Exhibit
10.39


CONFIDENTIAL TREATMENT


 


PORTIONS OF THIS EXHIBIT HAVE
BEEN OMITTED AND ARE BEING FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION IN A CONFIDENTIAL TREATMENT REQUEST UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  THE SYMBOL “[***]” IN THIS
EXHIBIT INDICATES THAT INFORMATION HAS BEEN OMITTED.













SETTLEMENT
AND LICENSE AGREEMENT


This Settlement and License
Agreement (“Agreement”) is effective as
of April 25, 2007 (“Effective Date”), between
Cisco Systems, Inc. (“Cisco”),
with its principal place of business at 170 West Tasman Drive, San Jose, CA
95134 and Forgent Networks, Inc. (“Forgent”),
with its principal place of business at 108 Wild Basin Drive, Austin, TX
78746, collectively (the “Parties”).


RECITALS


WHEREAS, Forgent
brought suit against certain customers of Scientific-Atlanta, Inc., (“Scientific-Atlanta”), an Affiliate
(as defined below) of Cisco, in Forgent Networks, Inc. v.
Echostar Communications Corporation et al., Civil Action No. 6:06-cv-00208-LED
(E.D. Tex., filed July 14, 2005) (the “Forgent Action”) alleging
infringement of United States Patent No.  6,285,746 (the
“Asserted Patent”);


WHEREAS, Scientific-Atlanta
filed a separate declaratory judgment action against Forgent alleging, inter
alia, that the Asserted Patent is invalid and not infringed;


WHEREAS, Scientific-Atlanta’s
declaratory judgment action was subsequently consolidated into the Forgent
Action;


WHEREAS, Forgent alleged
infringement claims against Scientific-Atlanta;


WHEREAS, Cisco and Cisco
Technology, Inc. brought suit against Forgent in Cisco
Systems, Inc. and Cisco Technology, Inc. v. Forgent Networks, Inc.,
Civil Action No. 07-C-0085-S (W.D. Wisc., filed Feb. 14, 2007) (the “Cisco Action”)  alleging
infringement of United States Patent No.  5,720,023 and
United States Patent No. 6,295,527;


WHEREAS, the Parties now desire
to settle all claims presented in the Forgent Action and the Cisco Action and
all actions or conduct that predated execution of this Agreement, fully,
finally and without making any admissions or concessions concerning their
respective factual or legal positions; and


WHEREAS,
Forgent and its Affiliates own certain patents to which Cisco and its
Affiliates desire a license and release from any claims of past infringement;


THEREFORE, in
consideration of the promises and mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Cisco and Forgent, each on behalf of itself and its
Affiliates, agree as follows:



 2
 









AGREEMENT


Section
1.              DEFINITIONS


1.1           “Acquire”
or “Acquisition” shall mean:


(a)           If the Entity has voting shares or other
voting securities, an acquisition of an Entity in which more than fifty percent
(50%) of the outstanding shares or securities representing the right to vote
for the election of directors or other managing authority for such Entity
becomes owned or controlled directly or indirectly by another Entity; or


(b)           If the Entity does not have voting shares or
other voting securities, an acquisition of an Entity in which more than fifty
percent (50%) of the ownership interest representing the right to make
decisions for such Entity becomes owned or controlled directly or indirectly by
another Entity; or


(c)           An acquisition of all or substantially all of
the assets of an Entity directly or indirectly by another Entity.


1.2           “Affiliate(s)”
of a Party shall mean any and all entities, now or in the future and for
so long as the following ownership and control exists, that: (i) own or
control, directly or indirectly, the Party; (ii) are owned or controlled by, or
under common control with, directly or indirectly, the Party; or (iii) are
owned or controlled, directly or indirectly, by a Parent Company.  For
purposes of the preceding sentence, own or control shall mean:


(a)           If the Entity has voting shares or other voting securities, ownership
or control (directly or indirectly) of more than fifty percent (50%) of the
outstanding shares or securities entitled to vote for the election of directors
or other similar managing authority for such Entity; or


(b)           If the Entity does not have voting shares or other voting securities,
ownership or control (directly or indirectly) of more than fifty percent (50%)
of the ownership interest representing the right to make decisions for such
Entity.


1.3           “Authorized Third Party” shall mean
any Entity that is implicitly or explicitly authorized by a Party or its
Affiliates to exercise any legal rights or to perform any activities with
respect to [***], including
without limitation, suppliers, manufacturers, original equipment or device
manufacturers, assemblers, replicators, integrators, distributors, resellers,
value-added resellers, customers [***]
and users, provided that such rights shall extend to such Entities only with
respect to [***].


1.4           “Entity”
shall mean a corporation, association, partnership, business trust, joint
venture, limited liability company, proprietorship, unincorporated association,
individual or other entity that can exercise independent legal standing.



 3
 









1.5           “Forgent Patents” shall mean any and
all classes and types of patents, patent applications, and patent rights
recognized anywhere in the world having a filing date or priority date on or
before the Effective Date or within two (2) years after the Effective Date, including, without limitation, U.S. Patent No. 6,285,746,
and all other utility patents and utility models, that Forgent or any of its
Affiliates owns, has, acquires, or has the right to enforce, now or within two
(2) years after the Effective Date, and all patents claiming benefit, in whole
or in part, of any of their filing dates including, but not limited to,
extensions, divisionals, continuations, continuations-in-part, reissues,
reexaminations, substitutions and foreign counterparts of any of the foregoing.


1.6           “Licensed Products” shall mean any and all products and services
[***].


1.7           “Combination Products” shall mean:


(a)           A combination of Licensed Products; and/or


(b)           A combination of one or more Licensed
Products with [***].


1.8           “Parent Company”
shall mean any Entity that owns or controls (directly or indirectly) more than
fifty percent (50%) of the outstanding shares or securities representing the
right to vote for the election of directors or other managing authority of a
Party.


1.9           “Party” or “Parties” shall mean either Cisco,
Forgent, or both, as the context indicates.


1.10         “Program”
shall mean a plurality of instructions capable of being interpreted or executed
by a product, whether or not such instructions are in a machine-readable form
and whether or not such instructions require some processing (such as assembly
or compilation) prior to interpretation or execution and whether or not such
instructions are implemented in hardware or software.


