENSOR’S motion picture sound system.

       

      Section
        5.02 - Right to Inspect Quality

       

      LICENSEE
        shall provide LICENSOR with such non-confidential information concerning
        Licensed Products as it may reasonably require in performing its right to
        enforce quality standards under this Agreement. LICENSEE will, upon request,
        provide on a loan basis to LICENSOR a reasonable number of samples (at least
        one
        from each product family) of Licensed Products for testing, together with
        instruction and service manuals. If transmissions necessary to test Licensed
        Products under field operating conditions are not receivable at LICENSOR’s San
        Francisco test facility, LICENSEE shall make available to LICENSOR, upon
        receipt
        of reasonable notice from LICENSOR, reasonable facilities for testing Licensed
        Products. In the event that LICENSOR shall complain that any Licensed Product
        does not comply with LICENSOR’s quality standards, excepting newly specified
        standards falling within the ninety (90) day time limit of Section 5.01,
        it
        shall promptly so notify LICENSEE by written communication whereupon LICENSEE
        shall within ninety (90) days suspend the lease, sale or other disposal of
        the
        same.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        VI

       

      TERMINATION
        AND EFFECT OF TERMINATION

       

      Section
        6.01 - Expiration of Agreement

       

      Unless
        this Agreement already has been terminated in accordance with the provisions
        of
        Section 6.02, this Agreement shall terminate in all countries of the world
        five
        years from the Effective Date.

       

      Section
        6.02 - Termination for Cause 

       

      At
        the
        option of LICENSOR, in the event that LICENSEE breaches any of its material
        obligations under this Agreement, subject to the conditions of Section 6.04,
        this Agreement shall terminate upon LICENSOR’s giving sixty (60) days advance
        notice in writing, effective on dispatch of such notice, of such termination,
        giving reasons therefore to LICENSEE, provided however; that, if LICENSEE,
        within the sixty (60) day period, remedies the failure or default upon which
        such notice is based, then such notice shall not become effective and this
        Agreement shall continue in full force and effect notwithstanding the sixty
        day
        cure period provided under the provisions of this Section 6.02, interest
        due
        under Section 4.05 shall remain payable and shall not waive, diminish, or
        otherwise affect any of LICENSOR’s rights pursuant to this Section
        6.02.

       

      Section
        6.03 - Option to Terminate in a Non-Patent Country

       

      Subject
        to the provisions of Section 6.04, unless this Agreement already has been
        terminated in accordance with the provisions of Section 6.01 or Section 6.02,
        LICENSEE shall have the option to terminate its license under this Agreement
        with respect to a Non-Patent Country at any time after three years from the
        Effective Date of this Agreement. Said option to terminate with respect to
        such
        country shall be effective when LICENSOR receives LICENSEE’s written notice of
        its exercise of such option and shall be prospective only and not
        retroactive.

       

      Section
        6.04 - Effect of Termination

       

      Upon
        termination of the Agreement, as provided in Sections 6.01 or 6.02, or upon
        termination of the license under this Agreement with respect to a Non-Patent
        Country in accordance with the option set forth in Section 6.03, with respect
        to
        such country only, all licenses granted by LICENSOR to LICENSEE under this
        Agreement shall terminate, all rights LICENSOR granted to LICENSEE shall
        revest
        in LICENSOR, and all other
        rights and obligations of LICENSOR and LICENSEE under this agreement shall
        terminate except that the following rights and obligations of LICENSOR and
        LICENSEE shall survive to the extent necessary to permit their complete
        fulfillment and discharge, with the exception that subsection (9) shall not
        apply in case of termination under Section 6.01:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      (1)
        LICENSEE’S obligation to deliver a final royalty report and supplements thereto
        as required by Section 4.05;

       

      (2)
        LICENSOR’s right to receive and LICENSEE’s obligation to pay royalties, under
        Article IV, including interest on overdue royalties, accrued or accruable
        for
        payment at the time of termination and interest on overdue royalties accruing
        subsequent to termination;

       

      (3)
        LICENSEE’s obligation to maintain books and records and LICENSOR’s right to
        examine, audit, and copy as provided in Section 4.07;

