Dolby

              	
                Dolby
                  Laboratories Licensing
                  Corporation

              


      

       

      
        
          

        

      

      L6IMP/SYS.01

      DOLBY
        LABORATORIES
        LICENSING CORPORATION

       

      IMPLEMENTATION
        AND SYSTEM LICENSE AGREEMENT

       

      This
        Implementation and System License Agreement is entered into by and between
        the
        following parties:

       

      
        	
                Dolby
                  Laboratories Licensing Corporation

              	
                and

              	
                Scopus
                  Network Technologies

              
	
                a
                  New York Corporation

              	 	
                (“License”)

              
	
                (“Licensor”)

              	 	
                of
                  10 Ha’amal St., Park Afek

              
	
                of
                  100 Potrero Avenue

              	 	
                Rosh
                  Ha’ayin 48092

              
	
                San
                  Francisco, CA 94103-4813 

              	 	
                Israel

              
	
                United
                  States of America

              	 	
                telephone:
                  972-3-900-7885

              
	
                telephone:
                  (415) 558-0200

              	 	 
	
                facsimile:
                  (415) 863-1373

              	 	 


      

      


      
        	
                EFFECTIVE
                  DATE:

              	 	
                22
                  February 2005

              
	 	 	 
	
                EXPIRATION
                  DATE:

              	 	
                30
                  June 2009

              
	 	 	 
	
                TERRITORY:

              	 	
                Manufacturing:
                  Worldwide

                Sales:
                  Worldwide 

              
	 	 	 
	
                LICENSED
                  PRODUCT:

              	 	
                Professional
                  Hardware — See Appendix F: Schedule of

                Licensed
                  Products

              
	 	 	 
	
                LICENSED
                  TECHNOLOGY:

              	 	
                Dolby
                  Digital Professional Encoder

              
	 	 	 
	
                INITIAL
                  FEE:

              	 	
                0$
                  (Zero USD) fee paid per previous agents

              
	 	 	 
	
                AGREEMENT
                  NO:

              	 	
                11203

              


      

       

      
        
          Licensor's
            bank and account number for wire transfer of payments:

        

      

      
        	
                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
                  Routing Number:

              	
                121000248

              


      

       

      By
        signing below, Licensor and Licensee agree to all the terms of this Agreement
        including the accompanying Terms and Conditions and all associated Appendices,
        which are incorporated in full by this reference and are attached to this
        signature page and consisting of 32 pages. This Agreement is deemed to be
        executed in San Francisco, California, regardless of the location of the
        respective parties.

       

      
        	
                
                  
                    ON
                      BEHALF OF LICENSOR

                  

                

              	
                
                  
                    ON
                      BEHALF OF LICENSEE

                  

                

              
	 	 
	
                Signature:
                  

              	
                /s/
                  Gretchen K. Likander

              	
                Signature:
                  

              	
                /s/
                  Itzik
                  Ben Bassat

              
	
                Name:
                  

              	
                
                  Gretchen
                    K. Likander

                

              	
                Name:
                  

              	
                Itzik
                  Ben Bassat

              
	
                Title:
                  

              	
                
                  Authorized
                    representative

                  
                    Manager, Intellectual
                      Property Licensing

                  

                

              	
                Title:
                  

              	
                Vice
                  President R&D

              
	
                Place:
                  

              	
                San
                  Francisco, California USA

              	
                Place:
                  

              	
                Tel
                  Aviv, Israel

              
	
                Date:
                  

              	
                22
                  February 2005

              	
                Date:
                  

              	
                15/2/05

              


      

       

      LICENSEE
        MAY ONLY RECEIVE ITEMS CONTAINING DOLBY INTELLECTUAL PROPERTY IF LICENSEE
        IS
        LISTED ON LICENSOR’S CURRENT LIST OF QUALIFIED RECIPIENTS FOR THE LICENSED
        TECHNOLOGY AT THE TIME OF SUPPLY.

       

      


      
        
          

        

      

      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.

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      DOLBY
        LABORATORIES PROFESSIONAL PRODUCT
        LICENSE AGREEMENT

       

      TERMS
        AND CONDITIONS

       

      TABLE
        OF CONTENTS


      

        
          	
                  INTRODUCTION

                	
                  4

                
	 	 
	
                  MAIN
                    DEFINITIONS

                	
                  4

                
	 	 
	
                  ADVANCEMENTS

                	
                  4

                
	
                  APPROVED
                    SUSCONTRACTOR

                	
                  4

                
	
                  CHANGE
                    OF CONTROL

                	
                  4

                
	
                  DELIVERABLES

                	
                  4

                
	
                  DOLBY
                    INTELLECTUAL PROPERTY

                	
                  4

                
	
                  EXPIRATION
                    DATE 

                	
                  4

                
	
                  INITIAL
                    FEE 

                	
                  4

                
	
                  IMPLEMENTATION

                	
                  4

                
	
                  LICENSED
                    PRODUCT

                	
                  4

                
	
                  Licensed
                    Technology

                	
                  5

                
	
                  PATENTS

                	
                  5

                
	
                  QUALIFIED
                    RECIPIENT

                	
                  5

                
	
                  QUALIFIED
                    SUPPLIER

                	
                  5

                
	
                  SALE,
                    SELL OR SOLD

                	
                  5

                
	
                  Term

                	
                  5

                
	
                  TERRITORY

                	
                  5

                
	
                  TRADEMARK
                    RULES

                	
                  5

                
	
                  Trademarks
                    and Trade Name

                	
                  5

                
	
                  GRANT
                    OF RIGHTS

                	
                  5

                
	
                  GRANT

                	
                  5

                
	
                  NO
                    SUB-LICENSE

                	
                  6

                
	
                  ACKNOWLEDGEMENT
                    OF LICENSOR’S RIGHTS

                	
                  6

                
	
                  NO
                    REVERSE ENGINEERING

                	
                  6

                
	
                  INJUNCTIVE
                    RELIEF

                	
                  6

                
	
                  ADVANCEMENTS

                	
                  6

                
	
                  DEVELOPMENT
                    PROGRAM

                	
                  6

                
	
                  DELIVERABLES

                	
                  6

                
	
                  PROTOTYPE
                    DEVELOPMENT

                	
                  7

                
	
                  PROTOTYPE
                    TESTING

                	
                  7

                
	
                  PERMITTED
                    ACTIVITIES AFTER APPROVAL

                	
                  7

                
	
                  LICENSEE’S
                    OBLIGATIONS

                	
                  7

                
	
                  THIRD-PARTY
                    INFRINGEMENTS

                	
                  7

                
	
                  THIRD-PARTY
                    TRANSACTIONS

                	
                  7

                
	
                  RESPONSIBILITY
                    TO VERIFY STATUS OF THIRD PARTIES

                	
                  8

                
	
                  STANDARDIZATION
                    AND QUALITY

                	
                  8

                
	
                  NOTICES
                    AND MARKINGS

                	
                  8

                
	
                  REPORTS
                    AND PAYMENTS

                	
                  8

                
	
                  INITIAL
                    FEE

                	
                  8

                
	
                  ROYALTY
                    PAYMENTS

                	
                  8

                
	
                  NON-PATENT
                    COUNTRY

                	
                  8

                
	
                  PAYMENTS

                	
                  8

                
	
                  QUARTERLY
                    REPORTS

                	
                  9

                
	
                  INSPECTION
                    OF BOOKS AND RECORDS

                	
                  9

                
	
                  UNREPORTED
                    AND UNAUTHORIZED SALES

                	
                  9

                
	
                  THIRD-PARTY
                    INFORMATION

                	
                  10

                
	
                  FAILURE
                    TO PROVIDE REPORTS OR UNDER REPORTING

                	
                  10

                
	
                  INCOMPLETE
                    REPORTS

                	
                  10

                
	
                  EXPIRATION
                    AND TERMINATION

                	
                  10

                
	
                  EXPIRATION
                    AND EXTENSION

                	
                  10

                
	
                  TERMINATION
                    ON THIRTY DAYS NOTICE

                	
                  10

                
	
                  IMMEDIATE
                    TERMINATION

                	
                  11

                
	
                  EFFECT
                    OF CERTAIN TERMINATIONS

                	
                  11

                
	
                  TERMINATION
                    FOR NON-USE

                	
                  11

                
	
                  TERMINATION
                    FOR OBSOLETE TECHNOLOGY

                	
                  11

                
	
                  SELL-OFF
                    RIGHTS

                	
                  11

                
	
                  DUTY
                    TO RETURN OR DESTROY

                	
                  11

                
	
                  BANKRUPTCY

                	
                  12

                
	
                  SUSPENSION
                    OF LICENSEE

                	
                  12

                
	
                  REPRESENTATIONS,
                    WARRANTIES AND INDEMNITIES

                	
                  12

                
	
                  LICENSER’S
                    REPRESENTATIONS

                	
                  12

                
	
                  LIMITATIONS
                    ON LIABILITY AND DAMAGES

                	
                  12

                
	
                  LICENSEE’S
                    REPRESENTATIONS

                	
                  12

                
	
                  INDEMNITY

                	
                  13

                
	
                  GENERAL
                    TERMS

                	
                  13

                
	
                  APPENDICES
                    & UPDATES

                	
                  13

                
	
                  ENTIRE
                    AGREEMENT

                	
                  13

                
	
                  EFFECTIVE
                    DATE OF LICENSOR’S UPDATES

                	
                  14

                
	
                  COSTS
                    AND TIMELINESS

                	
                  14

                
	
                  UNENFORCEABILITY

                	
                  14

                
	
                  MODIFICATION
                    AND WAIVER

                	
                  14

                
	
                  NOTICES

                	
                  14

                
	
                  PUBLIC
                    STATEMENTS

                	
                  14

                
	
                  JURISDICTION,
                    VENUE AND GOVERNING LAW

                	
                  14

                
	
                  ATTORNEYS’
                    FEES AND ENFORCEMENT

                	
                  14

                
	
                  ASSIGNMENT

                	
                  15

                
	
                  SURVIVAL

                	
                  15

                
	
                  LIMITATION
                    OF AUTHORITY

                	
                  15

                
	
                  EXPORT

                	
                  15

                
	
                  WAIVER
                    OF UCITA

                	
                  15

                
	 	 
	
                  APPENDIX
                    A: SCHEDULE OF PATENTS

                	 
	 	 
	
                  APPENDIX
                    B: LIST OF DELIVERABLES

                	 
	 	 
	
                  APPENDIX
                    C: SCHEDULE OF TRADEMARKS

                	 
	 	 
	
                  APPENDIX
                    D: SCHEDULE
                    OF NOTICES

                	 
	 	 
	
                  APPENDIX
                    E: SCHEDULE OF ROYALTIES

                	 
	 	 
	
                  APPENDIX
                    F: PRODUCT SPECIFICATIONS

                	 


        

      

    

    
      
          

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INTRODUCTION

     

    The
      parties enter into this Agreement with reference to the following:

     

    Licensor
      owns or has rights to license intellectual property including copyrights,
      patents, trademarks, technologies and processes; and

     

    Licensee
      desires to obtain and use certain technology and intellectual property rights
      from Licensor to enable Licensee to make and sell Implementations of the
      Licensed Technology (each as defined below) to an intermediate (rather than
      an
      end-user) and to make and sell licensed products to a professional end-user
      market;

     

    For
      and
      in consideration of the mutual covenants made and other good and valuable
      consideration exchanged, the receipt and sufficiency of which is acknowledged,
      the parties hereby covenant and agree as follows:

     

    
      
        1.    MAIN
          DEFINITIONS.
          The
          following terms as used in this Agreement shall have the meanings set forth
          below:

      

    

     

    
      	 	
              1.1.

            	
              “Advancements”means
                improvements or modifications to the Licensed Technology which enhance
                the
                sound quality or which expand the applications to which the Licensed
                Technology may be put. Advancements do not include any customization
                of
                the Licensed Technology which only optimizes quality or performance
                on a
                specific platform and not
                generally.

            


    

     

    
      	 	
              1.2.

            	
              “Approved
                Subcontractor”
                means a third party approved in advance in writing by Licensor to
                manufacture Implementations or Licensed Products or any part thereof
                containing Dolby Intellectual Property, only for or at the request
                of
                Licensee.

            


    

     

    
      	 	
              1.3.

            	
              “Change
                of Control”
                means a change in the controlling interest of Licensee or a majority
                of
                its assets, including, without limitation, (i) a sale of Licensee,
                (ii)
                the acquisition, by another entity that does not currently own more
                than
                50% of the ownership interests in Licensee, of ownership interests
                aggregating, with prior holdings, more than 50% of the ownership
                interests
                in Licensee (whether directly or indirectly or through one or more
                affiliates), (iii) a merger, sale or consolidation of Licensee, or
                Licensee’s assets, after which the owners of Licensee prior to such event
                own less than 50% of the total combined voting power or the stock
                or other
                ownership interests of the purchasing
                entity.