1.11         [***]


Section 2.              GRANT OF RIGHTS


2.1           Forgent Grant.  Subject to the terms and conditions contained
herein, Forgent, on behalf of itself and its Affiliates, grants to Cisco and
its Affiliates a nonexclusive, worldwide, royalty-free, irrevocable, perpetual,
and fully paid-up license, under all Forgent Patents:


(a)           to make (including the
right to use any apparatus and practice any method in making), use, sell, offer
for sale, lease, export, import or otherwise dispose of Licensed Products; and



 4
 









(b)          to have
Licensed Products made or otherwise provided by one or more third parties for
the use, sale, offer for sale, lease, exportation, importation, or disposal by
Cisco, its Affiliates, or Authorized Third Parties.


2.2           Authorized Third
Parties.  Authorized Third Parties shall
be licensed under the Forgent Patents to:


(a)           make, use, sell, offer for sale, lease, export,
import or otherwise dispose of [***];  and/or


(b)           use a method or process claimed in a Forgent Patent that [***],
and to sell, offer for sale, lease, export, import or otherwise dispose of [***].


2.3           Covenant.  Each party, on behalf of itself and its
Affiliates, covenants not to sue or threaten to sue (or instruct, encourage, or
aid a third party to sue or threaten to sue) the other party, its Affiliates,
or Authorized Third Parties for a period of five (5) years from the Effective
Date; provided, however, that such
covenant as to Authorized Third Parties shall be limited to a covenant only
with respect to claims of infringement of Forgent Patents with respect to
[***].  Damages shall not accrue
during this covenant period and neither party shall seek or recover any past
damages accrued during this covenant period in any later proceeding.


2.4           Limitation on
Assertions.  In any communication or
litigation filing by Forgent, its Affiliates, or representatives alleging
infringement of any of the Forgent Patents, Forgent’s assertion of infringement
shall not, in any way, rely upon the functionality, structure, or other
characteristics of a Licensed Product or a Combination Product; provided that
this Section 2.4 shall not be interpreted to prohibit Forgent from addressing
an issue raised by the defendants in the Forgent Action.


2.5           Scope of Activities
and Rights.  Each Party acknowledges
and agrees that the terms make, use, sell, offer for sale, lease, export,
import and otherwise dispose of as used throughout this Agreement with
reference to Licensed Products or Combination Products includes, without
limitation, licensing, leasing, and any other form or type of conveyance or
commercial activity.  Each Party
acknowledges and agrees that the term license and the term right(s) as used
throughout this Agreement with reference to Forgent Patents includes any
license, release, covenant, immunity, or other right.


2.6           Limitations.  To the extent Forgent
or any of its Affiliates has or acquires less than full rights with respect to
any Forgent Patents, the license or other rights granted by Forgent under such
Forgent Patents shall be for as much of such terms as, and to the maximum
extent that, Forgent or its Affiliates has the right to grant.


2.7           Interfaces.  If Cisco or its Affiliates licenses or
provides a proprietary specification to a third party, where such specification
includes a [***], such third
party shall be immune from any claim or suit under any Forgent Patent for
making, using,



 5
 









leasing, importing,
exporting, offering for sale or otherwise disposing [***] to communicate with a product or
portion thereof that is a Licensed Product.


2.8           Programs and Program
Modifications.  Forgent, on behalf of
itself and its Affiliates, hereby represents, warrants and irrevocably
covenants to Cisco and its Affiliates that third parties who receive Programs
that are [***] shall be immune
from any claim or suit under the Forgent Patents for the formation, modification,
use, sale, license, offer for sale, lease (including license of software),
importation, exportation, distribution, disposal, or other transfer of any
changes, additions, or modifications of such Programs.


2.9           Third Party Lawsuits.  To the extent that
Forgent or its Affiliates own or control a patent on the Effective Date or
within two (2) years after the
Effective Date that, in the absence of a grant of licenses or other rights
under such patent to a third party by Forgent or its Affiliates, would
otherwise qualify as a Forgent Patent, Forgent and its Affiliates covenant not
to sue or threaten to sue (or instruct, encourage, or aid a third party to sue
or threaten to sue) Cisco, its Affiliates, or Authorized Third Parties for
infringement of such patent; provided, however, that such covenant as to
Authorized Third Parties shall be limited to a covenant only with respect to
claims of infringement with respect to [***].


Section 3.              RELEASES


3.1           Mutual Release.  Each Party, on behalf of itself and its Affiliates,
successors and assigns, hereby releases, acquits and forever discharges the
other Party and its Affiliates, and all of their respective current and former
predecessors, successors, agents, attorneys, employees, officers,  and directors, (collectively “Released Parties”) from any and all
actions, causes of action, claims or demands, liabilities, losses, damages,
attorneys’ fees, court costs, or any other form of claim or compensation for
known and unknown acts, including without limitation any claim of infringement
of patents, that happened prior to the Effective Date, and such Party, on
behalf of itself and its Affiliates, covenants not to sue or threaten to sue
(or instruct, encourage, or aid a third party to sue or threaten to sue) any
Released Party on account of any such claim.


3.2           Forgent Release of Authorized Third Parties.  Forgent,
on behalf of itself and its Affiliates, successors and assigns, hereby
releases, acquits and forever discharges [***]
from any and all actions, causes of action, claims or demands, liabilities,
losses, damages, attorneys’ fees, court costs, or any other form of claim or
compensation for claims of infringement, whether known and unknown, related to
the Forgent Patents with respect to [***].  Forgent, on behalf of itself and its
Affiliates, covenants not to sue or threaten to sue (or instruct, encourage, or
aid a third party to sue or threaten to sue) any ATP Released Party on account
of any such claim.


3.3           Acquired Company.  In
the event of an Acquisition of an Entity (“Acquired Company”)
by Cisco or its Affiliates, then Forgent, on behalf of itself and its
Affiliates, shall release the Acquired Company and all of its current and
former officers, employees, agents, directors, shareholders, owners, users,
customers, distributors, resellers (including



 6
 









value-added
resellers), manufacturers (including original equipment or device
manufacturers), assemblers, replicators, and integrators [***] of such Acquired
Company.


3.4           Departing Affiliates.  If
an Affiliate ceases to be an Affiliate of Cisco after the Effective Date (“Departing Affiliate”), any licenses,
rights, covenants, releases and other immunities provided to the Departing
Affiliate under this Agreement with respect to the Forgent Patents [***] of
such Forgent Patents.