       

      (4)
        any
        cause of action or claim of either party accrued or to accrue because of
        any
        breach or default by the other party;

       

      (5)
        LICENSEE’s obligations with respect to Know-How and Confidential Information
        under Section 3.11(1) and LICENSOR’s obligations with respect to Confidential
        Information under Sections 3.11(2) and 4.08;

       

      (6)
        LICENSEE’s obligations to cooperate with LICENSOR with respect to Patent,
        Trademark, and Copyright enforcement under Section 3.04, with respect to
        matters
        arising before termination;

       

      (7)
        LICENSEE’s obligation to return to LICENSOR all documents and things furnished
        to LICENSEE, and copies thereof, under the provisions of Section
        3.11;

       

      (8)
        LICENSEE’s and LICENSOR’s obligations regarding public announcements under
        Section 8.03; and

       

      (9)
        LICENSEE shall be entitled to fill orders for Licensed Products already received
        and to make or have made for it and to sell Licensed Products for which
        commitments to vendors have been made at the time of such termination, subject
        to payment of applicable royalties thereon and subject to said Licensed Products
        meeting LICENSOR’s quality standards, provided that LICENSEE promptly advises
        LICENSOR of such commitments upon termination; and

       

      (10)
        LICENSEE’s right to use the Know-How and to reproduce the Licensed Copyrighted
        Works in connection with the manufacture, use, lease, and sale of spare parts
        solely for the repair of Licensed Products as provided in Section
        2.01(3).


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        portions of the Agreement specifically identified led in the sub-parts of
        this
        Section shall be construed and interpreted in connection with such other
        portions of the Agreement as may be required to make them
        effective.

       

      ARTICLE
        VII

       

      LIMITATIONS
        OF RIGHTS AND AUTHORITI

       

      Section
        7.01 - Limitation of Rights

       

      No
        right
        or title whatsoever in the Patent Rights, Know-How, Licensed Copyrighted
        Works,
        or the Licensed Trademarks is granted by LICENSOR to LICENSEE or shall be
        taken
        or assumed by LICENSEE except as is specifically laid down in this
        Agreement.

       

      Section
        7.02 - Limitation of Authority

       

      Neither
        party shall in any respect whatsoever be taken to be the agent or representative
        of the other party and neither party shall have any authority to assume any
        obligation for or to commit the other party in any way.

       

      Section
        7.03 - Disclaimer of Warranties and Liability: Hold Harmless

       

      LICENSOR
        has provided LICENSEE the rights and privileges contained in this Agreement
        in
        good faith. LICENSOR represents that it has done diligent U.S. patentability
        searches in the field of digital audio and that it is unaware of any patents
        of
        third parties which would be infringed by the practice of its Dolby Digital
        audio technology which is the subject of this Agreement. LICENSOR represents
        that the Licensed Know-How and Licensed Copyrighted Works were either developed
        by LICENSOR or by a third party from whom LICENSOR has obtained the right
        to
        license. However, nothing contained in this Agreement shall be construed
        as (1)
        a warranty or representation by LICENSOR as to the validity or scope of any
        Patent included in The Patent Rights;
        (2) a warranty or representation that the Dolby Digital Audio System technology,
        Patent Rights, Know-How, Licensed Copyrighted Works, Licensed Trademarks,
        or any
        Licensed Device, Licensed Product, or part thereof embodying any of them
        will be
        free from infringement of Patents, copyrights, trademarks, service marks,
        or
        other proprietary rights of third parties; or (3) an agreement to defend
        LICENSEE against actions, or suits of any nature brought by any third
        parties.