            


    

     

    
      	 	
              1.4.

            	
              “Deliverables”
                means the package of materials, thee contents of which are itemized
                at
                Appendix B entitled, “List of Deliverables,” as updated from time to time
                by Licensor at its discretion.

            


    

     

    
      	 	
              1.5.

            	
              “Dolby
                Intellectual Property” or “Dolby IP”
                means the Trademarks, know-how, copyrighted works and the Patents
                relating
                to the Licensed Technology both (i) currently owned, controlled or
                licensable by Licensor and (ii) such other know-how and copyrighted
                works,
                which Licensor may subsequently deem included in the rights granted
                hereunder as necessary to the practice of
                the Licensed Technology.

            


    

     

    
      	 	
              1.6.

            	
              “Expiration
                Date”
                means the date identified as the Expiration Date on the cover page
                of this
                Agreement.

            


    

     

    
      	 	
              1.7.

            	
              “Initial
                Fee”
                is
                the amount set forth on the cover page of this Agreement and as further
                described In paragraph 5.1 (Initial Fee)
                below.

            


    

     

    
      	 	
              1.8.

            	
              “Implementation”
                means a component intended to be included in a Licensed Product that
                implements or enables the Licensed Technology to function in the
                Licensed
                Product, including, e.g.,
                an integrated circuit or other similar type of electronic device
                or
                software in object code form, printed circuit board, module, subassembly
                and/or software library; supplied only for an Intermediate market.
                An
                Implementation is not a complete, ready-to-use, product intended
                for final
                end-users.

            


    

     

    
      	 	
              1.9.

            	
              “Licensed
                Product”
                means a professional market product intended primarily for business
                or
                commercial use that:

            


    

     

    
      	 	
              1.9.1.

            	
              is
                the type of product or one of the types of products identified as
                such on
                the cover page of this Agreement and as specified in the
                Deliverables;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.9.2.

            	
              contains
                an approved Implementation;

            


    

     

    
      	 	
              1.9.3.

            	
              is
                intended to perform the Licensed
                Technology;

            


    

     

    
      	 	
              1.9.4.

            	
              is
                not a stand-alone audio product (which is a complete self contained
                unit
                including power supply, input/output Interfaces, and control means)
                and

            


    

     

    
      	 	
              1.10.

            	
              “Licensed
                Technology”
                means the Dolby technology identified on the signature page of this
                Agreement.

            


    

     

    
      	 	
              1.11.

            	
              “Patents”
                means all the issued patents and pending patent applications scheduled
                at
                Appendix A entitled, “Schedule of Patents”; and such additional later
                issued or acquired patents that Licensor shall deem to be included
                in the
                Dolby IP as necessary to the practice of the Licensed
                Technology.

            


    

     

    
      	 	
              1.12.

            	
              “Qualified
                Recipient”
                means an entity which is authorized by Licensor to receive Implementations
                from Qualified Suppliers and to produce Licensed Products. A Schedule
                listing Qualified Recipients is included in the Deliverables and
                may be
                updated by Licensor from time to time and sent to Licensee or made
                available to Licensee electronically, e.g., on a website or “extranet”
                established for that purpose.

            


    

     

    
      	 	
              1.13.

            	
              “Qualified
                Supplier”
                means an entity which is authorized by and in good
                standing with Licensor
                to Sell Implementations to an intermediate market consisting only
                of
                Qualified Recipients and other Qualified
                Suppliers.

            


    

     

    
      	 	
              1.14.

            	
              “Sale,
                Sell” or “Sold”
                or
                any variation thereof means (as the context requires) to sell, supply,
                offer for sale, dispose, rent, lend, lease, commercialize, exploit,
                distribute, or otherwise transfer in exchange for money or any other
                form
                of compensation or consideration. A Licensed Product will be considered
                Sold when invoiced or otherwise shipped, distributed, or used (whichever
                event occurs first) with such exceptions as described in paragraph
                5.2
                (Royalty Payments) below.

            


    

     

    
      	 	
              1.15.

            	
              “Term”
                means the period commencing on the Effective Date and ending on the
                Expiration Date or on such earlier date as this Agreement may be
                terminated pursuant to its terms.

            


    

     

    
      	 	
              1.16.

            	
              “Territory”
                means the territory described on the cover page of this
                Agreement.

            


    

     

    
      	 	
              1.17.

            	
              “Trademark
                Rules”
                means the rules applicable to the use of the Trademarks as contained
                within the Deliverables delivered to Licensee and as modified by
                Licensor
                from time to time and delivered to
                Licensee.

            


    

     

    
      	 	
              1.18.

            	
              “Trademarks”
                means all the words and symbols identified as Trademarks at Appendix
                C
                entitled, “Schedule of Trademarks” as updated by Licensor from time to
                time and made available to Licensee. The trade name, “Dolby Laboratories”
                may only be used as specified in Appendix D, or with Licensor’s prior
                written approval.

            


    

     

    2.    GRANT
      OF
      RIGHTS.

     

    
      	 	
              2.1.

            	
              Grant.
                Subject to all the terms and conditions of this Agreement, Licensor
                hereby
                grants to Licensee a personal, indivisible, non-exclusive license
                for the
                Term and in the Territory.

            


    

     

    
      	 	
              2.1.1.

            	
              To
                use the Dolby IP to make a prototype of an Implementation and, upon
                approval of the prototype by Licensor, to make Implementations based
                thereon and to make and to Sell Implementations only to Qualified
                Recipients;

            


    

     

    
      	 	
              2.1.2.

            	
              To
                use the Dolby IP to design and make prototypes of Licensed Products
                incorporating one or more Implementations and, upon approval of the
                prototype by Licensor, to integrate such Implementations into Licensed.
                Products and to make and to Sell Licensed
                Products;

            


    

     

    
      	 	
              2.1.3.

            	
              To
                have approved Implementations or Licensed Products made by a third-party
                manufacturer who is an Approved Subcontractor and who Sells
                those Implementations
                or Licensed Products only to Licensee;
                and

            


    

     

    
      	 	
              2.1.4.

            	
              If
                Licensee chooses to use the Trademarks, to mark Implementations or
                Licensed Products, to use the Trademarks only in accordance with
                the
                Trademark Rules.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.2.

            	
              No
                Sub-license.
                Licensee may not sub-license or grant any rights Licensee has under
                this
                Agreement to any third party except as expressly provided in this
                Agreement or with the prior written consent of
                Licensor.

            


    

     

    
      	 	
              2.3.

            	
              Acknowledgement
                of Licensor’s Rights.
                Licensee acknowledges that Licensee has no ownership rights in and
                to the
                Dolby Intellectual Property and agrees
                that:

            


    

     

    
      	 	
              2.3.1

            	
              Licensee
                will take no action, directly or indirectly or through cooperation
                with
                any third party, to challenge the validity or ownership
                of any Dolby Intellectual Property;

            


    

     

    
      	 	
              2.3.2

            	
              Any
                rights that may subsequently accrue in the Trademarks or in the trade
                name
                “Dolby Laboratories” as a result of Licensee’s activity will inure solely
                to the benefit of Licensor;

            


    

     

    
      	 	
              2.3.3

            	
              Licensee
                will not file any application for registration of the Trademarks
                or any
                mark, symbol or phrase, in any language, which is confusingly similar
                to
                the Trademarks and shall not use any mark, symbol or phrase, in any
                language, which is confusingly similar to the Trademarks;
                and

            


    

     

    
      	 	
              2.3.4.

            	
              The
                Deliverables are the property of Licensor and Licensee agrees that
                it:

            


    

     

    
      	 	
              2.3.4.1.

            	
              Acquires
                no rights to any of the materials or Dolby Intellectual Property
                they
                contain;

            


    

     

    
      	 	
              2.3.4.2.

            	
              Shall
                not Sell any portion of the Deliverables, nor permit any lien or
                other
                encumbrances
                with respect to any portion of the Deliverables;
                and

            


    

     

    
      	
            	2.3.4.3.	
              Shall
                treat the Deliverables as the confidential information of Licensor
                and
                shall not disclose any portion of its contents to any third party
                without
                Licensor’s prior written consent.

            


    

     

    
      	 	
              2.4.

            	
              No
                Reverse Engineering.
                Except as is necessary for the creation of Implementations and Licensed
                Products under this Agreement, Licensee may not otherwise engage
                directly
                or indirectly in the disassembly, reverse engineering, de-compilation,
                modification, making of derivative works, or translation of the
                Deliverables or of any other products containing Dolby Intellectual
                Property. Upon request, Licensor shall provide Licensee with information
                needed to achieve interoperability with other programs within the
                meaning
                of the European Union Directive on the Legal Protection of Computer
                Programs.

            


    

     

    
      	 	
              2.5.

            	
              Injunctive
                Relief.
                Licensee acknowledges that any actual or threatened violation by
                Licensee
                of this Section 2, of paragraphs 4.2 (Third-Party Transactions) of
                this
                Agreement, of any other actual or threatened infringement of the
                Dolby.
                Intellectual Property will cause irreparable Injury to Licensor for
                which
                monetary damages would not be an adequate remedy and in such event,
                the
                Licensee agrees that Licensor shall be entitled to obtain injunctive
                relief in any court or forum of competent jurisdiction in addition
                to
                pursuing any other available legal
                remedies.

            


    

     

    
      	 	
              2.6.

            	
              Advancements.
                With respect to any Advancements that Licensee develops or causes
                to be
                developed, Licensee hereby grants to Licensor a worldwide, irrevocable,
                royalty free, non-exclusive license, including the right to sublicense.
                Licensee shall immediately notify Licensor of any Advancement that
                it
                develops or.
                causes to be developed, and shall use reasonable efforts to make
                full and
                timely disclosure to Licensor with regard to the nature and manner
                of
                applying and utilizing such Advancement. Such disclosure shall be
                in
                writing and shall state whether Licensee intends to apply for patent
                protection. If Licensee does not intend to file for patent protection
                of
                the Advancement, then Licensor may do so at its own expense. If either
                party chooses to file for patent protection, the other party shall
                cooperate to the extent necessary and the filing party will reimburse
                the
                cooperating party for all costs reasonably related to such
                cooperation.

            


    

     

    3.    DEVELOPMENT
      PROGRAM.

     

    
      	 	
              3.1.

            	
              Deliverables.
                Licensor will provide the Deliverables to Licensee as soon as reasonably
                practicable following the full execution of this Agreement. As specified
                in paragraph 2.3.4.3, (Acknowledgement of Licensor’s Rights) the contents
                of the Deliverables are to be treated as confidential and may not
                be
                disclosed by Licensee to any third party without Licensor’s
                prior written approval.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.2.

            	
              Prototype
                Development.
                Licensee will use the Deliverables to develop a prototype of each
                Implementation and of each Licensed Product consistent with any
                specifications for Implementations and Licensed Products contained
                in the
                latest version of the Deliverables delivered to Licensee and will
                submit
                prototypes for testing by Licensor as described in paragraph 3.3
                (Prototype Testing) below. If Licensee does not submit a prototype
                to
                Licensor for testing within twelve (12) months of Licensor making
                the
                Deliverables available to Licensee, this Agreement and all rights
                granted
                pursuant to its terms shall automatically terminate as of the expiration
                of
                the
                twelve (12) month period.

            


    

     

    
      	 	
              3.3.

            	
              Prototype
                Testing.
                As further detailed in the Deliverables and to ensure compatibility
                and
                interoperability of
                Licensee’s
                Implementation and Licensed Products with other applications of the
                Licensed Technology:

            


    

     

    
      	 	
              3.3.1.

            	
              Licensee
                will deliver prototypes of each of Licensee’s Implementations and of each
                of Licensee’s Licensed Products (at least one from each product family) at
                its own expense to Licensor’s San Francisco facilities or to such other
                facilities as may be designated by Licensor for testing purposes,
                together
                with such materials as are specified in the Deliverables or otherwise
                reasonably required by Licensor to facilitate
                testing;

            


    

     

    
      	 	
              3:3.2.
                

            	
              Licensor
                will test the prototype for compliance with Licensor’s technical quality
                and performance standards and to ensure that the prototype is an
                intended
                application of the Licensed Technology. Among the examples of the
                factors
                to be considered by Licensor are: (i) the capacity of the prototype
                to
                perform as accurately as Licensor’s reference product; (ii) the
                acceptability of comparative listening tests or similar comparison
                tests;
                (iii) the prototype’s compliance with the specifications and operating
                parameters and other usage requirements contained in the Deliverables,
                including those specific to the Implementation or Licensed Product;
                (iv)
                the prototype’s compliance with those quality standards that apply to
                aspects of Licensed Products which influence or reflect upon the
                quality
                or performance of the Licensed Product as perceived by the end-user;
                (v)
                the prototype’s capacity to faithfully decode or encode content employing
                the Technology; and (vi) satisfaction of reasonable standards of
                quality
                and workmanship;

            


    

     

    
      	 	
              3.3.3.