3.5           Release of Unknown Claims.  Each
release contained in this Agreement extends to claims to which the Parties and
their respective Affiliates do not know or suspect to exist in their favor,
which if known by them, would have materially affected their decision to enter
into the releases contained in this Agreement. 
Without acknowledging the application of California law to this
Agreement, each of the Parties, on behalf of itself and its Affiliates,
acknowledges that it is familiar with Section 1542 of the Civil Code of the
State of California, which is quoted as follows:


A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW, OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


The Parties expressly waive their right under Section
1542 as to any unknown claims within the scope of the releases under this
Agreement.


Section 4.              DISMISSAL AND PAYMENT


4.1           Dismissal.  Within three (3) business days of the
Effective Date, Forgent will dismiss with prejudice all claims brought against
Scientific-Atlanta in the Forgent Action and Cisco shall cause
Scientific-Atlanta to dismiss with prejudice all claims brought against Forgent
in the Forgent Action by filing an Agreed Motion to Dismiss with Prejudice and
Agreed Order of Dismissal substantially in the form attached hereto as Exhibit
A.  Within three (3) business days of the
Effective Date, Forgent will dismiss with prejudice all claims brought against
Cisco in the Cisco Action and Cisco will dismiss with prejudice all claims
brought against Forgent in the Cisco Action (and Cisco shall cause Cisco
Technology, Inc. to also dismiss with prejudice all claims brought against
Forgent in the Cisco Action) by filing an Agreed Motion to Dismiss with
Prejudice and Agreed Order of Dismissal substantially in the form attached
hereto as Exhibit D.


4.2           Conditional
Dismissal.  Provided that a
settlement agreement is reached with [***],
Cisco will use reasonable efforts to have each [***] enter into a Release Agreement in the form of that
attached as [***] with
Forgent.  Within three (3)



 7
 









business days of the
effective date of the [***],
Forgent will dismiss with prejudice all claims brought against the [***] that has signed the [***] by filing an Agreed Motion to
Dismiss with Prejudice and Agreed Order of Dismissal substantially in the form
attached hereto as [***].


4.3           [***]


4.4           [***]


4.5           Complete Payment.  The payment in Section 4.3 shall be the total
compensation for Forgent for the rights and releases granted in this Agreement,
and no additional payment will be made or owed to Forgent, their Affiliates, or
any other party by Cisco or its Affiliates or Authorized Third Parties for the
rights and releases granted in this Agreement.


4.6           Taxes.  Forgent will be responsible for any duties,
taxes, and/or levies to which it is subject as a result of any payment
hereunder.


4.7           Costs and Expenses.
The Parties agree that each Party shall be responsible for its own costs and
expenses relating to the Forgent Action and to the Cisco Action (including
attorney and expert fees and expenses).


Section 5.              TERM AND TERMINATION


5.1           Term.  The term of the licenses
granted under this Agreement shall be from the Effective Date until the last of
the Forgent Patents expires.  All other
provisions in this Agreement including, but not limited to, the releases,
immunities, and the covenants not to sue (other than to the extent specified in
this Agreement) shall continue in perpetuity.


Section
6.              REPRESENTATIONS AND WARRANTIES


6.1           Authority.  Each Party, on behalf of
itself and its Affiliates, represents and warrants that the individuals signing
this Agreement have full authority or authorization to execute this Agreement
for, and on behalf of, and to bind the Parties and their Affiliates, and that,
when signed, this Agreement will be binding and enforceable according to its
terms.


6.2           No
Conflicts. Each Party, on behalf of itself and its Affiliates, represents
and warrants that neither it, nor
any of its Affiliates, will enter into any other agreement or understanding in
conflict with the provisions contained in this Agreement.


6.3           Right and Title.  Forgent, on behalf of itself and its
Affiliates, represents and warrants to Cisco that:  (a)  Forgent
owns all rights, title, and interest in and to the Forgent Patents, and that no
other third party owns any right to recover for infringement of or to assert
any rights in the Forgent Patents (with the exception of agreements with
Forgent’s legal counsel); (b) Forgent has the right to grant the licenses,
rights, releases,



 8
 









covenants, and
immunities of the full scope set forth in this Agreement with respect to all
Forgent Patents; (c) Forgent has not granted and will not grant any licenses or
other rights, under the Forgent Patents or otherwise, that would conflict with
or prevent the licenses and rights granted to Cisco hereunder; and (d) there
are no liens, conveyances, mortgages, assignments, encumbrances, or other
agreements that would prevent or impair the full and complete exercise of the
terms of this Agreement.  Forgent agrees
to indemnify and hold Cisco and its Affiliates harmless from any claim brought
in violation of the representations and warranties in this Section 6.3 and from
any claim brought by any third party that owns any right to recover for
infringement of or to assert any rights in the Forgent Patents.


6.4           No Patent
Circumvention.  Other than with
respect to the prior transfer by Forgent of its patents to Tandberg Telecom AS
in November 2006, Forgent, on behalf of itself and its Affiliates represents
and warrants that neither it, nor any of its Affiliates, has entered into any
transaction since the filing of the Forgent Action, wherein which the result of
the transaction was to remove any patents, patent applications, or patent
rights from the definition of Forgent Patents. 
Forgent, on behalf of itself and its Affiliates, represents and warrants
that, other than with respect to the prior transfer by Forgent of its patents
to Tandberg Telecom AS in November 2006, there has been no transfer of any
patents or patent rights by Forgent or its Affiliates to any third party since
the filing of the Forgent Action and that all patents or patent rights owned or
controlled by Forgent or its Affiliates as of the filing of the Forgent Action
are included in this definition of Forgent Patents.


6.5           Control of Patents. Forgent, on behalf of itself and its
Affiliates, hereby represents and warrants to Cisco that, as of the Effective
Date, Forgent and/or its Affiliates own or control all patents of any ultimate
parent company of Forgent, if any, existing as of the Effective Date (“Current Parent”) or any Affiliate of
any Current Parent, if any.


6.6           Full Rights.  To the extent that Forgent and its Affiliates
do not have the rights to grant fully the releases, licenses, covenants and
other rights set out in this Agreement, each of them grants the broadest such
rights that it is entitled to grant consistent with the terms set out herein.