       

      LICENSOR
        disclaims all liability and responsibility for property damage, personal
        injury,
        and consequential damages, whether or not foreseeable, that may result from
        the
        manufacture, use, lease, or sale of Licensed Devices, Licensed Products and
        parts thereof, and LICENSEE agrees to assume all liability and responsibility
        for all such damage and injury, to the extent that such liability and
        responsibility of LICENSEE have been finally determined in any court of
        competent jurisdiction.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      LICENSEE
        agrees to indemnify, defend, and hold LICENSOR harmless from and against
        all
        claims (including, without limitation, product liability claims), suits,
        losses
        and damages, including reasonable attorneys’ fees and any other expenses
        incurred in investigation and defense, arising out of LICENSEE’s manufacture,
        use, lease, or sale of Licensed Devices, Licensed Products, or parts thereof,
        or
        out of any allegedly unauthorized use of any trademark, service mark, Patent,
        copyright, process, idea, method, or device (excepting Licensed Trademarks,
        Patent Rights, Know-How, Confidential Information, and Licensed Copyrighted
        Works) by LICENSEE or those acting under its apparent or actual
        authority.

       

      Section
        7.04 - Limitation of Assignment by LICENSEE

       

      The
        rights, duties and privileges of LICENSEE hereunder shall not be transferred
        or
        assigned by it either in part or in whole without prior written consent of
        LICENSOR. However, LICENSEE shall have the right to transfer its rights,
        duties
        and privileges under this Agreement in connection with its merger and
        consolidation with another firm or the sale of its entire business to another
        person or firm, provided that such person or firm shall first have agreed
        with
        LICENSOR to perform the transferring party’s obligations and duties
        hereunder.

       

      Section-7.05
        - Compliance with U.S. Export Control Regulations

       

      (1)
        LICENSEE agrees not to export any technical data acquired from LICENSOR under
        this Agreement, nor the direct, product thereof, either directly or indirectly,
        to any country in contravention of United States law.

       

      (2)
        Nothing in this Agreement shall be construed as requiring LICENSOR to export
        from the United States, directly or indirectly, any technical data or any
        commodities to any country in contravention of United States law.

       

      ARTICLE
        VIII

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        8.01 - Language of Agreement; Language of Notices

       

      The
        language of this Agreement is English. If translated into another language,
        this
        English version of the
        Agreement shall be controlling. Except as may be agreed by LICENSOR and
        LICENSEE, all notices, reports, consents, and approvals required or permitted
        to
        be given hereunder shall be written in the English language.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        8.02 - Stability of Agreement

       

      No
        provision of this Agreement shall be deemed modified by any acts of LICENSOR,
        its agents or employees or by failure to object to any acts of LICENSEE which
        may be inconsistent herewith, or otherwise, except by a subsequent agreement
        in
        writing signed by LICENSOR and LICENSEE. No waiver of a breach committed
        by
        either party in one instance shall constitute a waiver or a license to commit
        or
        continue breaches in other or like instances.

       

      Section
        8.03 - Public Announcements

       

      Neither
        party shall at any time heretofore or hereafter publicly state or imply that
        the
        terms specified herein or the relationships between LICENSOR and LICENSEE
        are in
        any way different from those specifically laid down in this Agreement. LICENSEE
        shall not at any time publicly state or imply, that any unlicensed products
        use
        the Dolby Digital Audio System Specifications. If requested by one party,
        the
        other party shall promptly supply the first party with copies of all public
        statements and of all publicity and promotional material relating to this
        Agreement, the Dolby Digital Audio System Specifications, Licensed Devices,
        Licensed Products, Licensed Trademarks, and Know-How.

       

      Section
        8.04 - Address of LICENSOR and LICENSEE for all Other
        Communications

       

      Except
        as
        otherwise specified in this Agreement,
        all notices, reports, consents, and approvals required or permitted to
        be
        given
        hereunder shall be in writing, signed by an officer of LICENSEE or LICENSOR,
        respectively, and sent postage or shipping charges prepaid by certified
        or registered
        mail, return receipt requested showing to whom, when and where delivered,
        or by
        Express mail, or by a secure overnight or one-day delivery service that provides
        proof and date of delivery, or by facsimile, properly addressed or transmitted
        to LICENSEE or LICENSOR, respectively, at the address or facsimile number
        set
        forth on the cover page of this Agreement or to such other address or facsimile
        number as may from time to time be designated by either party to the other
        in
        writing. Wire payments from LICENSEE to LICENSOR shall be made to the bank
        and
        account of LICENSOR as set forth on the cover page of this agreement or to
        such
        other bank and account as LICENSOR may from time to time designate in writing
        to
        LICENSEE.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        8.05 - Applicable Law

       

      This
        Agreement shall be construed in accordance with the substantive laws, but
        not
        the choice of law rules, of the State of California.