            	
              Licensor
                will notify Licensee of its testing results as soon as practicable
                and, if
                necessary, advise with regard to any required remedial action;
                and

            


    

     

    
      	 	
              3.3.4.
                

            	
              Prototypes
                shall not be returned to Licensee unless Licensee makes a written
                request
                for such return at the time the prototype is delivered to Licensee,
                it being agreed that in such event Licensee shall pay all return
                shipping
                costs.

            


    

     

    
      	 	
              3.4

            	
              Permitted
                Activities after Approval.
                If an Implementation prototype is approved, Licensor shall give Licensee
                formal notice thereof, and thereafter Licensee may make and either
                sell to
                Qualified Recipients or integrate Implementations consistent with
                such
                approved prototype into its Licensed Products (but may not make or
                Sell
                Licensed Products unless the prototype for the Licensed Product is
                also
                approved). If the Licensed Product prototype is approved, Licensor
                shall
                give Licensee formal notice thereof, and thereafter Licensee may
                make and
                Sell Licensed Products consistent
                with such approved prototype. Any redesign of an Implementation or
                a
                Licensed Product shall require compliance with the then current version
                of
                the Deliverables and Licensee shall be required to again submit the
                redesign to Licensor for testing and
                approval.

            


    

     

    
      4.    LICENSEE’S
        OBLIGATIONS.

    

     

    
      	 	
              4.1.

            	
              Third-Party
                Infringements.
                Licensee shall promptly notify Licensor of any information it obtains
                regarding known or suspected infringement of the Dolby IP by third
                parties
                and shall cooperate with Licensor with respect to Licensor’s
                investigations and legal actions relating to the enforcement of Licensor’s
                intellectual property rights.

            


    

     

    
      	 	
              4.2.

            	
              Third-Party
                Transactions.
                Licensee shall not purchase Implementations from third parties and
                shall
                Sell Implementations only to third parties who are Qualified Suppliers
                or
                Qualified Recipients in good standing at the time the Implementations
                are
                to be delivered.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.3.

            	
              Responsibility
                to Verifv Status of Third Parties.
                Licensee is responsible for verifying that any third party to whom
                it
                supplies Implementations is a Qualified Recipient or is another Qualified
                Supplier at the time such Implementations are supplied to such party.
                For
                purposes of this paragraph, Licensee will be deemed to have satisfied
                its
                verification obligation with respect
                to Qualified
                Recipients if it confirms the status of the entity to whom it proposes
                to
                deliver Implementations by referencing the list maintained on Licensor’s
                extranet immediately prior to delivery of the Implementations to
                such
                party.

            


    

     

    
      	 	
              4.4.

            	
              Standardization
                and Quality.
                Implementations and Licensed Products must comply with Licensor’s
                reasonable quality standards as specified in the
                Deliverables.

            


    

     

    
      	 	
              4.5.

            	
              Notices
                and Markings.
                If Licensee chooses to use Dolby Trademarks in association with
                Implementations or Licensed Products, Licensee shall do so as specified
                in
                Appendix D (the “Schedule of Notices”) as updated by Licensor from time to
                time, and with other relevant provisions of the
                Deliverables.

            


    

     

    5.    REPORTS
      AND PAYMENTS.

     

    
      	 	
              5.1.

            	
              Initial
                Fee.
                It is understood that it is a pre-condition of this license that
                Licensee
                pre-pay the Initial Fee set forth on the cover page of this Agreement
                for
                deposit by Licensor into an escrow account and that, upon full execution
                of this Agreement by both parties, such monies become due and owing
                to
                Licensor and Licensor is authorized to withdraw the Initial Fee from
                the
                escrow account and deposit it in its general account. It is understood
                that the Initial Fee is an administrative fee related to costs incurred
                by
                Licensor in the establishment of the licensing relationship and is
                nonrefundable upon full execution of this Agreement and is neither
                consideration for the right to use Dolby Intellectual Property nor
                a
                royalty payment.

            


    

     

    
      	 	
              5.2.

            	
              Royalty
                Payments.
                In accordance with Appendix E entitled “Schedule of Royalties”, Licensee
                will pay to Licensor royalties on all Licensed Products Sold during
                a
                calendar quarter within 30 days after the end of each such calendar
                quarter. A Licensed Product will be considered Sold when invoiced
                or
                otherwise shipped, distributed, or used (whichever event occurs first);
                except for returns, which are Licensed Products returned to Licensee
                by
                its customer on which Licensee gives credit to that customer and
                are not
                re-distributed (Licensee must pay royalties on any returns which
                are later
                re-distributed).

            


    

     

    
      	 	
              5.3.

            	
              Non-Patent
                Country.
                If a Licensed Product is made, used, and Sold in a country in
                the
                Territory where there are no Patents or applications for Patents
                or where
                all applicable Patents have expired (a “Non-Patent Country”), then
                royalties for that Licensed Product may be discounted as set forth
                in the
                Schedule of Royalties. Quarterly Reports in which deductions are
                claimed
                must specify the country in which the Licensed Products were made
                and the
                country in which the Licensed Products were Sold. Notwithstanding
                the
                foregoing, discounted royalties shall not be available if Licensor
                has
                reason to believe that any such Licensed Products made, used and
                Sold in a
                Non-Patent Country become available to end-users in other than a
                Non-Patent Country.

            


    

     

    
      	 	
              5.4.

            	
              Payments.
                All payments due will be made by wire transfer in United States funds
                to
                Licensor’s bank as identified on the cover page of this Agreement (or such
                other bank as Licensor may from time to time designate). All payments
                due
                are
                exclusive of all local fees, taxes, duties, or charges of any kind,
                which
                will not be deducted from them and will be for Licensee’s account, unless,
                upon receipt of official documentation, Licensor is able to offset
                such
                deductions against Licensor’s own tax liabilities. 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 agreements will be borne by Licensee. All payments
                are
                non refundable. Excess payments (as applicable) may be applied by
                Licensor
                to the next payment due. Interest is due on all late payments and
                will be
                calculated at the lower of (a) 1.5% per month, or (b) the maximum
                legal
                rate, until paid.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.5.

            	
              Quarterly
                Reports.

            


    

     

    
      	 	
              5.5.1.

            	
              Within
                thirty days of the end of each calendar quarter commencing with the
                calendar quarter in which this Agreement is executed, Licensee will
                deliver to Licensor reports detailing all Sales of any implementations
                and
                Licensed Products during the previous calendar quarter (or previously
                unreported), along with good faith estimates for the next quarter
                and any
                planned addition to the product lines which include Licensed Products
                (“Quarterly Reports”). For reporting purposes, an
                Implementation or Licensed Product shall be considered Sold when
                invoiced,
                or, if not invoiced, when shipped, transferred, delivered or otherwise
                disposed of. For each such Implementation or Licensed Product, Quarterly
                Reports shall be prepared using Licensee’s best efforts to ensure accuracy
                and shall be made on the form and in the format prescribed by Licensor
                from time to time and contain:

            


    

     

    
      	 	
              5.5.1.1.

            	
              Brand
                names, product descriptions and model
                numbers;

            


    

     

    
      	 	
              5.5.1.2.

            	
              Serial
                number (if the Licensed Product or Implementation is
                serialized);

            


    

     

    
      	 	
              5.5.1.3.

            	
              Identification
                of the Licensed Technology
                contained in the
                Implementation and, if applicable, the number of channels enabled
                per
                Implementation; and the total number of applicable royalty units
                per
                product in accordance with Appendix
                E;

            


    

     

    
      	 	
              5.5.1.4.

            	
              The
                total number of any additional upgradeable royalty units per product
                in
                accordance with Appendix E;

            


    

     

    
      	 	
              5.5.1.5.

            	
              The
                quantity made or Sold and (with respect to Implementations only)
                the
                identity of the purchaser and receiving party; including any quantity
                which Licensee claims is exempt for any reason from the payment of
                royalties and the reason Licensee believes such exemption applies;
                and

            


    

     

    
      	 	
              5.5.1.6.

            	
              The
                countries in which the Implementation or Licensed Product was made
                and
                Sold.

            


    

     

    
      	 	
              5.5.2.

            	
              In
                the event any of the above-required information does not apply to
                Licensee, Licensee shall so state and explain in the Quarterly
                Report.

            


    

     

    
      	 	
              5.5.3.

            	
              It
                is agreed that Licenser shall have the right at any time to require
                that
                Quarterly Reports contain or be supplemented by other information
                Licensor
                may deem necessary to enforce Licensor’s rights with respect to third
                parties.

            


    

     

    
      	 	
              5.6.

            	
              Inspection
                of Books and Records.
                Licensee shall keep complete books and records, relating to its reporting
                obligations under this Agreement for a period of three years from
                delivery
                of the Quarterly Report to which the information relates. At its
                own
                expense, during business hours, upon at least ten calendar days’ notice,
                and not more often than once a year, Licensor or Licensor’s agent(s) may
                inspect, examine and make abstracts of such books and records as
                necessary
                to verify the accuracy of Licensee’s Quarterly Reports. Licensee shall
                cooperate with this examination and provide reasonable access to
                all
                information that will allow the examination to be completed in a
                timely
                manner.

            


    

     

    
      	 	
              5.7.

            	
              Unreported
                and Unauthorized Sales.
                If Licensee has under-reported the number of Implementations Sold
                by
                Licensee or the number of Licensed Products Sold by Licensee for
                any
                period (the “Unreported Sales”) by at least five percent, but in any event
                by an amount on which royalties in excess of $1000 are payable, whether
                revealed by Licensor’s inspection of the relevant records of the Licensee
                or otherwise (the “Unreported Sales”) or has Sold Implementations to
                parties who are not Qualified Recipients (“Unauthorized Sales”), Licensee
                shall pay Licensor an amount equal to: (i) with respect to each unit
                of
                Unauthorized Sale, three times the amount of royalty Licensor would
                have
                received from a Qualified Recipient of the Implementation at the
                highest
                per unit rate then charged by Licensor for the relevant Licensed
                Technology, (ii) applicable royalties on any Unreported Sales, (iii)
                interest on the preceding amounts from the date of the Unreported
                or
                Unauthorized Sale, at the lesser of 1.5% interest per month or the
                maximum
                rate allowed by law, and (iv) the full cost of Licensor’s examination and
                collection, including accounting, audit and legal fees and costs,
                including, but not limited to, travel and lodging costs. It is understood
                that Unreported Sales or Unauthorized Sales are a material breach
                of this
                Agreement and that the above-specified payment is in addition to
                such
                other rights as Licensor may have, including the right to terminate
                this
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.8.

            	
              Third
                Party Information.
                As part of its accounting processes, Licensee acknowledges and agrees
                that
                Licensor may receive reports from, and may regularly audit the books
                and
                records of, Qualified Recipients and Approved Subcontractors with
                whom
                Licensee may transact business and Licensee hereby authorizes Licensor
                to
                obtain information from such parties with respect to the business
                they
                conduct with Licensee. Moreover, Licensor hereby expressly authorizes
                Qualified Recipients, Approved Subcontractors and any such additional
                entities with whom Licensee may transact business relating to
                Implementations or Licensed Products to provide information to Licensor
                regarding that business with Licensee for the purpose of assuring
                Licensee’s compliance with the terms of this Agreement. Licensee agrees to
                assist in resolving any discrepancy between any of these third party
                reports and any seemingly contradictory information that Licensee
                may have
                provided to Licensor. The process of resolving such discrepancies
                is
                agreed and understood to be in addition to, and not in
                lieu
                of, Licensor’s audit and inspection rights under this
                Agreement.

            


    

     

    
      	 	
              5.9.

            	
              Failure
                to Provide Reports or Under Reporting.
                If Licensee fails to provide Quarterly Reports (or other reports
                as
                required) or if Licensee has made Unreported or Unauthorized Sales
                of
                Implementations under this Agreement, then, in lieu of or in addition
                to Licensor’s right to terminate this Agreement, (i) Licensor may remove
                Licensee from the list of Qualified Suppliers for the Licensed Technology
                and with respect to any other Dolby intellectual property and (ii)
                Licensor may, at its option, inform Qualified Recipients and other
                Qualified Suppliers, under this Agreement and with respect to other
                Dolby
                intellectual property, that Licensee is no longer in good standing
                and
                that Licensee is no longer entitled to Sell Implementations. These
                remedies will be in addition to any other remedies Licensor may have
                under
                this Agreement.