6.7           DISCLAIMER. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, NOR SHALL EITHER PARTY HAVE ANY LIABILITY IN RESPECT OF ANY
INFRINGEMENT OF PATENTS OR OTHER RIGHTS OF THIRD PARTIES DUE TO THE OPERATION
OF THE PARTY OR ITS AFFILIATES UNDER THE LICENSE, RIGHTS, RELEASES OR OTHER
IMMUNITIES HEREIN GRANTED.  EACH PARTY
AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY WARRANTIES OF VALIDITY,
ENFORCEABILITY, SCOPE, PERFECTION OR DOMINANCE OF THE FORGENT PATENTS.



 9
 









Section
7.              CONFIDENTIALITY


7.1           Nondisclosure.  Each
Party, on behalf of itself and its Affiliates, agrees not to disclose this
Agreement or the terms or conditions contained herein (collectively “Confidential Information”) to any
third party (other than its Affiliates) without the prior written consent of
the other Party.


7.2           Exceptions. A
Party or its Affiliates may disclose Confidential Information, on or after the
Effective Date, only:


(a)           On a confidential
basis, to advise its actual or potential Authorized Third Parties that they are
licensed under the Forgent Patents and the extent to which they are licensed;


(b)           If required by court
order, governmental agency or as otherwise may be required by law, provided the
Party required to disclose gives the other Party written notice at least ten
(10) days prior to disclosure to enable the other Party to seek a protective
order, and reasonable steps are taken by the disclosing Party to maintain the
confidentiality of the Confidential Information;


(c)           If required to enforce
rights under this Agreement, and reasonable steps are taken by the disclosing
Party to maintain the confidentiality of the Confidential Information; or


(d)           To the extent
reasonably necessary, on a confidential basis, to: (i) its accountants,
attorneys, and financial advisors; (ii) its present or future providers of
venture capital and/or potential investors in or Acquirers of such Party; (iii)
any governmental body having jurisdiction and calling therefore; (iv) legal
counsel representing a Party or representing an Entity proposing to merge with
or acquire the Party or one of its Affiliates; (v) a Party’s insurer; or (vi)
third parties in connection with financing or potential acquisition activities;
provided that, in the situations described in (ii) through (vi), such Party
exercises reasonable efforts, consistent with industry norms, to obligate such
third parties to maintain the confidentiality of the Confidential Information.


(e)           Forgent may only
publicly issue an announcement substantially similar to what is attached as
Exhibit E as its press release and body of its initial Form 8-K with respect to
this Agreement.  Notwithstanding the confidentiality obligations in this Agreement,
each Party acknowledges and agrees that the other Party may comply with its
securities disclosure obligations under applicable laws and regulations, including securities laws and regulations and continuous disclosure
obligations, including referencing or disclosing
this Agreement and any of its statements as required (each such
disclosure as to this Agreement or any of its
Exhibits, a “Securities Disclosure”)
subject to the provisions of this Section. 
In making a Securities Disclosure, each
Party agrees to act in good faith to maintain the confidentiality of this
Agreement,  each
provision hereof, and each Exhibit hereto, to the greatest extent reasonably
possible, consistent with all legal and regulatory obligations.  In all instances, the Party making a
Securities Disclosure



 10
 









shall consult with the
other Party at least five (5) days prior to releasing or filing the Securities
Disclosure and respond to any related request for confidential treatment (“CTR”).  Following its response, the disclosing Party
shall provide reasonable opportunity for discussion at the request of the other
Party regarding the CTR and the scope of the Securities Disclosure.  Any disclosing Party agrees to work in good
faith with the other Party regarding any Securities Disclosure and any CTR to
implement the foregoing, with the understanding that the disclosing Party
maintains full authority to determine in good faith, consistent with the
foregoing obligations, the extent of disclosure that is required to be made to
comply with all applicable laws and regulations.


Section
8.              ASSIGNMENT


8.1           No Assignment.  Neither Party shall assign or delegate this
Agreement in whole or in part, or any of the licenses, rights, covenants,
immunities, releases, or duties under this Agreement, by agreement, merger,
reorganization, sale of all or substantially all of its assets, operation of
law or otherwise, including in connection with the insolvency or bankruptcy of
the Party, without the prior written consent of the other Party.  Notwithstanding the foregoing, Cisco and its
Affiliates may (i) assign their rights under this Agreement to any of their
Affiliates, and (ii) assign their rights and delegate their duties to (a) an
acquirer of all or substantially all of the equity or assets of their business
to which this Agreement relates or (b) the surviving entity in any merger,
consolidation, equity exchange, or reorganization of their business to which
this Agreement relates.


8.2           Tax Assignment.
Notwithstanding Section 8.1, a Party may assign or delegate this Agreement in
whole or in part, or any of the licenses, rights, covenants, immunities,
releases, or duties under this Agreement, to an Affiliate for tax purposes, but
if the Affiliate ceases to be an Affiliate, then any such assigned or delegated
licenses, rights, covenants, immunities, releases, or duties under this
Agreement shall be assigned or delegated back to the associated Party or its
Affiliates prior to the date the Affiliate ceases to be an Affiliate.


8.3           Assignments Subject
To This Agreement. All Forgent releases, covenants not to sue, licenses,
and rights granted herein shall run with the Forgent Patents and shall be
binding on any successors-in-interest, assigns, or acquirers of any rights
thereof.  Forgent and its Affiliates
shall not assign, or grant any right that impairs Cisco, its Affiliates or Authorized
Third Parties’ rights under this Agreement, to any other party unless such
assignment or grant is subject to all of the terms and conditions of this
Agreement, and such other party executes an agreement agreeing to be bound by
all of the terms and conditions of this Agreement.  Any attempted assignment or grant in
contravention of this Section 8.3 shall be null and void.  This Agreement shall be binding upon, inure
to the benefit of, and be enforceable by the Parties and their successors and
permitted assigns.


Forgent, on behalf
of itself and its Affiliates, represents and warrants to Cisco that in
connection with assigning or otherwise transferring any rights in and to any
patents subject to the licenses and covenants in Section 2 to any third party
(whether by



 11
 









agreement or operation of
law, including but not limited to any assignments or transfers resulting from
dissolution, bankruptcy, reorganization, or other corporate event), Forgent
shall: (i) require the assignee or transferee to provide covenants not to sue
with respect to any such assigned or transferred patent substantially identical
to the covenants in Section 2; (ii) require the assignee or transferee to agree
to be bound by the provisions, disclaimers, and restrictions of Section 2 with respect
to such assigned or transferred patent; and (iii) require the assignee or
transferee to agree that any further assignees or transferees that receive any
rights in and to any such assigned or transferred patent are subject to all of
the provisions of this Section 8.3. 
Forgent will defend and indemnify Cisco and its Affiliates for any claim
brought in violation of this Section 8.3 and from any claim brought by any
third party that owns any right to recover for infringement of or to assert any
rights in the Forgent Patents.