       

      Section
        8.06 - Choice of Forum: Attorneys’ Fees

       

      To
        the
        full extent permitted by law, LICENSOR and LICENSEE agree that their choice
        of
        forum, in the event that any dispute arising under this agreement is not
        resolved by mutual agreement, shall be the United States Courts in the State
        of
        California and the State Courts of the State of California.

       

      In
        the
        event that any action is brought for any breach or default of any of the
        terms
        of this Agreement, or otherwise in connection with this Agreement, the
        prevailing party shall be entitled to recover from the other party all costs
        and
        expenses incurred in that action or any appeal therefrom, including without
        limitation, all attorneys’ fees and costs actually incurred.

       

      Section
        8.07 - Construction of Agreement:

       

      This
        Agreement shall not be construed for or against any party based on any rule
        of
        construction concerning who prepared the Agreement or otherwise.

       

      Section
        8.08 - Captions

       

      Titles
        and captions in this Agreement are for convenient reference only and shall
        not
        be considered in construing the intent, meaning, or scope of the Agreement
        or
        any portion thereof. 

       

      Section
        8.09 - Singular and Plural

       

      Throughout
        this Agreement, words in the singular shall be construed as including the
        plural
        and words in the plural shall be construed as including the
        singular.

       

      Section
        8.10 - Complete Agreement

       

      This
        Agreement contains the entire agreement and understanding between LICENSOR
        and
        LICENSEE relating to the subject matter hereof and merges all prior or
        contemporaneous oral or written communication between them. Neither LICENSOR
        nor
        LICENSEE now is, or shall hereafter be, in any way bound by any prior,
        contemporaneous or subsequent oral or written communication except insofar
        as
        the same is expressly set forth in this Agreement or in a subsequent written
        agreement duly executed by both LICENSOR and LICENSEE.

      
         

        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        8.11 - Severability

       

      Should
        any portion of this Agreement be declared null and void by operation of law,
        or
        otherwise, the remainder of this Agreement shall remain In full force and
        effect.

       

      Section
        8.12 - Company Reservation and Warranty

       

      LICENSEE
        represents and warrants to LICENSOR that it is not a party to any agreement,
        and
        is not subject to any statutory or other obligation or restriction, which
        might
        prevent or restrict it from performing all of its obligations and undertakings
        under this License Agreement, and that the execution and delivery of this
        Agreement and the performance by LICENSEE of its obligations hereunder have
        been
        authorized by all necessary action, corporate or otherwise.

       

      Section
        8.13 - Execution

       

      IN
        WITNESS WHEREOF, the said LICENSOR has caused this Agreement to be executed
        on
        the cover page of this Agreement, in the presence of a witness, by an officer
        duly authorized and the said LICENSEE has caused the same to be executed
        on the
        cover page of this Agreement, in the presence of a witness, by an officer
        duly
        authorized, in duplicate original copies, as of the date set forth on said
        cover
        page.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        A-SCHEDULED PATENTS

       

      The
        Scheduled Patents shall mean the following patents and patent
        applications:

       

      
        	
                PATENTS

              
	
                Country

              	
                Patent
                  Number

              
	 	 
	
                Australia

              	
                631,404

              
	
                Australia

              	
                644,170

              
	
                Australia

              	
                649,786

              
	
                Australia

              	
                653,582

              
	
                Australia

              	
                655,053

              
	
                Australia

              	
                655,535

              
	
                Australia

              	
                674,357

              
	
                Australia

              	
                677,688

              
	
                Australia

              	
                677,856

              
	
                Australia

              	
                682,913

              
	
                Australia

              	
                685,505

              
	
                Australia

              	
                694,131

              
	
                Austria

              	
                0
                  514 949

              
	
                Austria 

              	
                0
                  519 055

              
	
                Austria

              	
                0
                  520 068

              
	
                Austria

              	
                0
                  524 264

              
	
                Austria

              	
                0
                  560 413

              
	
                Austria

              	
                0
                  610 975

              
	