            


    

     

    
      
        	
              	5.10.	
                IncompleteReports.
                  If Licensee’s Quarterly Reports do not provide sufficient information to
                  properly calculate royalties due, then Licensor may invoice Licensee
                  for
                  Licensed Products reported Sold at an amount equivalent to the
                  average per
                  unit royalty rate paid by Licensee during the previous quarter.
                  Any
                  amounts paid by Licensee at the time of submission of the Quarterly
                  Report
                  in question shall be credited against the amounts invoiced under
                  this
                  paragraph. Any additional amounts shall be paid by Licensee within
                  15 days
                  of the date of Licensor’s invoice. Upon Licensee’s full submission of a.
                  corrected and complete report for the period, Licensor shall reconcile
                  amounts paid against amounts due based on the Quarterly Report
                  and notify
                  Licensee of any amounts until due or to be credited against subsequent
                  royalties or refunded to Licensee, at Licensee’s option. These remedies
                  will
                  be in
                  addition to any other remedies Licensor may have under this
                  Agreement.

              


      

    

     

    6.    EXPIRATION
      AND TERMINATION.

     

    
      	 	
              6.1.

            	
              Expiration
                and Extension.
                This Agreement shall expire on the Expiration Date unless earlier
                terminated by either party, it being agreed, however, that the Expiration
                Date shall be extended for successive one year renewal periods unless
                either party provides written notice to the other at least ninety
                (90)
                days prior to the then current Expiration Date of its desire that
                the
                Agreement not be extended beyond the Expiration Date. Notwithstanding
                the
                foregoing, in no event will the Expiration Date be extended beyond
                the
                date of expiration of the last of the Patents to expire in the U.S.
                (the
                “Patent Expiration Date”) and if the Expiration Date falls after the
                Patent Expiration Date, the Expiration Date shall be deemed to be
                the
                Patent Expiration Date. Licensee shall not produce Implementations
                or
                Licensed Products in anticipation of Expiration beyond the quantity
                it
                reasonably may expect to sell prior to the Expiration
                Date.

            


    

     

    
      	 	
              6.2.

            	
              Termination
                on Thirty Days’ Notice.
                Except with respect to terminations specified in paragraph 6.3 (Immediate
                Terminations) below, either party shall have the right to terminate
                this
                Agreement upon thirty days written notice in the event of any breach
                by
                the other party of this Agreement or of any other agreement between
                the
                parties, including failure to pay or perform any obligation within
                the
                time prescribed; provided, however, that if the breach upon which
                the
                termination is based is capable of cure within a thirty (30) day
                period,
                the party allegedly in breach shall have such period to re-establish
                compliance and thereby avoid the noticed
                termination.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.3.

            	
              Immediate
                Termination.
                Licensor may terminate this Agreement effective immediately upon
                written
                notice to Licensee in the event of any actual or threatened infringement
                or misuse of the Dolby Intellectual Property by Licensee or by any
                third
                party who received the Dolby IP from Licensee, Licensee’s misuse of the
                Trademarks, Licensee’s breach of its obligations pursuant to paragraph 2.3
                (Acknowledgement of Licensor’s Rights) and 2.4 (No Reverse Engineering) or
                for default in its reporting obligations more than twice consecutively
                or
                three times
                in any twelve-month period.

            


    

     

    
      	 	
              6.4.

            	
              Effect
                of Certain Terminations.
                Upon a termination of this Agreement under paragraphs 6.2 (Termination
                on
                Thirty Days Notice), 6.3 (Immediate Termination), 7.3.3 (Representations),
                8.5 (Unenforceability) or 8.11
                (Assignment):

            


    

     

    
      	 	
              6.4.1.

            	
              Licensor
                shall be entitled to immediately terminate any or all agreements
                between
                Licensor and Licensee with respect to any other Dolby intellectual
                property, irrespective of the termination provisions of such other
                agreements;

            


    

     

    
      	 	
              6.4.2.

            	
              Licensee
                shall immediately cease to Sell implementations and Licensed Products
                or
                any item containing Dolby Intellectual Property,
                and

            


    

     

    
      	 	
              6.4.3.

            	
              Licensee’s
                obligation to provide Quarterly Reports shall be accelerated so that
                a
                final report of Sales through the date of termination shall be due
                no
                later than thirty (30) days following
                termination.

            


    

     

    
      	 	
              6.5.

            	
              Termination
                for Non-use. If
                after one year of the Effective Date, Licensee has not offered
                Implementations or Licensed Products for Sale or, having previously
                offered Implementations or Licensed Products for Sale, has ceased
                to offer
                for Sale any Implementations or Licensed Products, for a period of
                at
                least two calendar quarters, either Licensee or Licensor may terminate
                this Agreement upon ten (10) days written notice to the
                other.

            


    

     

    
      	
            	6.6.	
              Termination
                for Obsolete Technology.
                If Licensor elects not to continue support of the Licensed Technology
                because the Licensed Technology is no longer commercially viable
                or if
                Licensor has replaced the Licensed Technology, then this Agreement
                may be
                terminated by Licensor upon 180 days prior written
                notice.

            


    

     

    
      	 	
              6.7.

            	
              Sell-Off
                Rights.
                Upon the expiration or termination of this Agreement and unless this
                Agreement has been terminated under paragraph 6.2 (Termination on
                Thirty
                Days Notice) or 6.3 (Immediate Termination) above or 8.5
                (Unenforceability) or 8.11 (Assignment) below, Licensee will be entitled
                to make and Sell Implementations and Licensed Products for a period
                of 180
                days following termination. For any of Licensee’s Sales of Implementations
                or Licensed Products during this 180 day period, Licensee will ensure
                that
                the Implementations or Licensed Products continue to meet Licensor’s
                current quality standards and shall continue to timely submit Quarterly
                Reports, as applicable under this Agreement. Licensee’s obligation to
                provide Quarterly Reports shall be accelerated so that a final report
                of
                Sales through the final date of the sell-off period shall be due
                no later
                than thirty (30) days after such
                date.

            


    

     

    
      	 	
              6.8.

            	
              Duty
                to Return or Destroy.
                Within 15 days of termination or expiration of this Agreement, Licensee
                must furnish to Licensor a letter, signed by an authorized officer
                of
                Licensee, certifying that through Licensee’s best efforts, and to the best
                of its knowledge: (i) the original and all copies of the Deliverables
                or
                any portion of it, have been returned to Licensor, destroyed or erased;
                and (ii) any Dolby Intellectual Property (including their associated
                documentation) not incorporated into a Licensed Product, have been
                destroyed or returned.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.9.

            	
              Bankruptcy.
                If Licensee becomes insolvent, makes a general assignment for the
                benefit
                of creditors, has a receiver appointed or has a petition in bankruptcy
                (or
                similar insolvency or re-organization proceeding) filed for or against
                it,
                then Licensor may terminate this Agreement, and, without Licensor’s
                express written agreement, neither this Agreement nor any of Licensee’s
                rights under this Agreement may be assumed or assigned in any bankruptcy
                or similar proceeding involving Licensee. For purposes of enforcement
                of
                this paragraph under U.S. law, the parties understand and agree that
                applicable non-bankruptcy law excuses Licensor from accepting performance
                from any entity other than Licensee as provided in the United States
                of
                America Bankruptcy Code, 11 U.S.C. §§365(c)(1)(A) and 365(e)(2)(A).
                Further, Licensee agrees that a “reasonable period” for Licensee to
                determine whether to seek (with Licensor’s approval) assumption
                of this Agreement or to reject it in bankruptcy under U.S. law, will
                not
                exceed 60 days from the filing of the bankruptcy-
                petition, and that it is reasonable for Licensor to receive adequate
                assurance of future performance by Licensee even in that 60 day
                period.

            


    

     

    
      	
            	6.10.	
              Suspension
                of Licensee.
                In addition to all of Licensor’s other rights in this Agreement, in the
                event of a breach by Licensee of this Agreement that has not been
                cured
                within thirty days of notice from Licensor; Licensor may suspend
                Licensee’s rights under this Agreement for a period of up to six months,
                without prejudice to Licensor’s rights to terminate this Agreement for
                breach during or after that six-month period. In the event of a suspension
                of Licensee under this paragraph, Licensee shall: (i) immediately
                cease to
                be a Qualified Supplier, (ii) immediately cease to supply Implementations,
                (ii) immediately cease to sell Licensed Products or any item containing
                Dolby Intellectual Property, and (iii) provide a report of Sales
                through
                the date of suspension within thirty days following the suspension.
                Upon a
                suspension of Licensee under this paragraph, Licensor shall be entitled
                to
                immediately suspend any or all agreements between Licensor and Licensee
                with respect to any other Dolby intellectual property, irrespective
                of the
                provisions of such other
                agreements.

            


    

     

    7.    REPRESENTATIONS,
      WARRANTIES AND INDEMNITIES.

     

    
      	 	
              7.1.

            	
              Licensor’s
                Representations.
                Licensor represents, covenants and warrants that it has the authority,
                power and right to enter into this Agreement. Licensor makes no
                representations or warranties except as are expressly contained in
                this
                Agreement nor has Licensor undertaken the obligation to defend or
                indemnify Licensee with respect to third party claims or actions
                relating
                to this Agreement or the Dolby Intellectual
                Property.

            


    

     

    
      	 	
              7.2.

            	
              Limitations
                on Liability and Damages.
                LICENSOR HAS NO LIABILITY FOR ANY LOSS OR DAMAGE, WHETHER OR NOT
                FORESEEABLE, RESULTING FROM LICENSEE EXERCISING ITS RIGHTS UNDER
                THIS
                AGREEMENT. LICENSOR IS NOT LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
                SPECIAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT (WHETHER
                OR NOT
                LICENSOR HAS BEEN SPECIFICALLY INFORMED OF THE POSSIBILITY OF SUCH
                DAMAGES), OR ANY EXEMPLARY OR PUNITIVE DAMAGES.
                IN
                ALL EVENTS, LICENSEE’S SOLE REMEDY UNDER THIS AGREEMENT FOR ANY CLAIM OF
                BREACH SHALL BE TO TERMINATE THIS AGREEMENT.
                IN
                NO
                EVENT SHALL LICENSORS’ AGGREGATE CUMULATIVE LIABILITY TO LICENSEE FOR
                DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE
                TO
                LICENSOR IN THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST
                EVENT
                GIVING RISE TO THE LIABILITY.

            


    

     

    
      	 	
              7.3.

            	
              Licensee’s
                Representations. Licensee represents, covenants and warrants
                that:

            


    

     

    
      	 	
              7.3.1.

            	
              It
                has the authority, power and right to undertake this
                Agreement;

            


    

     

    
      	 	
              7.3.2.

            	
              It
                understands and acknowledges that the Dolby IP may not comprise all
                of the
                intellectual property rights required to make or Sell Implementations
                or
                Licensed Products and that third party intellectual property may
                be
                required;

            


    

     

    
      	 	
              7.3.3.

            	
              If
                it has or acquires a proprietary right necessary for the use of the
                Licensed Technology then:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          	 	
                  
                    7.3.3.1.

                  

                	
                  
                    It
                      has not and will not assign or grant an exclusive license to
                      such right
                      except to Licensor;

                  

                


        

        
          	 	 	 


        

        
          	 	
                  7.3.3.2.

                	
                  Licensor
                    shall have a right-of-first-refusal to acquire and sub-license
                    such right
                    (by license or otherwise) on fair and reasonable terms, it being
                    agreed
                    that if no agreement is reached after good faith negotiations
                    during
                    a 180 day period, Licensor shall, upon written notice
                    to Licensee,
                    have the right to immediately terminate this Agreement;
                    and

                


        

        
          	 	 	 


        

        
          	 	
                  7.3.3.3.

                	
                  It
                    will not, in any event, assert such right against Licensor or
                    Licensor’s
                    licensees and any transfer or sublicense of such right to
                    any third party shall specifically prohibit such
                    assertion.

                


        

      

       

    

    
      	 	
              7.3.4.

            	
              It
                will not make or Sell a product containing Dolby Intellectual Property
                if
                the purpose of such product is to violate copyrights or other intellectual
                property rights of Licensor or of any third party;
                and

            


    

     

    
      	 	
              7.3.5.

            	
              Licensee
                understands and acknowledges that Licensor’s approval of a prototype shall
                not be understood to mean: (i) that Licensor has investigated any
                Implementation, Licensed Product or prototype with respect to any
                intellectual property rights infringement (including Licensor’s own
                rights); (ii) that an Implementation, Licensed Product or prototype
                will
                operate error-free or according to end-user or Licensee’s expectations; or
                (iii) that any security measure employed Is sufficient to stop any
                unauthorized copying.

            


    

     

    
      	 	
              7.4.

            	
              Indemnity.
                Licensee shall indemnify, defend and hold harmless Licensor, its
                affiliates, their respective successors, and their respective officers,
                directors, employees, agents, and representatives
                for:

            


    

     

    
      	 	
              7.4.1.