8.4           Noncompliance.  Any assignment failing to comply with the
terms and conditions of this Section 8 shall be null and void.


Section
9.              MISCELLANEOUS


9.1           No
Admission.  Neither the negotiation,
execution, nor performance of this Agreement, nor anything contained herein,
constitutes an admission by Cisco or its Affiliates or Authorized Third Parties
of liability, infringement or validity of the Forgent Patents.


9.2           Other Rights.  Nothing contained in this Agreement shall be
construed as limiting the rights that the Parties or their Affiliates have
outside the scope of the licenses, covenants, immunities, and releases granted
hereunder, or contractually restricting the right of either Party or any of its
Affiliates to make, have made, use, lease, license, sell, offer for sale,
import, distribute or otherwise dispose of any particular product, including
products not herein subject to the licenses, releases, immunities or covenants.


9.3           Other Intellectual
Property.  Nothing contained in this
Agreement shall be construed as conferring any right or license to or to
otherwise use any copyright, patent, patent application, trademark, service
name, service mark, trade dress, trade secret or other intellectual property
belonging to Cisco, its Affiliates, or Authorized Third Parties.  This provision shall not be construed as
being inconsistent with Sections 2.3, 3.1, 4.1, 4.2, or the provisions
contained in Exhibit C.


9.4           Notices.  Notices and other
communications shall be sent by facsimile (with confirmation of transmission),
or by express courier (with tracking capabilities and costs prepaid) to the
following addressees and addresses (or such other addressee and address as
shall be designated by a Party in writing) and shall be effective upon delivery:


	
  For Forgent:

  	
  For Cisco:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 



 12
 









 


	
  

  	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
   

  	
  Tel:

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  And copy to:

  	
  And a
  copy to:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
   

  	
  Tel:

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  
												



 


9.5           Publicity and Use of
Name.  Subject to Section 7.2,
neither Party, nor any of its Affiliates, shall, without the prior written
consent of the other Party, refer to this Agreement or any of its provisions in
any statements to the press or public. 
Nothing contained in this Agreement shall be construed as conferring any
right to use in advertising, publicity or otherwise any trademark, trade name
or names or any contraction, abbreviation or simulation thereof, of either
Party or its Affiliates.


9.6           Condition of Binding Agreement; Amendments.  This
Agreement shall not be binding upon the Parties or their Affiliates until it
has been signed below by or on behalf of each Party.  No amendment or modification hereof shall be
valid or binding upon the Parties or their Affiliates unless made in writing
and signed as aforesaid, except that either Party may amend its address by
written notice to the other Party.


9.7           Severability.  If
any section of this Agreement is found by competent authority to be invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of such section in every other respect and the remainder of
this Agreement shall continue in effect so long as the Agreement still
expresses the intent of the Parties.  However,
if the intent of the Parties cannot be preserved, this Agreement shall be
either renegotiated or terminated.


9.8           Choice of Law; Venue.  This
Agreement shall be construed, and the legal relations between the Parties shall
be determined, in accordance with the federal law of the United States and the
laws of the state of Texas, USA, without regard to any conflict of law
provisions thereof.  The exclusive venue
for disputes arising out of this Agreement shall be the United States District
Court for the Western District of Texas, and the Parties and their Affiliates
agree to submit to the exclusive jurisdiction of such court.


9.9           Remedies.  The remedy for breach of this
Agreement shall be limited to damages and/or injunctive relief, as appropriate,
for breach of contract and shall not include remedies for patent infringement.



 13
 









9.10         No Liability.  IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY
OTHER PARTY OR ANY OTHER PERSON OR ENTITY (UNDER CONTRACT, STRICT LIABILITY,
NEGLIGENCE, OR OTHER THEORY) FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OPPORTUNITIES OR SAVINGS,
ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT.


9.11         Bankruptcy.  The Parties acknowledge and agree that the
Forgent Patents are “intellectual property” as defined in section 101(35A) of
the United States Bankruptcy Code (the “Code”), as
the same may be amended from time to time, that have been licensed hereunder in
a contemporaneous exchange for value. 
Forgent acknowledges that if Forgent, as a debtor in possession or a
trustee in bankruptcy in a case under the Code, rejects this Agreement, Cisco
may elect to retain its rights under this Agreement as provided in Section
365(n) of the Code.  Upon written request
from Cisco to Forgent or the bankruptcy trustee of Forgent’s election to
proceed under section 365(n), Forgent or the bankruptcy trustee shall comply in
all respects with 365(n), including, without limitation, by not interfering
with the rights of Cisco as provided by this Agreement.


9.12         Interpretation.  The
headings and designated sections of this Agreement are inserted for convenience
of reference only and are not intended to be a part of or to affect the meaning
or interpretation of this Agreement.  All
uses of “include” or “including” shall not be limiting.  The Parties have participated jointly in the
negotiation of this Agreement.  In the
event an ambiguity or question of intent or interpretation arises, the
Agreement shall be construed as if drafted jointly by the Parties and no
presumption or burden of proof shall arise favoring or disfavoring any Party by
virtue of the authorship of any of the provisions of this Agreement.


9.13         Integration.  This Agreement contains the
entire and only understanding between the Parties and their Affiliates with
respect to the subject matter hereof and supersedes any prior or collateral
agreements, negotiations and communications in connection with the subject
matter covered herein, whether oral or written, and any warranty, representation,
promise, or condition in connection therewith not incorporated herein shall not
be binding upon either Party or its Affiliates.


9.14         No Joint Venture. 
Nothing herein shall be deemed to constitute the Parties or their
Affiliates as joint venturers, partners or agents of each other.  Neither Party nor its Affiliates shall be
liable for any debts, accounts, obligations or other liabilities of the other
Party or its Affiliates.  Neither Party
nor its Affiliates is authorized to incur any debts or other obligations of any
kind on the part of or as agent for the other, except as may be specifically
authorized in writing.


9.15         Waiver.  No relaxation, forbearance,
delay or negligence by any Party in enforcing any of the terms and conditions
of this Agreement, or the granting of time by any Party to another, shall
operate as a waiver or prejudice, affect or restrict the rights, powers or
remedies of any Party.