                Austria

              	
                0
                  664 943

              
	
                Austria

              	
                0
                  709 004

              
	
                Austria

              	
                0
                  709 005

              
	
                Austria

              	
                0
                  709 006

              
	
                Austria

              	
                0
                  716 787

              
	
                Belgium

              	
                0
                  208 712

              
	
                Belgium

              	
                0
                  481 374

              
	
                Belgium

              	
                0
                  514 949

              
	
                Belgium

              	
                0
                  519 055

              
	
                Belgium

              	
                0
                  520 068

              
	
                Belgium

              	
                0
                  524 264

              
	
                Belgium

              	
                0
                  560 413

              
	
                Belgium

              	
                0
                  610 975

              
	
                Belgium

              	
                0
                  664 943

              
	
                Belgium

              	
                0
                  709 004

              
	
                Belgium

              	
                0
                  709 005

              
	
                Belgium

              	
                0
                  709 006

              
	
                Belgium

              	
                0
                  716 787

              
	
                Canada

              	
                1,239,701

              
	
                Canada

              	
                1,301,337

              
	
                Canada

              	
                2,026,213

              
	
                Denmark

              	
                0
                  514 949

              
	
                Denmark

              	
                0
                  519 055

              
	
                Denmark

              	
                0
                  520 068

              
	
                Denmark

              	
                0
                  524 264

              
	
                Denmark

              	
                0
                  560 413

              
	
                Denmark

              	
                0
                  587 733

              
	
                Denmark

              	
                0
                  610 975

              
	
                Denmark

              	
                0
                  664 943

              
	
                Denmark

              	
                0
                  709 004

              
	
                Denmark

              	
                0
                  709 005

              
	
                Denmark

              	
                0
                  709 006

              
	
                Denmark

              	
                0
                  716 787

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        	
                Country

              	
                Patent
                  Number

              
	
                 

              	 
	
                France

              	
                0
                  208 712

              
	
                France

              	
                0
                  455 738

              
	
                France

              	
                0
                  481 374

              
	
                France

              	
                0
                  514 949

              
	
                France

              	
                0
                  519 055

              
	
                France

              	
                0
                  520 068

              
	
                France

              	
                0
                  524 264

              
	
                France

              	
                0
                  560 413

              
	
                France

              	
                0
                  587 733

              
	
                France

              	
                0
                  610 975

              
	
                France

              	
                0
                  664 943

              
	
                France

              	
                0
                  709 004

              
	
                France

              	
                0
                  709 005

              
	
                France

              	
                0
                  709 006

              
	
                France

              	
                0
                  716 767

              
	
                Germany

              	
                3587251

              
	
                Germany

              	
                69006011.4

              
	
                Germany

              	
                69026278.7

              
	
                Germany

              	
                69031737.9

              
	
                Germany

              	
                69032624.6

              
	
                Germany

              	
                69107841.6

              
	
                Germany

              	
                69125909

              
	
                Germany

              	
                69210689.8

              
	
                Germany

              	
                69214523.0

              
	
                Germany

              	
                69221616.2

              
	
                Germany

              	
                69311569.6

              
	
                Germany

              	
                69401512.1

              
	
                Germany

              	
                69401514.8

              
	
                Germany

              	
                69401517.2

              
	
                Germany

              	
                69401959.3

              
	
                Greece

              	
                0
                  524 264

              
	
                Italy

              	
                0
                  208 712

              
	
                Italy

              	
                0
                  481 374

              
	
                Italy

              	
                0
                  514 949

              
	
                Italy

              	
                0
                  519 055

              
	
                Italy

              	
                0
                  520 068

              
	
                Italy

              	
                0
                  524 264

              
	
                Italy

              	
                0
                  610 975

              
	
                Italy

              	
                0
                  664 943

              
	
                Italy

              	
                0
                  709 004

              
	
                Italy

              	
                0
                  709 005

              
	
                Italy

              	
                0
                  709 006

              
	
                Italy

              	
                0
                  716 787

              
	
                Japan

              	
                2
                  821 713

              
	
                Netherlands

              	
                0
                  455 738

              
	