            	
              Any
                claim of breach of Licensee’s representations or warranties made in this
                Agreement;

            


    

     

    
      	 	
              7.4.2.

            	
              Any
                claim, loss, or damage (and expenses incurred in their investigation
                and
                defense including attorneys’ fees), arising out of the making, using or
                Selling by Licensee of any product containing any Dolby Intellectual
                Property;

            


    

     

    
      	 	
              7.4.3.

            	
              Any
                claim of allegedly unauthorized use of any third party intellectual
                property by Licensee or those acting under Licensee’s apparent or actual
                authority; and

            


    

     

    
      	 	
              7.4.4.

            	
              Any
                claim by any Qualified Recipient or Approved Subcontractor with whom
                Licensee is transacting business arising in any way from Licensor’s
                exercise of its termination rights under this Agreement.
                

            


    

    
       

      In
        any action for which Licensee is required to
        defend Licensor pursuant to this paragraph 7.4. Licensor will be entitled
        to
        have counsel of its own choosing.

    

     

    8.    GENERAL
      TERMS.

     

    
      	 	
              8.1.

            	
              Appendices
                & Updates.
                The Appendices attached hereto are integral to and included as part
                of
                this whole Agreement and excepting any Schedule of Royalties Appendices
                (but not their device type program tables), may be updated from time
                to
                time by Licensor, as significant developments arise, which updates
                shall
                be deemed incorporated into this
                Agreement.

            


    

     

    
      	 	
              8.2.

            	
              Entire
                Agreement.
                This Agreement, together with its Appendices and attachments, contains
                the
                entire agreement between the parties, and supersedes all previous
                agreements or representations whether written or oral between the
                parties
                regarding the subject matter of this Agreement. Neither party is
                bound by
                any communication outside this Agreement, except (i) subsequent written
                agreement duly executed by both parties, and (ii) Licensor’s updates to
                Appendices, the Deliverables and the lists of Qualified Recipients
                and
                Approved Subcontractors. If this Agreement is translated into another
                language by any party, this English version of the Agreement shall
                remain
                controlling. Except as expressly provided elsewhere in this Agreement,
                the
                terms and contents of this Agreement shall be considered confidential
                and
                shall not be disclosed by either party without the prior written
                consent
                of the other.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              8.3.

            	
              Effective
                Date of Licensor’s Updates.
                In those cases where Licensor has reserved the right to unilaterally
                update the Appendices, the Deliverables and the lists of parties
                with whom
                Licensee is authorized to transact business, such unilateral updates
                shall
                be deemed amendments to the Agreement and shall be
                effective:

            


    

     

    
      	 	
              8.3.1.

            	
              With
                respect to updates to the Appendices and the Deliverables, upon receipt
                by
                Licensee.

            


    

     

    
      	 	
              8.3.2.

            	
              With
                respect to revisions in the lists of Qualified Recipients or Approved
                Subcontractors, upon the earlier of (i) the appearance of the updated
                list(s) on Licensor’s extranet or (ii) Licensee’s actual knowledge of any
                change.

            


    

     

    
      	 	
              8.4.

            	
              Costs
                and Timeliness.
                Time is of the essence in this Agreement. Any requirement for a party
                to
                perform or provide an act or service will be construed to impose
                upon that
                party the burden to act at its expense with such expediency as is
                sufficient to avoid prejudice to the other
                party.

            


    

     

    
      	 	
              8.5.

            	
              Unenforceability.
                If any provision of this Agreement is found by a court of competent
                jurisdiction or other valid tribunal to be invalid or otherwise
                unenforceable, the unenforceable provision shall be deemed amended,
                and
                the remaining Agreement will be construed, to give maximum effect
                to the
                intention of the parties at the time of execution of the Agreement.
                If the
                unenforceability of any provision renders a fundamental purpose of
                the
                Agreement ineffective in the determination of the party asserting
                its
                enforceability, that party may immediately terminate the entire Agreement
                upon written notice.

            


    

     

    
      	 	
              8.6.

            	
              Modification
                and Waiver.
                No provision of this Agreement will be deemed modified by any act
                or
                failure to act on the part of Licensor or its agents, or by the failure
                of
                Licensor to object to any actions or omissions of Licensee which
                may be
                inconsistent with the terms of this Agreement. No failure to object
                to any
                event of default committed by either party in one instance will constitute
                a waiver or license to commit or continue events of default in other
                or
                like instances.

            


    

     

    
      	 	
              8.7.

            	
              Notices.
                Except as provided below with respect to Quarterly Reports, all notices,
                reports, requests for delivery, deliveries, consents, and approvals
                will
                be promptly made, in written English, addressed to each party using
                the
                contact information on the cover page (or in accordance with such
                other
                contact information as either party may deliver to the other), via
                overnight commercial courier (e.g., FedEx), properly transmitted
                facsimile, or via electronic mail, and shall be effective upon receipt
                as
                demonstrated by reason in proof of delivery. Quarterly Reports shall
                be
                delivered electronically and addressed to reports@Dolby.com
                or
                to such address and in such manner as Licensor may instruct from
                time to
                time. All notices and reports required by this Agreement must be
                signed by
                authorized, personnel (i.e., the chief financial officer, or authorized
                designate with respect to Quarterly
                Reports).

            


    

     

    
      	 	
              8.8.

            	
              Public
                Statements.
                Neither Party shall make public statements inconsistent with the
                rights
                and obligations created under this Agreement. If requested by one
                party,
                the other party will deliver copies of public statements or promotional
                material relating to this Agreement prior to its public
                dissemination.

            


    

     

    
      	 	
              8.9.

            	
              Jurisdiction,
                Venue and Governing Law. This
                Agreement will be construed according to the substantive law, but
                not the
                choice of law rules, of the State of California and of applicable
                federal
                law of the United States. If any dispute arises under this Agreement,
                the
                parties agree that the venue for such dispute will be in the California
                Superior Courts and the Federal District Court for the Northern District
                of California located in San Francisco, California, and Licensee
                hereby
                submits to the jurisdiction of such
                courts.

            


    

     

    
      	
            	8.10.	
              Attorneys’
                Fees and Enforcement.
                In any action brought to resolve a dispute under this Agreement,
                the
                prevailing party will be entitled to recover from the other party
                all
                costs and expenses incurred in that action or any appeal therefrom,
                including but not limited to court or arbitration costs and fees,
                all
                attorneys’ fees and other related costs. Licensee agrees that any judgment
                issued by a court or arbitration tribunal may be enforced to the
                fullest
                extent of the law in the country in which Licensee resides, is located
                or
                owns assets.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	8.11.	
              Assignment.
                The rights granted Licensee under this Agreement are personal to
                Licensee
                and may not be assigned or otherwise transferred without the written
                consent of Licensor. Any assignment without the consent of Licensor
                shall
                be void and shall automatically terminate all of the rights of Licensee
                under this Agreement. Licensor shall also have the right to terminate
                Licensee’s rights under this Agreement in the event of a Change in Control
                of Licensee.

            


    

     

    
      	
            	8.12.	
              Survival.
                The following provisions shall survive the expiration or termination
                of
                this Agreement for any reason: 2.3 (Acknowledgement of Licensor’s Rights),
                2.4 (No Reverse Engineering), 2.5 (Injunctive Relief), 5.2 (Royalty
                Payments), 5.4 (Payments), 5.5 (Quarterly Reports), 5.6 (Inspection
                of
                Books and Records), 5.7 (Unreported and Unauthorized Sales), 5.8
                (Third-Party Information), 5.9 (Failure to Provide Reports or Under
                Reporting), 5.10 (Incomplete Reports), 6.4 (Effect of Certain
                Terminations), 6.7 (Sell-Off Rights), 6.8 (Duty to Return or Destroy),
                all
                of Section 7 (REPRESENTATIONS, WARRANTIES AND INDEMNITIES), 8.9
                (Jurisdiction, Venue and Governing Law), 8.10 (Attorneys’ Fees and
                Enforcement).

            


    

     

    
      	
            	8.13.	
              Limitation
                of Authority.
                Neither party is the agent or representative of the other party,
                and
                neither party has authority to assume obligations or make representations
                on behalf of the other.

            


    

     

    
      	
            	8.14.	
              Export.
                No technical data, or any direct product thereof, will be exported,
                directly or indirectly, in contravention of United States of America
                law.

            


    

     

    
      	
            	8.15.	
              Waiver
                of UCITA.
                The parties expressly agree that the provisions of the Uniform Computer
                Information Transactions Act (“UCITA”) will not apply to transactions
                under this Agreement.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      A

     

    SCHEDULE
      OF PATENTS

     

    DOLBY
      DIGITAL PROFESSIONAL ENCODER

     

    
      
        	
                PATENTS

              


      

       

      
        	 	
                Country

              	 	
                Patent
                  Number

              	 
	 	 	 	 	 
	 	
                Australia

              	
                     

              	
                631,404

              	 
	 	
                Australia

              	
                     

              	
                644,170

              	 
	 	
                Australia

              	
                     

              	
                653,582

              	 
	 	
                Australia

              	
                     

              	
                655,053

              	 
	 	
                Australia

              	
                     

              	
                674,357

              	 
	 	
                Australia

              	
                     

              	
                677,688

              	 
	 	
                Australia

              	
                     

              	
                677,698

              	 
	 	
                Australia

              	
                     

              	
                677,856

              	 
	 	
                Australia

              	
                     

              	
                682,913

              	 
	 	
                Australia

              	
                     

              	
                685,505

              	 
	 	
                Australia

              	
                     

              	
                694,131

              	 
	 	
                Australia

              	
                     

              	
                696,442

              	 
	 	
                Australia

              	
                     

              	
                712,719

              	 
	 	
                Austria

              	
                     

              	
                0
                  514 949

              	 
	 	
                Austria

              	
                     

              	
                0
                  520 068

              	 
	 	
                Austria

              	
                     

              	
                0
                  524 264

              	 
	 	
                Austria

              	
                     

              	
                0
                  610 975

              	 
	 	
                Austria

              	
                     

              	
                0
                  664 943

              	 
	 	
                Austria

              	
                     

              	
                0
                  709 004

              	 
	 	
                Austria

              	
                     

              	
                0
                  709 005

              	 
	 	
                Austria

              	
                     

              	
                0
                  709 006

              	 
	 	
                Austria

              	
                     

              	
                0
                  712 564

              	 
	 	
                Austria

              	
                     

              	
                0
                  716 787

              	 
	 	
                Austria

              	
                     

              	
                0
                  818 037

              	 
	 	
                Austria

              	
                     

              	
                0
                  827 647

              	 
	 	
                Belgium

              	
                     

              	
                0
                  208 712

              	 
	 	
                Belgium

              	
                     

              	
                0
                  481 374

              	 
	 	
                Belgium

              	
                     

              	
                0
                  514 949

              	 
	 	
                Belgium

              	
                     

              	
                0
                  520 068

              	 
	 	
                Belgium

              	
                     

              	
                0
                  524 264

              	 
	 	
                Belgium

              	
                     

              	
                0
                  610 975

              	 
	 	
                Belgium
                  .