 14
 









9.16         Counterparts and Facsimile.  This
Agreement may be executed on facsimile copies in one or more counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same Agreement.


9.17         Dispute
Resolution.   All disputes arising directly under the
express terms of this Agreement or the grounds for termination thereof shall be
resolved as follows.  First, the [***] of
both Parties shall meet to attempt to resolve such disputes.  If the [***] cannot resolve the disputes,
either Party may make a written demand for formal dispute resolution.  Within [***] days after such written demand,
the Parties agree to meet for [***] with an impartial mediator and consider
dispute resolution alternatives other than litigation.  If an alternative method of dispute
resolution [***], either Party may begin litigation proceedings.


9.18         No Circumvention.  The Parties agree not to act through or in
conjunction with third parties to circumvent or frustrate the purposes of this
Agreement, and further agree not to structure future transactions where the
effect of such transaction is to limit the licenses, rights, releases,
covenants, or immunities provided for under this Agreement.


9.19         Invalidity of Patents.  This Agreement shall not terminate even if
any Forgent Patent (or any claim thereof) is subsequently cancelled or
invalidated in reexamination, litigation or otherwise.


9.20         [***]


9.21         Excluded Entities.  Notwithstanding anything to the contrary in
any other provision of this Agreement, no right, grant, license, sub-license,
covenant, release, or any other benefit provided under this Agreement (other
than as set forth in the proviso below) shall extend now, or in the future, to
the following Entities, their current parents, current subsidiaries, and any of
their respective successors (as well as any of their respective customers, suppliers,
distributors and dealers as it relates to that Entity’s products), regardless
of any circumstance, including but not limited to whether any such Entity may
be or become a successor or an Affiliate of Cisco: [***]; provided, however,
that all rights, grants, licenses, sub-licenses, covenants, releases, and any
other benefit provided under this Agreement shall extend to an Excluded Entity
listed in (b) above with respect to Licensed Products and Combination Products,
if the Excluded Entity qualifies as [***].



 15
 









IN WITNESS WHEREOF, the Parties
have executed this Agreement through their duly authorized representatives as
of the Effective Date set forth above:


	
  CISCO SYSTEMS, INC.

  	
  FORGENT NETWORKS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 



 16















EXHIBIT
A


IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

TYLER DIVISION


	
  FORGENT NETWORKS, INC.

  	
   

  
	
  Plaintiff,

  	
   

  
	
  v.

  	
   

  
	
  ECHOSTAR TECHNOLOGIES

  	
   

  
	
  CORPORATION, et al.,

  	
   

  
	
  Defendants.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SCIENTIFIC-ATLANTA, INC. and

  	
  CONSOLIDATED

  
	
  MOTOROLA, INC.

  	
  C.A.
  NO.: 6:06-CV-208

  
	
  Plaintiffs,

  	
   

  
	
   

  	
   

  
	
  And

  	
   

  
	
   

  	
   

  
	
  DIGEO, INC.

  	
   

  
	
  Plaintiff
  in Intervention

  	
   

  
	
   

  	
   

  
	
  vs.

  	
   

  
	
   

  	
   

  
	
  FORGENT NETWORKS, INC.

  	
   

  
	
  Defendant
  and Counter Plaintiff

  	
   

  



 


AGREED
MOTION TO DISMISS WITH PREJUDICE


Pursuant
to Rule 41(a) and 41(c) of the Federal Rules of Civil Procedure and the terms
of a separate agreement, Plaintiff Forgent Networks, Inc. (“Forgent”) and
Defendant Scientific-Atlanta, Inc. (“Scientific-Atlanta”) (collectively, the “Parties”)
have agreed to settle, adjust and compromise all claims against each other in
this case.  The Parties, therefore, move
this Court to dismiss all claims by Forgent against Scientific-Atlanta and all
claims by Scientific-Atlanta against Forgent with prejudice to the re-filing of
same.



 17
 









A
proposed Order accompanies this motion.


 


	
  AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTORNEYS FOR PLAINTIFF

  	
  ATTORNEYS FOR DEFENDANT

  
				



 



 18
 









IN THE
UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

TYLER DIVISION


	
  FORGENT NETWORKS, INC.

  	
   

  
	
  Plaintiff,

  	
   

  
	
  v.

  	
   

  
	
  ECHOSTAR TECHNOLOGIES

  	
   

  
	
  CORPORATION, et al.,

  	
   

  
	
  Defendants.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SCIENTIFIC-ATLANTA, INC. and

  	
  CONSOLIDATED

  
	
  MOTOROLA, INC.

  	
  C.A.
  NO.: 6:06-CV-208

  
	
  Plaintiffs,

  	
   

  
	
   

  	
   

  
	
  And

  	
   

  
	
   

  	
   

  
	
  DIGEO, INC.

  	
   

  
	
  Plaintiff
  in Intervention

  	
   

  
	
   

  	
   

  
	
  vs.

  	
   

  
	
   

  	
   

  
	
  FORGENT NETWORKS, INC.

  	
   

  
	
  Defendant
  and Counter Plaintiff

  	
   

  



 


ORDER OF
DISMISSAL WITH PREJUDICE


On
this day, Plaintiff Forgent Networks, Inc. (“Forgent”) and Defendant
Scientific-Atlanta, Inc. (“Scientific-Atlanta”) announced to the Court that
they have settled their respective claims for relief asserted against each
other in this case and requested that the Court dismiss these claims. The
Court, having considered this request, is of the opinion that their request for
dismissal should be GRANTED.


IT
IS THEREFORE ORDERED that all claims for relief asserted against
Scientific-Atlanta by Forgent and against Forgent by Scientific-Atlanta herein
are dismissed with prejudice to the re-filing of same.



 19
 









Signed
this      day of              ,
2007.


	
   

  	
  

  	
   

  
	
   

  	
   

  
	
   

  	
  JUDGE

  	
   

  	
   

  
					



 



 20
 









EXHIBIT B


IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

TYLER DIVISION


	
  FORGENT NETWORKS, INC.

  	
   

  
	
  Plaintiff,

  	
   

  
	
  v.

  	
   

  
	
  ECHOSTAR TECHNOLOGIES

  	
   

  
	
  CORPORATION, et al.,

  	
   

  
	
  Defendants.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SCIENTIFIC-ATLANTA, INC. and

  	
  CONSOLIDATED

  
	
  MOTOROLA, INC.