                Netherlands

              	
                0
                  514 949

              
	
                Netherlands

              	
                0
                  519 055

              
	
                Netherlands

              	
                0
                  520 068

              
	
                Netherlands

              	
                0
                  524 264

              
	
                Netherlands

              	
                0
                  560 413

              
	
                Netherlands

              	
                0
                  587 733

              
	
                Netherlands

              	
                0
                  610 975

              
	
                Netherlands

              	
                0
                  664 943

              
	
                Netherlands

              	
                0
                  709 004

              
	
                Netherlands

              	
                0
                  709 005

              
	
                Netherlands

              	
                0
                  709 006

              
	
                Netherlands

              	
                0
                  716 787

              
	
                Singapore

              	
                P9692369-3

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                Country

              	
                Patent
                  Number

              
	 	 
	
                Singapore

              	
                P9692379-2
                  

              
	
                Spain
                  

              	
                0
                  514 949 

              
	
                Spain
                  

              	
                0
                  519 055 

              
	
                Spain
                  

              	
                0
                  520 068 

              
	
                Spain
                  

              	
                0
                  524 264 

              
	
                Spain
                  

              	
                0
                  560 413 

              
	
                Spain
                  

              	
                0
                  610 975 

              
	
                Spain
                  

              	
                0
                  664 943 

              
	
                Spain
                  

              	
                0
                  709 004 

              
	
                Spain
                  

              	
                0
                  709 005 

              
	
                Spain
                  

              	
                0
                  709 006 

              
	
                Spain
                  

              	
                0
                  716 787 

              
	
                Sweden
                  

              	
                0
                  514 949 

              
	
                Sweden
                  

              	
                0
                  519 055 

              
	
                Sweden
                  

              	
                0
                  520 068 

              
	
                Sweden
                  

              	
                0
                  524 264 

              
	
                Sweden
                  

              	
                0
                  560 413 

              
	
                Sweden
                  

              	
                0
                  610 975 

              
	
                Sweden
                  

              	
                0
                  664 943 

              
	
                Sweden
                  

              	
                0
                  709 004 

              
	
                Sweden
                  

              	
                0
                  709 005 

              
	
                Sweden
                  

              	
                0
                  709 006 

              
	
                Sweden
                  

              	
                0
                  716 787 

              
	
                Switzerland/Liechtenstein
                  

              	
                0
                  514 949 

              
	
                Switzerland/Liechtenstein
                  

              	
                0
                  519 055 

              
	
                Switzerland/Liechtenstein
                  

              	
                0
                  520 068

              
	
                Switzerland/Liechtenstein

              	
                0
                  524 264

              
	
                Switzerland/Liechtenstein
                  

              	
                0
                  560 413 

              
	
                Switzerland/Liechtenstein
                  

              	
                0
                  610 975 

              
	
                Switzerland/Liechtenstein

              	
                0
                  66 4943 

              
	
                Switzerland/Liechtenstein

              	
                0
                  709 004 

              
	
                Switzerland/Liechtenstein

              	
                0
                  709 005 

              
	
                Switzerland/Liechtenstein
                  

              	
                0
                  709 006 

              
	
                Switzerland/Liechtenstein
                  

              	
                0
                  716 787 

              
	
                Taiwan
                  

              	
                52,047
                  

              
	
                Taiwan
                  

              	
                53,726
                  

              
	
                Taiwan
                  

              	
                56,006
                  

              
	
                Taiwan
                  

              	
                60,430
                  

              
	
                United
                  Kingdom 

              	
                0
                  208 712 

              
	
                United
                  Kingdom 

              	
                0
                  455 738 

              
	
                United
                  Kingdom 

              	
                0
                  481 374 

              
	
                United
                  Kingdom 

              	
                0
                  514 949 

              
	
                United
                  Kingdom 

              	
                0
                  519 055 

              
	
                United
                  Kingdom 

              	
                0
                  520 068 

              
	
                United
                  Kingdom 

              	
                0
                  524 264 

              
	
                United
                  Kingdom 

              	
                0
                  560 413 

              
	
                United
                  Kingdom 

              	
                0
                  587 733 

              
	