              	
                     

              	
                0
                  664 943

              	 
	 	
                Belgium

              	
                     

              	
                0
                  709 004

              	 
	 	
                Belgium

              	
                     

              	
                0
                  709 005

              	 
	 	
                Belgium

              	
                     

              	
                0
                  709 006

              	 
	 	
                Belgium

              	
                     

              	
                0
                  712 564

              	 
	 	
                Belgium

              	
                     

              	
                0
                  716 787

              	 
	 	
                Belgium

              	
                     

              	
                0
                  827 647

              	 
	 	
                Belgium

              	
                     

              	
                0
                  818 037

              	 
	 	
                Canada

              	
                     

              	
                1,239,701

              	 
	 	
                Canada

              	
                     

              	
                1,301,337

              	 
	 	
                Canada

              	
                     

              	
                2
                  026 213

              	 
	 	
                Canada

              	
                     

              	
                2
                  053 064

              	 
	 	
                Canada

              	
                     

              	
                2
                  077 662

              	 
	 	
                Canada

              	
                     

              	
                2,059,141

              	 
	 	
                Canada

              	
                     

              	
                2,103,051

              	 
	 	
                Canada

              	
                     

              	
                2,140,678

              	 
	 	
                Canada

              	
                     

              	
                2,142,092

              	 
	 	
                Canada

              	
                     

              	
                2,167,527

              	 
	 	
                Canada

              	
                     

              	
                2,221,845

              	 
	 	
                Canada

              	
                     

              	
                2,340,610

              	 
	 	
                China

              	
                     

              	
                91102167.1

              	 
	 	
                Denmark

              	
                     

              	
                0
                  514 949

              	 
	 	
                Denmark

              	
                     

              	
                0
                  520 068

              	 


      

    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              Country

            	 	
              Patent
                Number

            	 
	 	
               

            	
               

            	
               

            	 
	 	
              Denmark

            	
                    

            	
              0
                524 264

            	 
	 	
              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
                712 564

            	 
	 	
              Denmark

            	
                   

            	
              0
                716 787

            	 
	 	
              Denmark

            	
                   

            	
              0
                818 037

            	 
	 	
              Denmark

            	
                   

            	
              0
                827 647

            	 
	 	
              France

            	
                   

            	
              0
                208 712

            	 
	 	
              France

            	
                   

            	
              0
                455 738

            	 
	 	
              France

            	
                   

            	
              0
                481 374

            	 
	 	
              France

            	
                   

            	
              0
                514 949

            	 
	 	
              France

            	
                   

            	
              0
                520 068

            	 
	 	
              France

            	
                   

            	
              0
                524 264

            	 
	 	
              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
                712 564

            	 
	 	
              France

            	
                   

            	
              0
                716 787

            	 
	 	
              France

            	
                   

            	
              0
                818 037

            	 
	 	
              France

            	
                   

            	
              0
                827 647

            	 
	 	
              Germany

            	
                   

            	
              3
                587 251

            	 
	 	
              Germany

            	
                   

            	
              69
                125 909

            	 
	 	
              Germany

            	
                   

            	
              690
                31 737.9

            	 
	 	
              Germany

            	
                   

            	
              690
                32 624.6

            	 
	 	
              Germany

            	
                   

            	
              69006011.4

            	 
	 	
              Germany

            	
                   

            	
              69107841.6

            	 
	 	
              Germany

            	
                   

            	
              692
                10 689.8

            	 
	 	
              Germany

            	
                   

            	
              692
                21 616.2

            	 
	 	
              Germany

            	
                   

            	
              693
                11 569.6

            	 
	 	
              Germany

            	
                   

            	
              694
                01 512.1

            	 
	 	
              Germany

            	
                   

            	
              694
                01 514.8

            	 
	 	
              Germany

            	
                   

            	
              694
                01 517.2

            	 
	 	
              Germany

            	
                   

            	
              694
                01 959.3

            	 
	 	
              Germany

            	
                   

            	
              694
                06 295.2

            	 
	 	
              Germany

            	
                   

            	
              696
                03 166.3-08

            	 
	 	
              Germany

            	
                   

            	
              697
                13 971.9-08

            	 
	 	
              Greece

            	
                   

            	
              0
                524 264

            	 
	 	
              Italy

            	
                   

            	
              0
                208 712

            	 
	 	
              Italy

            	
                   

            	
              0
                481 374

            	 
	 	
              Italy

            	
                   

            	
              0
                514 949

            	 
	 	
              Italy

            	
                   

            	
              0
                520 068

            	 
	 	
              Italy

            	
                   

            	
              0
                524 264

            	 
	 	
              Italy

            	
                   

            	
              0
                610 975

            	 
	 	
              Italy

            	
                   

            	
              0
                664 943

            	 
	 	
              Italy

            	
                   

            	
              0
                709 004

            	 
	 	
              Italy

            	
                   

            	
              0
                709 006

            	 
	 	
              Italy

            	
                   

            	
              0
                712 564

            	 
	 	
              Italy

            	
                   

            	
              0
                716 787

            	 
	 	
              Italy

            	
                   

            	
              0
                818 037

            	 
	 	
              Italy

            	
                   

            	
              0
                827 647

            	 
	 	
              Japan

            	
                   

            	
              2,821,713

            	 
	 	
              Japan

            	
                   

            	
              3,093,179

            	 
	 	
              Japan

            	
                   

            	
              3,203,250

            	 
	 	
              Japan

            	
                   

            	
              3,224,130

            	 
	 	
              Japan

            	
                   

            	
              3,297,050

            	 


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                Country

              	 	
                Patent
                  Number

              	 
	 	 	 	 	 
	 	
                Japan

              	
                                       

              	
                3,297,051

              	 
	 	
                Japan

              	
                     

              	
                3,421,343

              	 
	 	
                Japan

              	
                     

              	
                3,449,715

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  514 949

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  520 068

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  524 264

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  610 975

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  664 943

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  709 004

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  709 005

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  709 006

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  712 564

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  716 787

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  818 037

              	 
	 	
                Liechtenstein

              	
                     

              	
                0
                  827 647

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  455 738

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  514 949

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  520 068

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  524 264

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  587 733

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  6.10
                  975

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  664 943

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  709 004

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  709 005

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  709 006

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  712 564

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  716 787

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  818 037

              	 
	 	
                Netherlands

              	
                     

              	
                0
                  827 647

              	 
	 	
                Singapore

              	
                     

              	
                P0004365-6

              	 
	 	
                Singapore

              	
                     

              	
                P0047116

              	 
	 	
                Singapore

              	
                     

              	
                P0047709

              	 
	 	
                Singapore

              	
                     

              	
                P0048278

              	 
	 	
                Singapore

              	
                     

              	
                P0049883

              	 
	 	
                Singapore

              	
                     

              	
                P0049891

              	 
	 	
                Singapore

              	
                     

              	
                P0050974

              	 
	 	
                Singapore

              	
                     

              	
                P0054317

              	 
	 	
                Singapore

              	
                     

              	
                P0066294

              	 
	 	
                Singapore

              	
                     

              	
                P0082553

              	 
	 	
                Singapore

              	
                     

              	
                P0088723

              	 
	 	
                Singapore

              	
                     

              	
                P9692369-3

              	 
	 	
                Singapore
                  

              	
                     

              	
                P9692379-2

              	 
	 	
                South
                  Korea

              	
                     

              	
                0378128

              	 
	 	
                South
                  Korea

              	
                     

              	
                0424036

              	 
	 	
                South
                  Korea

              	
                     

              	
                193353

              	 
	 	
                South
                  Korea

              	
                     

              	
                214252

              	 
	 	
                South
                  Korea

              	
                     

              	
                220861

              	 
	 	
                South
                  Korea

              	
                     

              	
                220862

              	 
	 	
                South
                  Korea

              	
                     

              	
                228688

              	 
	 	
                South
                  Korea

              	
                     

              	
                253136

              	 
	 	
                South
                  Korea

              	
                     

              	
                285,993

              	 
	 	
                Spain

              	
                     

              	
                0
                  514 949

              	 
	 	
                Spain

              	
                     

              	
                0
                  520 068

              	 
	 	
                Spain

              	
                     

              	
                0
                  524 264

              	 
	 	
                Spain

              	
                     

              	
                0
                  610 975

              	 
	 	
                Spain

              	
                     

              	
                0
                  664 943

              	 
	 	
                Spain

              	
                     

              	
                0
                  709 004

              	 
	 	
                Spain

              	
                     

              	
                0
                  709 005

              	 
	 	
                Spain

              	
                     

              	
                0
                  709 006

              	 
	 	
                Spain

              	
                     

              	
                0
                  712 564

              	 
	 	
                Spain

              	
                     

              	
                0
                  716 787

              	 
	 	
                Spain

              	
                     

              	
                0
                  818 037

              	 


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              County

            	 	
              Patent
                Numbers

            	 
	 	 	 	 	 
	 	
              Spain

            	
                               

            	
              0
                827 647

            	 
	 	
              Sweden

            	
                   

            	
              0
                514 949

            	 
	 	
              Sweden

            	
                   

            	
              0
                520068

            	 
	 	
              Sweden

            	
                   

            	
              0
                524 264

            	 
	 	
              Sweden

            	
                   

            	
              0
                610 975

            	 
	 	
              Sweden

            	
                   

            	
              0
                664 943

            	 
	 	
              Sweden

            	
                   

            	
              0
                709 004

            	 
	 	
              Sweden

            	
                   

            	
              0
                709 006

            	 
	 	
              Sweden

            	
                   

            	
              0
                712 564

            	 
	 	
              Sweden

            	
                   

            	
              0
                716 787

            	 
	 	
              Sweden

            	
                   

            	
              0
                818 037

            	 
	 	
              Sweden

            	
                   

            	
              0
                827 647

            	 
	 	
              Switzerland

            	
                   

            	
              0
                514 949

            	 
	 	
              Switzerland

            	
                   

            	
              0
                520 068

            	 
	 	
              Switzerland

            	
                   

            	
              0
                524 264

            	 
	 	
              Switzerland

            	
                   

            	
              0
                610 975

            	 
	 	
              Switzerland

            	
                   

            	
              0
                664 943

            	 
	 	
              Switzerland

            	
                   

            	
              0
                709 004

            	 
	 	
              Switzerland

            	
                   

            	
              0
                709 005

            	 
	 	
              Switzerland

            	
                   

            	
              0
                709 006

            	 
	 	
              Switzerland

            	
                   

            	
              0
                712 564

            	 
	 	
              Switzerland

            	
                   

            	
              0
                716 787

            	 
	 	
              Switzerland

            	
                   

            	
              0
                818 037

            	 
	 	
              Switzerland

            	
                   

            	
              0
                827 647

            	 
	 	
              Taiwan

            	
                   

            	
              52,047

            	 
	 	
              Taiwan

            	
                   

            	
              53,726

            	 
	 	
              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
                520 068

            	 
	 	
              United
                Kingdom

            	
                   

            	
              0
                524 264

            	 
	 	
              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
                712 564

            	 
	 	
              United
                Kingdom

            	
                   

            	
              0
                716 787

            	 
	 	
              United
                Kingdom

            	
                   

            	
              0
                818 037

            	 
	 	
              United
                Kingdom

            	
                   

            	
              0
                827 647

            	 
	 	
              United
                States

            	
                   

            	
              4,790,016

            	 
	 	
              United
                States

            	
                   

            	
              4,914,701

            	 
	 	
              United
                States

            	
                   

            	
              5
                357 594

            	 
	 	
              United
                States

            	
                   

            	
              5
                479 562

            	 
	 	
              United
                States

            	
                   

            	
              5,109,417

            	 
	 	
              United
                States

            	
                   

            	
              5,235,671

            	 
	 	
              United
                States

            	
                   

            	
              5,291,557

            	 
	 	
              United
                States

            	
                   

            	
              5,297,236

            	 
	 	
              United
                States

            	
                   

            	
              5,394,473

            	 
	 	
              United
                States

            	
                   

            	
              5,400,433

            	 
	 	
              United
                States

            	
                   

            	
              5,463,424

            	 
	 	
              United
                States

            	
                   

            	
              5,581,653

            	 
	 	
              United
                States

            	
                   

            	
              5,583,962

            	 
	 	
              United
                States

            	
                   

            	
              5,623,577

            	 
	 	
              United
                States

            	
                   

            	
              5,632,003

            	 
	 	
              United
                States

            	
                   

            	
              5,727,119

            	 
	 	
              United
                States

            	
                   

            	
              5,752,225

            	 
	 	
              United
                States

            	
                   

            	
              5,890,106

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    PATENT
      APPLICATIONS

     

    
      
        	
                Patent
                  Applications

              
	 	 	 	 	 
	 	
                Country

              	 	
                Application
                  Number

              	 
	 	 	 	
                 

              	 
	 	
                Canada

              	
                          

              	
                2
                  164 964

              	 
	 	
                Canada

              	
                     

              	
                2
                  167 523

              	 
	 	
                Canada

              	
                     

              	
                2,165,450

              	 
	 	
                Canada

              	
                     

              	
                2,166,551

              	 
	 	
                Canada

              	
                     

              	
                2,213,348

              	 
	 	
                Japan

              	
                     

              	
                7-504717

              	 
	 	
                Japan

              	
                     

              	
                7-506055

              	 
	 	
                Japan

              	
                     

              	
                7-508213

              	 
	 	
                Japan

              	
                     

              	
                8-529503

              	 
	 	
                Japan

              	
                     

              	
                9-533576

              	 
	 	
                Singapore

              	
                     

              	
                9608277-1

              	 


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      B

     

    LIST
      OF IMPLEMENTATION AND SYSTEM DELIVERABLES

     

    DOLBY
      DIGITAL PROFESSIONAL ENCODER FOR HARDWARE

     

    Licensee
      Information Manuals

     

    
      	þ	 
              1.	
              Licensee
                Information Manual: Dolby Digital Professional Encoder*

              This document describes the requirements
                for
                products licensed with the Professional Encoder License, including
                DVD
                Authoring encoders and Broadcast
                encoders.

            


    

     

    
      	þ	 
              2.	
              Licensee
                Information Manual: General Information*

              This
                manual contains information pertaining to all licensed Dolby technologies,
                including technology overviews, product approval procedures, and
                trademark/logo use.