  	
  C.A.
  NO.: 6:06-CV-208

  
	
  Plaintiffs,

  	
   

  
	
   

  	
   

  
	
  And

  	
   

  
	
   

  	
   

  
	
  DIGEO, INC.

  	
   

  
	
  Plaintiff
  in Intervention

  	
   

  
	
   

  	
   

  
	
  vs.

  	
   

  
	
   

  	
   

  
	
  FORGENT NETWORKS, INC.

  	
   

  
	
  Defendant
  and Counter Plaintiff

  	
   

  



 


AGREED
MOTION TO DISMISS WITH PREJUDICE


Pursuant
to Rule 41(a) and 41(c) of the Federal Rules of Civil Procedure and the terms
of a separate agreement, Plaintiff Forgent Networks, Inc. (“Forgent”)  and Defendant               
(“Defendant”) (collectively, the “Parties”) have agreed to settle, adjust and
compromise all claims against each other in this case.  The parties, therefore, move this Court to
dismiss all claims by Plaintiff against Defendant and all claims by Defendant
against Plaintiff with prejudice to the re-filing of same.


A
proposed Order accompanies this motion.



 21
 









 


	
  AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTORNEYS FOR PLAINTIFF

  	
  ATTORNEYS FOR DEFENDANT

  
	
  FORGENT NETWORKS, INC.

  	
   

  
				



 



 22














IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

TYLER DIVISION


	
  FORGENT NETWORKS, INC.

  	
   

  
	
  Plaintiff,

  	
   

  
	
  v.

  	
   

  
	
  ECHOSTAR TECHNOLOGIES

  	
   

  
	
  CORPORATION, et al.,

  	
   

  
	
  Defendants.

  	
   

  
	
   

  	
   

  
	
  SCIENTIFIC-ATLANTA, INC. and

  	
  CONSOLIDATED

  
	
  MOTOROLA, INC.

  	
  C.A.
  NO.: 6:06-CV-208

  
	
  Plaintiffs,

  	
   

  
	
   

  	
   

  
	
  And

  	
   

  
	
   

  	
   

  
	
  DIGEO, INC.

  	
   

  
	
  Plaintiff
  in Intervention

  	
   

  
	
   

  	
   

  
	
  vs.

  	
   

  
	
   

  	
   

  
	
  FORGENT NETWORKS, INC.

  	
   

  
	
  Defendant
  and Counter Plaintiff

  	
   

  



 


ORDER OF
DISMISSAL WITH PREJUDICE


On
this day, Plaintiff Forgent Networks, Inc. (“Plaintiff”) and Defendant              
(“Defendant”) announced to the Court that they have settled their respective
claims for relief asserted in this case against each other and requested that
the Court dismiss these claims. The Court, having considered this request, is
of the opinion that their request for dismissal should be GRANTED.


Signed
this        day of                  
, 2007.


	
   

  	
  

  	
   

  
	
   

  	
   

  
	
   

  	
  JUDGE

  	
   

  	
   

  
					



 















EXHIBIT C


SETTLEMENT AND RELEASE


This Release (“Release”) is
entered into as of April     , 2007 (“the Effective Date”),
by and between Forgent Networks, Inc. (hereinafter referred to as “Forgent” and
more fully defined below) and [***], a      corporation
(hereinafter referred to as [***] and more fully defined below) by and through
their duly authorized representatives. 
This Release is intended to finally and completely dispose of the
lawsuit and all related claims as to these parties, with prejudice, as more
fully described herein.


RECITALS


WHEREAS, Forgent and [***]
are parties to a lawsuit in the United States District Court for the Eastern
District of Texas, currently styled  Forgent Networks, Inc. v. EchoStar
Communications, Corporation, et al, Civil Action No. 606 CV 208 (“the
Lawsuit”), wherein Forgent seeks damages and injunctive relief for alleged
infringement of United States Patent No. 6,285,746 (hereinafter referred to as “the
‘746 patent”);


NOW, THEREFORE, Forgent and
[***] (as well as their Affiliates as defined below), after carefully reviewing
this Release and in exchange for the dismissal and releases of all claims and
counterclaims that have been or could have been raised by or against each other
in the Lawsuit, and for other good and valuable considerations, the receipt and
sufficiency of which is hereby expressly acknowledged, agree as follows:


DEFINITIONS


1.1           [***] as used herein means [***], a        
corporation with its principal office located at          
and all its Affiliates.


1.2           “Forgent” as used herein means Forgent Networks, Inc., a
Texas corporation with its principal office located at 108 Wild Basin Drive,
Austin, Texas, and all its Affiliates.


1.3           “Affiliates” as used herein means a person or business
entity, including without limitation entities organized as corporations,
partnerships, limited liability partnerships and limited liability companies,
that currently or in the future, controls, is controlled by, or is under common
control of or with such person or business entity.  The phrase “controls, is controlled by, or is
under common control with” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
entity, whether through ownership of voting securities (as to which ownership
of 50% or more establishes control) or other interests, by contract or
otherwise.


1.4           The term “Parties” or “Party” means the signatories to this
Release (Forgent and [***]) both jointly and individually.


RELEASES


2.1           Forgent releases [***].  Forgent releases and discharges [***], agents,











representatives, customers,  distributors, and dealers, and end users of
the foregoing persons from all  claims that were or could have been brought in the
Lawsuit against [***], and/or its customers by Forgent occurring prior to the
Effective Date of this Release, including but not limited to any and all
claims, demands, actions, causes of action (whether known or unknown, whether
direct or indirect), suits of any kind or nature, rights, damages, costs,
losses, expenses and compensation.


2.2           [***] releases Forgent.  [***] releases and discharges Forgent,
agents,representatives, customers, 
distributors, and dealers, and end users of the foregoing persons from
all  claims
that were or could have been brought in the Lawsuit against Forgent by [***]
occurring prior to the Effective Date of this Release, including but not
limited to any and all claims, demands, actions, causes of action (whether
known or unknown, whether direct or indirect), suits of any kind or nature,
rights, damages, costs, losses, expenses and compensation.