                United
                  Kingdom 

              	
                0
                  610 975 

              
	
                United
                  Kingdom 

              	
                0
                  664 943 

              
	
                United
                  Kingdom 

              	
                0
                  709 004 

              
	
                United
                  Kingdom 

              	
                0
                  709 005 

              
	
                United
                  Kingdom 

              	
                0
                  709 006 

              
	
                United
                  Kingdom 

              	
                0
                  716 787

              
	
                United
                  States of America 

              	
                4,790,016

              
	
                United
                  States of America 

              	
                4,914,701

              
	
                United
                  States of America 

              	
                5,109,417

              
	
                United
                  States of America 

              	
                5,235,671

              
	
                United
                  States of America 

              	
                5,274,740

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                Country

              	
                Patent
                  Number

              
	 	 
	
                United
                  States of America 

              	
                5,291,557
                  

              
	
                United
                  States of America 

              	
                5,297,236
                  

              
	
                United
                  States of America 

              	
                5,357,594
                  

              
	
                United
                  States of America 

              	
                5,394,473
                  

              
	
                United
                  States of America 

              	
                5,479,562
                  

              
	
                United
                  States of America 

              	
                5,581,653
                  

              
	
                United
                  States of America 

              	
                5,583,962
                  

              
	
                United
                  States of America 

              	
                5,623,577
                  

              
	
                United
                  States of America 

              	
                5,632,003
                  

              
	
                United
                  States of America 

              	
                5,633,981
                  

              
	
                United
                  States of America

              	
                5,752,225

              


      

       

      
        PATENT
          APPLICATIONS


      

      
        	
                 

              
	
                Country

              	
                Application
                  Number

              
	 	 
	
                Canada

              	
                2
                  103 051

              
	
                Canada

              	
                2,053,064-2

              
	
                Canada 

              	
                2,059,141

              
	
                Canada

              	
                2,077,662

              
	
                Canada

              	
                2,077,668

              
	
                Canada

              	
                2,140,678

              
	
                Canada

              	
                2,142,092

              
	
                Canada

              	
                2,164,964

              
	
                Canada

              	
                2,165,450

              
	
                Canada

              	
                2,166,551

              
	
                Canada

              	
                2,167,527

              
	
                China

              	
                91
                  102 167.1

              
	
                Japan

              	
                3-508357

              
	
                Japan

              	
                4-503836

              
	
                Japan

              	
                4-504474

              
	
                Japan

              	
                5-500680

              
	
                Japan

              	
                6-510170

              
	
                Japan

              	
                7-504717

              
	
                Japan

              	
                7-504747

              
	
                Japan

              	
                7-504753

              
	
                Japan

              	
                7-508213

              
	
                Korea

              	
                90-702194

              
	
                Korea

              	
                92-702095

              
	
                Korea

              	
                92-702096

              
	
                Korea

              	
                92-702394

              
	
                Korea

              	
                95-700769

              
	
                Korea

              	
                1999-3414

              
	
                Korea

              	
                1999-3418

              
	
                Singapore

              	
                9603970-6

              
	
                Singapore

              	
                9608134-4

              
	
                Singapore

              	
                9608135-1

              
	
                Singapore

              	
                9608275-5

              
	
                Singapore

              	
                9608277-1

              
	
                Singapore

              	
                9608307-6

              
	
                Singapore

              	
                9608335-7

              
	
                Singapore

              	
                9608341-5

              
	
                Singapore

              	
                9608577-4

              
	
                Singapore

              	
                9608674-9

              
	
                Singapore

              	
                9608675-6

              
	
                Singapore

              	
                9608676-4

              
	
                United
                  States of America

              	
                08/819,582

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      APPENDIX
        B - “DOLBY DIGITAL AUDIO SYSTEM”

       

      Compliance
        with the algorithm description and operating parameters as specified in ATSC
        document A/52, the “Dolby Digital Licensee Information Manual”, the “Software
        Interface Protocol” issued by Dolby and any further reasonable specifications
        and requirements as DOLBY may issue from time to time.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        C - DOLBY DIGITAL LICENSEE INFORMATION MANUAL