            


    

     

    Responsibilities
      & Schedules

     

    
      	þ	 
              3.	
              Dolby
                Implementation Licensee Responsibilities Document

              Describes
                the responsibilities of the Implementation Licensee as they relate
                to the
                sale of ICs (integrated circuits), hardware components, or software
                modules that contain Dolby technologies. Also describes the procedure
                for
                supplying Evaluation Boards to companies who are not licensees of
                Dolby
                Laboratories.

            


    

     

    
      
        
          
            
              	þ	 4.	
                      Dolby
                        License Agreement – For Evaluation of Samples/Evaluation
                        Units

                      This agreement must be sent
                        along with any
                        evaluation board that is shipped to a
                        non-licensee.

                    


            

          

        

         

      

    

    
      	þ	
               5.

            	
              Evaluation
                Unit Approval Request Form

              This form must be used to obtain
                approval
                from Dolby Laboratories before shipment of Evaluation Units to companies
                who are not licensees.

            


    

     

    Documentation

     

    
      	þ	 6.	
              A
                Guide To Dolby Technologies and Trademarks

              This document provides
                general explanations of the various Dolby technologies and examples
                of the
                proper trademark usage.

            


    

     

    
      	þ	 7.	
              Dolbv
                Digital Encoder Licensed DSP Subroutine User’s Guide for
                DSP56300

              This manual describes the operational
                aspects
                of the Dolby Digital encoder licensed software, including a description
                of
                the core Dolby Digital AC-3 subroutine, the executive code, and the
                software compilation and integration considerations. This manual
                also
                covers details regarding a hardware reference design based on resource
                requirements, boot-up, synchronization, host/controller options,
                inter-processor communication and Dolby E Metadata
                support.

            


    

     

    
      	þ	 8.	
              Dolby
                Digital Professional Encoding Manual for Licensees

              This manual describes the process
                of
                performing Dolby Digital professional audio encoding for applications
                other than for film. It describes the features of the Dolby Digital
                systems, professional encoders and decoders, the production environment,
                the applications and formats.

            


    

     

     

    
      	þ	 9.	
              Dolbv
                DSP Software Interface Protocol (SIP) for the Dolbv Digital Professional
                Encoder*
                

              The SIP document defines interface
                requirements between top-level system software (the Executive code)
                and
                the Dolby Digital Encoder algorithm subroutine. Proper use of the
                SIP will
                allow convenient software updates as the subroutine encoder algorithm
                is
                improved over time.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

       

    

    
      	þ	
               10.

            	
              Digital
                Audio Compression Standard (AC-3)*

              ATSC
                document N52 is a description of the Dolby Digital (AC-3) algorithm
                in the
                format required by the ATSC (Advanced Television Systems
                Committee).

            


    

     

    
      	þ	 11.	
              Dolbv
                Digital Encoder Manual Notice

              Explains the importance of proper
                trademark
                usage and permission

            


    

     

    
      	þ	 12.	
              Marking
                Audio Features on DVD Software

              Provides guidelines for using Dolby
                trademark
                and indicating formats on DVD disks

            


    

     

    
      
        	þ	 13.	
                
                  Use
                    of Dolby Trademarks on Audio and Video Media

                  
                    Describes
                      an overview of the trademark licensing
                      process

                  

                

              


      

       

      
        
          
            	þ	 14.	
                    
                      
                        Reference
                          Hardware Schematic for Freescale DSP56300-based two-channel
                          Dolby Digital
                          Professional Encoder*

                        This
                          is a detailed schematic diagram of the Onyx based encoder
                          reference design which should be used as a guide to implementing
                          the
                          design. Please note that this design is not based on any
                          specific platform
                          (PCI, VME, etc.).

                      

                    

                  


          

           

        

      

    

    
      	þ	 15.	
              Application
                Programming Interface (API) Specification

              This document describes the general
-guidelines
                for the development of the
                API.

            


    

     

    
      	þ	 16.	
              Dolby
                Digital Two-Channel Professional Encoder System and Implementation
                Product
                Specification*

            


    

     

    
      	þ	 17.	
              Dolby
                Digital Professional Encoder Licensed DSP Subroutine User’s Guide for
                TMS320C6713.

              This manual describes the operational
                aspects
                of the Dolby Digital Encoder licensed software, including a description
                of
                the core Dolby Digital AC-3 subroutine, the executive code, and the
                software compilation and integration considerations. This manual
                also
                covers details regarding a hardware reference design based on resource
                requirements, boot-up, synchronization, host/controller
                options.

            


    

     

    
      	þ	 18.	
              Sample
                Hardware Schematic for TI C671; DGP

              These are sample hardware schematics for
                building Dolby Digital Professional Encoder hardware platforms based
                on
                the TI C671; DGP.

            


    

     

    Logos

     

    
      	þ	 19.	
              Dolby
                Logo Fonts and Character Map

              This material includes PC and Mac
                fonts of
                Dolby logos used on licensed hardware and software. The fonts are
                convenient for placing licensed logos on printed materials such as
                manuals, packaging, and marketing literature. ONLY THE LOGO YOU HAVE
                BEEN
                LICENSED TO USE MAY BE USED BY YOU. The enclosed Dolby logo character
                map
                offers easy keyboard reference for Dolby fonts. An .eps (encapsulated
                postscript) format is included for high-resolution artwork
                production.

            


    

     

    Source
      code

     

    
      	þ	 20.	
              Dolbv
                Digital Professional Encoder API Source Code for DSP56300.*

              This source code creates a DLL that
                can be
                used by a GUI application to communicate directly with a Freescale
                DSP56300 encoder implementation.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	þ	 21.	
              Dolby
                Digital Professional Encoder Demonstration GUI Source Code for
                DSP56300.*

              This source code demonstrates a
                Windows GUI
                application for controlling a Dolby Digital  Professional
                Encoder. Used in conjunction with the DDPE API DLL, this application
                can
                be used
                to control a real-time Freescale DSP56300-based encoder implementation.
                It
                can also be
                compiled to run as a stand-alone demonstration
                application.

            


    

     

    
      	þ	 22.	
              Two-channel
                Dolby Digital Professional Encoder Object Code and Executive Laver
                Source
                Code for Freescale DSP56300.*

              This is the Freescale 563xx DSP
                object code
                for subroutine and the source assembly code for executive layer for
                two-channel encoder.

            


    

     

    
      	þ	 23.	
              Two-Channel
                Dolby Digital Professional Encoder Object Code and Executive Layer
                Source
                Code for TI C6713.

              This is the code for the Two-Channel
                Professional Encoder, including Texas Instruments TMS320C6713
                DSP object code for the subroutine, and C source code for executive
                layer.

            


    

     

    
      	þ	 24.	
              Dolby
                Digital Professional Encoder Demonstration GUI Source Code for
                C6713.

              
                This
                  source code demonstrates a Windows GUI application for controlling
                  Dolby
                  Digital Professional
                  Encoders. Used in conjunction with the DDPE API DLL, this application
                  can
                  be used
                  to control real-time TI C6713-based encoder implementations. It
                  can also
                  be compiled to run
                  as a stand-alone demonstration
                  application.

              

            


    

     

    
      	þ	 25.	
              Dolby
                Digital Professional Encoder API Source Code for C6713.

              This source code creates a DLL that
                can be
                used by a GUI application to communicate directly
                with a TI C6713 encoder
                implementation.

            


    

     

    Executables

     

    
      	þ	 26.	
              Dolby
                AC-3 Decoder Simulation*

              DECODE:EXE – A command line executable
                Dolby Digital decoder provided as a
                reference.

            


    

     

     

    
      	þ	 27.	
              AC-3
                SPDIF Conversion Program

              SPDIF.EXE – This command line utility
                converts between raw AC-3 bitstream files and AC-3 bitstreams packetized
                as raw PCM for S/PDIF transmission.

            


    

     

     

    
      	þ	 28.	
              Time
                Code Extraction Utility

                EXTRACT_TC_AC3.EXE –
                  This utility extracts timecode packet
                  information from an AES3/IEC 60958 data stream. It has a couple
                  of
                  options
                  which support timestamp prediction and ten second rollover
                  detection.

              

            


    

     

    
      	þ	 29.	
              Tone
                Burst Start Identifier Utility

                PRINT_TONE_START.EXE –
                  This utility searches a stereo 16 bit pcm file and prints out the
                  sample
                  counts that correspond to the start of at one burst on the right
                  channel.
                  This is intended to be used on the supplied timecode material after
                  being
                  processed by a Dolby Digital encoder and
                  decoder.

              

            


    

     

    Testing
      materials

     

    
      	þ	 30.	
              Test
                Procedure for Real-Time Two-Channel Dolby Digital Professional
                Encoders*

              This document describes the test
                procedures
                for evaluating two-channel Dolby Digital Professional
                Encoders.

            


    

     

     

    
      	þ	 31.	
              Test
                Results for Two-Channel Real-Time Dolby Digital Professional
                Encoders*

              This
                check sheet should be used to document the results when testing a
                two-channel Dolby Digital Professional
                Encoder.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	þ	 32.	
              Reference
                Audio Precision Test Templates for the two-channel Dolby Digital
                Professional Encoders*

              Standard At2 files with reference
                measurements ready for testing.

            


    

     

    
      	þ	 33.	
              Sample
                Timecode Signals

              This is a set of WAV files containing
                linear
                timecode used to test the timecode capabilities of a Dolby Digital
                Professional Encoder.

            


    

     

     

    *Confidential
      Information

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    APPENDIX
      C

     

    SCHEDULE
      OF TRADEMARKS

     

    DOLBY
      DIGITAL PROFESSIONAL ENCODER

     

    
      	1.	 	
              Trademarks:

            


    

     

    
      	 	
              a.

            	
              Dolby
                Digital

            


    

     

    
      
        
          	
                	b.	
                  LOGO
                    DOLBY DIGITAL PRO ENCODER®

                


        

      

    

     

    
      
        	
                2.
                  

              	
                System
                  Designator, for example:

              	
                professional
                  encoder, or

              
	 	
                 

              	
                technology,
                  or

              
	 	
                 

              	coding
                system, or
	 	
                 

              	soundtrack,
                or 
	 	
                 

              	
                other
                  generic terms

              


      

    

    
       

      
         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      D

     

    SCHEDULE
      OF NOTICES

     

    DOLBY
      DIGITAL

     

    Implementation
      Notice:

     

    Licensee
      shall provide the following notice in all data sheets, applications notes and
      the like: “Supply of this Implementation of Dolby technology does not convey a
      license nor imply a right under any patent, or
      any
      other industrial or intellectual property right of Dolby Laboratories, to use
      this Implementation in any finished end-user or ready-to-use final product.
      It
      is hereby notified that a license for such use is required from Dolby
      Laboratories.”

     

    Copyright
      Notice:

     

    The
      following notice is preferred: “Confidential Information – Limited Distribution
      to Authorized Persons Only. This software is protected under U.S. copyright
      laws
      as an unpublished work. Do not copy. Copyright 1992-1997 Dolby Laboratories,
      Inc. All rights reserved.”

     

    If
      space
      does not permit the notice recited above, an abbreviated notice may be used.
      In
      extreme cases the following may suffice: “Confidential Unpublished work. ©
      1992-1997 Dolby Labs.
      All
      rights reserved.”

     

    For
      software-only versions of the Implementation, it shall be sufficient to include
      the above notice in the form of an ASCII text string in the heading of all
      copies in all’forms.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      E

     

    SCHEDULE
      OF ROYALTIES

     

    DOLBY
      DIGITAL PROFESSIONAL ENCODER, 2 CHANNEL

     

    THE
      ROYALTY RATES BELOW REPRESENT CONSIDERATION OF THE AGGREGATE RELATIVE VALUES
      AND
      EXPIRATION DATES OF THE LICENSED TECHNOLOGY FOR THE CONVENIENCE OF THE PARTIES.
      THESE RATES WERE SELECTED TO AVOID THE DIFFICULTY AND EXPENSE OF ACTUALLY
      IMPLEMENTING A MORE COMPLEX MATRIX OF MULTIPLE RATES DEPENDANT UPON EXPIRATION
      DATES, RELATIVE VALUATIONS AND PRODUCTS.

     

    
      	
              Number
                of Licensed Devices

              per
                quarter

            	 	
              Royalty
                due per

              Licensed
                Device

            
	 	 	 
	
              On
                those from 1 to 250

            	
                         

            	
              $70.00

            
	
              On
                those from 251 to 500

            	 	
              $45.00

            
	
              On
                those from 501 to 1,000

            	 	
              $25.00

            
	
              On
                those above 1,000

            	 	
              $10.00

            


    

     

    “Licensed
      Device” means a full frequency range Audio Technology channel.

     

    Dolby
      Digital Professional Encoder royalty may be discounted by $5.00 per Licensed
      Device for Products which are made and Sold or otherwise distributed in a
      country where there are no Patents or Patent applications.

     

    Consumer
      Price Index – Royalties calculated according to the above rates are also
      multiplied by a factor which is determined each year by the change in the U.S.
      Consumer Cost of Living (COL) index between December 1993 (the date on which
      the
      present royalty system was introduced) and December of the year prior to the
      current year. This is to preserve the parity of the royalty scheme from one
      year
      to the next.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      F

     

    SCHEDULE
      OF LICENSED PRODUCTS

     

    DOLBY
      DIGITAL TWO-CHANNEL PROFESSIONAL ENCODER IMPLEMENTATION AND
      SYSTEM

     

    Dolby
      Digital Professional Encoder products can be designed to encode either two
      or
      5.1 channels of audio. The core encoder is implemented using object code for
      the
      Texas Instruments’ TMS320C6713 floating point DSP platform or the Freescale
      DSP56300 family of DSP chips, formerly known as Motorola.

     

    Encoder
      systems take the form of a hardware and/or software encoder integrated with
      other functionality, such as video encoding, transport stream multiplexing,
      a
      computer expansion card, or a software application. The licensee may not build
      an audio-only product that features a Dolby Digital encoder that is a complete
      self contained unit including power supply, input/output interfaces, and control
      system. Multiple instances of encoding is allowed, but the maximum number of
      instances that the software or hardware can encode must be specified and
      royalties are due per channel in each encoding instance. This specification
      does
      not cover,
      file-based I/O encoding.

     

    Encoder
      systems can have a built-in confidence audio decoder for monitoring the encoded
      bitstream, but may not include Dolby Pro Logic® decoding capability, a noise
      sequencer, bass management features, or level trims. The confidence decoder
      may
      not be sold as a stand-alone decoder unit.

     

    Product
      Requirements

    All
      digital audio inputs and output must confirm to one of the following
      specifications:

    AES-3id-2001,
      AES-3-2003, IEC60958-4 (2003-5), IEC60958-3 (2003-1). For the purpose of this
      document a digital input or output which complies with one of these standards
      will simply be referred to as an AES3 input or output.

     

    Inputs

    Audio

    Although
      the examples in Figures 1 and 2 show AES3 digital audio inputs only, a
      licensee’s application may also feature balanced analog or SDI inputs as other
      audio interfaces.

    
      
        

      

    

    
      	
              
                Note:

              

            	
              If
                the licensed application has analog inputs, it is required that the
                evaluation sample have the ability to switch to digital inputs for
                testing
                purposes.

            


    

    
      
        

      

    

     

    Metadata

    Licensed
      two-channel designs are highly recommended to provide an RS-485 port that is
      capable of accepting professional metadata from upstream (that is, external)
      equipment. The metadata present on this port must be capable of being parsed,
      and made available to the Dolby Digital preprocessing and encoder sub-routines.
      External metadata parameter values are also required to be made available to
      the
      operator via the front panel and/or software remote interface (if applicable).
      Please refer to the Licensee Information Manual for further
      details.

     

    Timecode
      (optional depending on application)

    If
      your
      application requires a time stamp data burst to be available at the output
      of
      the encoder, an interface must be provided to accept longitudinal time code
      per
      SMPTE 12M.

     

    Outputs

    The
      encoded Dolby Digital (AC-3) data is placed onto the AES3 interface as per
      SMPTE
      337M-2000, which is a common interface format for professional audio equipment.
      Details on formatting are specified in both SMPTE 337M-2000 and SMPTE 340M-2000.
      If the product has the option for the user to place timestamp data burst, then
      the timecode per SMPTE 12M shall be formatted as per SMPTE 339M-2000 (as a
      timestamp data type) and placed onto the AES3 interface. Figures 1 and 2 show
      devices capable of generating an AES3 compliant output. The licensee’s
      application may have a different or custom requirement for the output data.
      If
      so, different output circuitry may be needed.

     

    
      
        

      

    

    
      
        	
                
                  Note:

                

              	
                Although
                  the licensee’s product application need not include an AES3 output with
                  formatted Dolby Digital data, Dolby Laboratories requires the submitted
                  evaluation sample to include provisions for
                  AES3 output for the purpose of verification testing. If the evaluation
                  sample implements multiple encoders a single output, which can
                  be switched
                  between encoders, will suffice. Also, if the licensed application
                  does not
                  feature AES3 inputs, it is required that the evaluation sample
                  have the
                  ability to switch to digital inputs for testing purposes (for example,
                  a
                  signal format converter or MPEG stream demultiplexer). Any deviation
                  from
                  these requirements should be confirmed with Dolby Laboratories
                  in
                  advance.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Object
      Code for Texas Instruments

    The
      Dolby
      Digital encoder software for the Texas Instruments TMS320C6713 DSP is delivered
      in the form of an object code library. This file is referred to as the
subroutine and is to be linked with the user’s own software, referred
      to as executive
      code,
      or
      user code. The function of the core subroutine is to convert any number from
      1
      up to 5.1-channels of PCM audio into Dolby Digital audio. It does this by
      receiving blocks of PCM audio data and encoder parameter control information
      as
      input, and outputting encoded audio frames and status information. Triple stereo
      encoders on a 300MHz DSP (or double stereo encoders on a 225MHz) are currently
      supported with a migration path to a single 5.1-ch encoder on one hardware
      platform.

     

    By
      supplying licensees with pre-compiled encoder software, integration and
      development times are reduced, and the degree of confidence in the
      implementation is increased because the core software has been written and
      tested at Dolby Laboratories. Additionally, the separation of the core encoding
      algorithm from the executive code facilitates an easy upgrade path as the core
      algorithm improves over time.

     

    The
      core
      subroutine is a relocatable object library file. The encoder system (product)
      developer links the subroutine library with their own customized executive
      code.
      Special consideration must be given to the subroutine section locations and
      memory resource usage.

     

    The
      sequence for calling any Dolby subroutine involves setting up an Input Parameter
      List, which is a data structure containing bit fields as defined by the Dolby
      DSP Software Interface Protocol (referred to as the “SIP”), and then calling a
      generic “Dolby subroutine” with an identifier of which function is requested,
      i.e., DOLBY DIGITAL Encode, 90° phase-shift, etc. The requested process will
      then be executed and, when finished, will return information about the version,
      status, and output parameters for the particular function. The executive source
      code which is supplied as part of the licensed software package illustrates
      by
      example how to set up the SIP and call the encode subroutine. No changes may
      be
      made to the core subroutine code.

     

    The
      subroutine requires certain minimum hardware resources in order to execute
      properly. A block diagram for the Dolby Digital encoder sample
      design.
      circuit
      is depicted below in Figure 1. A schematic diagram for the hardware reference
      design is included in the licensed materials along with this
      document.

     

    Note
      that
      the schematic diagram is not complete, in.
      that it
      does not show, all necessary components for the licensee’s final design. It does
      show circuit elements which are essential to the encoder functionality. Items
      which are fundamental to all digital circuits (such as power bypass capacitors)
      are left to the licensee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
 

    Figure
      1 Dolby
      Digital Encoder Sample Design Circuit

     

    MEMORY:
      The
      minimum external RAM requirement is 1 Mbyte. The sample design shows 16Mbytes
      available. The minimum external FLASH requirement is 600Kbyte. The licensee
      may
      chose to use smaller or larger memory devices than those used for the sample
      design.

     

    MEMORY
      SPEED: In
      order
      to guarantee error-free memory operation, it is imperative to ensure that the
      selected devices comfortably meet all timing requirements. In order for the
      encoder to comfortably run in real time the EMIF should be run at the maximum
      speed of 100MHz. A conservative.
      design
      might utilize 7.5 ns SDRAM

     

    Object
      Code Format for Freescale

    The
      Dolby
      Digital encoder software for the Freescale DSP56300 family of DSPs is delivered
      in the form of an object code file. This file is referred to as the subroutine
      and is
      to be linked with the user’s own software, referred to as executive
      code,
      or user
      code.

     

    The
      executive code deals with all software application-specific and/or
      hardware-related issues, such as input/output interfacing and user-interface
      details. The executive code also calls the encoder subroutines, which takes
      blocks of PCM data and encoder parameter control information as input and
      generates Dolby Digital audio frames and status information as
      output.

     

    The
      licensee is required to maintain the executive code that calls the encoder
      subroutines using the standard Dolby DSP Software Interface Protocol (SIP).
      The
      licensee may write its own executive code and user-interface application
      (keeping the nomenclature the same) for licensed hardware- or software-based
      Dolby Digital Professional Encoder applications. No changes may be made to
      the
      core subroutine code.

     

    The
      two-channel Dolby Digital encoder hardware sample design circuit using
      Freescale’s 56XXX DSP is shown in Figure 2. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    


    Figure
      2 Two-Channel Dolby Digital Encoder Sample Design Circuit

     

    When
      configured for two-channel operation, the Dolby Digital encoder subroutine
      can
      run on a single DSP56301 operating at 66 MHz (66 MIPS).

     

    The
      minimum RAM requirement is 64k words. The external memory should be configured
      as a single, linearly addressed bank (no P/XIY distinction needed). Figure
      2
      shows this implemented by using two banks of 32k-by-8 devices. The minimum
      memory requirement accounts for estimated memory needs for the executive code,
      and so includes all necessary memory.

     

    Application-Specific
      Requirements

    In
      all
      applications the licensed encoder may not allow the user to generate a Dolby
      Digital bitstream in the 1+1 (dual-mono) coding  mode,
      since it is an illegal mode for ATSC broadcast.

     

    DVD
      Authoring Applications

    The
      Dolby
      Digital Encoder for DVD has the following requirements:

    
       

      
        
          	 	
                  ·

                	
                  Timecode
                    per SMPTE 12M shall be formatted as per SMPTE 339M-2000 (as a
                    timestamp
                    data type) and placed onto the AES3 interface as per SMPTE 337M-2000.
                    For
                    file-based outputs, the encoder must be capable of placing timestamp
                    information within the .ac3 file. 

                


        

        
          	 	 	 


        

        
          	 	
                  ·

                	
                  A
                    batch mode for encoding files which allows users to specify a
                    number of
                    input files to encode sequentially (file-based systems
                    only).

                


        

      

       

      
        	 	
                ·

              	
                A
                  batch mode for changing encoder parameters which allows alterations
                  to the
                  encoder parameters and output file names from file to file (file-based
                  systems only).

              


      

       

      
        	 	
                ·

              	
                A
                  regularly updated indicator to verify that the encoder is working;
                  a
                  progress indicator is the recommended
                  method.

              


      

    

     

    Broadcast
      Applications

    The
      Dolby
      Digital encoder has specific requirements when used in products licensed for
      broadcast use, including
      server-based software encoders.

    
       

      
        	 	
                ·

              	
                Complete
                  support of external professional metadata In both hardware and
                  software.
                  Required in 5.1-channel applications, highly recommended in two-channel
                  applications.

              


      

       

      
        	 	
                ·

              	
                Complete
                  support for Dolby Digital Metadata as defined in ATSC A/52A. (That
                  is, the
                  encoder must generate
                  and provide access to Dolby Digital
                  Metadata.)

              


      

       

      
        	 	
                ·

              	
                A
                  mode where a single AES3 input can be made capable of accepting
                  and
                  passing without alteration a pre-compressed Dolby Digital (AC-3)
                  bitstream
                  (as per SMPTE 337M-2000 and SMPTE
                  340M-2000).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                ·

              	
                An
                  audio encoder bypass mode that will enable the encoder to send
                  a
                  pre-encoded digital stream (such as a Dolby Digital bitstream)
                  to the
                  output. Encoder bypassing is useful for not re-encoding a previously
                  encoded bitstream.

              


      

       

      
        	 	
                ·

              	
                A
                  timecode input is optional. If the equipment is designed to work
                  with
                  other systems, such as MPEG multiplexers, that require timecode
                  (or
                  timestamp data as per SMPTE 339M-2000) then the device must be
                  capable of
                  supporting external timecode.

              


      

       

      
        	 	
                ·

              	
                A
                  method for audio/video synchronization which is described in detail
                  in the
                  Test
                  Procedure for Professional Dolby Digital Encoders.
                  Test
                  material is included with the deliverable
                  kit.

              


      

       

      
        
          	 	
                  ·

                	
                  
                    The Dolby
                      Digital system is capable of providing protection against overmodulation
                      distortion when a Dolby
                      Digital stream is decoded and subsequently modulated onto a
                      RF carrier.
                      This feature is provided only for situations when RF remodulation
                      is
                      anticipated, so it is disabled (set to “off”) by default. Other default
                      parameter settings will also be included in the development
                      kit.

                  

                


        

         

      

      Other
        Applications

    

     

    If
      your
      application is any other than those listed above, please contact Dolby
      Laboratories at prolicensing@dolby.com to
      confirm that your application is covered under the license
      agreement.