COVENANTS NOT TO SUE


3.1.          Forgent covenants not to sue [***] and its agents,
representatives, customers, distributors, dealers and end users for
infringement, whether direct or indirect, of the ‘746 patent or any patent
claiming priority from or through any application that led to or in common with
the ‘746 patent for all time.  Forgent
further covenants not to sue [***] for any claim of patent infringement for a
period of five (5) years from the Effective Date.


3.2           [***] covenants not to sue Forgent for any claim of patent
infringement for a period of three (3) years from the Effective Date.


DISMISSAL


4.1.          Dismissal.  Within three (3) business days of the
Effective Date, the Parties shall file an Agreed Motion to Dismiss, mutually
dismissing with prejudice against the other, any and all claims of patent
infringement arising from this lawsuit that were or could have been rightfully
brought.  Furthermore, [***] in such
Agreed Motion, shall dismiss without prejudice any and all of its declaratory
judgment counterclaims arising from this lawsuit.


4.2           No Admission of Liability.  The Parties expressly
agree and acknowledge that by entering into this Release no Party admits any
liability, wrongdoing or the truth of any allegation contained in any claim,
defense or counterclaim alleged in the Lawsuit. 
Neither this Release nor any release contained within it may be
construed or used as an admission of any issues, facts, wrongdoing, liability,
or violation of law whatsoever.


4.3           Each Party to Pay Its Own Legal Fees.  The Parties shall
each pay their own legal fees and costs incurred in connection with the
Lawsuit.


4.4           Dismissal of Motions.  The Parties shall
promptly file the necessary papers to advise the Court that all pending motions
as between them, and joinder to all pending motions as between them, are
withdrawn.


4.5           Signature Authority.  The persons signing
this Release each represent that they are duly authorized, with full authority to
bind the Parties, and that no signature of any other person or entity is
necessary to bind the Parties.











4.6           Limitation on Damages.  In no event shall
any Party be liable to any other Party or person or entity (under any contract,
negligence, strict liability, or other theory) for special, exemplary,
incidental, or consequential damages arising out of or related to the subject
matter of this Release, even if the Party has been advised of the possibility
of such damages or losses.


4.7           [***]


OTHER REPRESENTATIONS, ACKNOWLEDGEMENTS AND
AGREEMENTS 


5.1           Successors, Assigns and Beneficiaries.  This Release shall
inure to the benefit of and shall be binding upon the Parties hereto and their
successors, assigns, and representatives.


5.2           Notwithstanding anything to the contrary in any other
provision of this Release, no right, covenant, release, or any other benefit
provided under this Release shall extend now, or in the future, to [***],
including their respective current parents, current subsidiaries, and any of their
respective successors (as well as any of their respective customers, suppliers,
distributors and dealers as it relates to their products) (“Lawsuit Excluded
Entity”), regardless of any circumstance, including but not limited to whether
any such Lawsuit Excluded Entity may be or becomes a successor or an Affiliate
of [***].


5.3           Notwithstanding anything to the contrary in any other
provision of this Release, no right, covenant, release, or any other benefit
provided under this Release shall extend now, or in the future, to the
following entities, including their current parents, current subsidiaries, and
any of their respective successors (“Additional Excluded Entity”), regardless
of any circumstance, including but not limited to whether any such Additional
Excluded Entity may be or becomes a successor or an Affiliate of [***] (in
which case the covenant, release and other benefits of this Agreement shall
continue to apply to the [***] except for the Additional Excluded Entity):
[***].


5.4           Jurisdiction and Choice of Law.  This Release shall
be interpreted, and the rights and duties of the parties hereto shall be
determined, in accordance with the laws of the State of Texas, without regard
to its conflicts of laws provisions.  The
Parties agree to mediate in good faith prior to filing any enforcement action
based on this Release.


5.5           Entire Understanding.  This Release and any
attachments hereto constitute a single, integrated written contract expressing
the entire agreement of the Parties and shall not be modified, supplemented, or
repealed except by a writing signed by each of the Parties.  No covenants, agreements, representations, or
warranties of any kind whatsoever have been made by any Party, except as
specifically set forth in this Release. 
All prior discussions, written communications, and negotiations have
been merged and integrated into and are superseded by this Release.


5.6           Construed as Jointly Prepared.  This Release shall
be construed as if the Parties jointly prepared it and any uncertainty or
ambiguity shall not be interpreted against any one Party because of the manner
in which this Release was drafted or prepared.


IN WITNESS HEREOF, the
Parties being fully authorized and empowered to bind themselves to this
Release, have authorized and executed this Release on the date set forth
opposite their respective signatures.











 


	
  

  	
  Forgent Networks, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATED: April     ,
  2007

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [***]

  
	
   

  	
   

  
	
  DATED: April     ,
  2007

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


 











EXHIBIT D


UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF WISCONSIN


	
  CISCO SYSTEMS, INC.,

  	
   

  
	
  a
  California Corporation, and

  	
   

  
	
   

  	
  Case
  No. 07 C 0085 S

  
	
  CISCO
  TECHNOLOGY, INC.

  	
   

  
	
  a
  California Corporation,

  	
   

  
	
   

  	
  JURY
  TRIAL DEMANDED

  
	
  Plaintiffs,

  	
   

  
	
   

  	
   

  
	
  vs.

  	
   

  
	
   

  	
   

  
	
  FORGENT
  NETWORKS,

  	
   

  
	
  a
  Delaware Corporation

  	
   

  
	
   

  	
   

  
	
  Defendant.

  	
   

  



 


AGREED MOTION TO DISMISS WITH
PREJUDICE


Pursuant
to Rule 41(a) and 41(c) of the Federal Rules of Civil Procedure and the terms
of a separate agreement, Plaintiffs Cisco Systems, Inc. and Cisco Technology,
Inc. and Defendant Forgent Networks, Inc. (collectively, the “Parties”) have
agreed to settle, adjust and compromise all claims in this case.  The parties, therefore, move this Court to
dismiss all claims by Plaintiff against Defendant and all claims by Defendant
against Plaintiff with prejudice to the re-filing of same.


The
parties further move the Court to order that all costs and expenses relating to
this litigation (including attorney and expert fees and expenses) shall be
borne solely by the party incurring same.


A
proposed Order accompanies this motion.


	
  AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTORNEYS FOR
  PLAINTIFFS

  	
  ATTORNEYS FOR DEFENDANT

  
				



 











UNITED
STATES DISTRICT COURT


FOR THE WESTERN DISTRICT OF WISCONSIN


	
  CISCO SYSTEMS, INC.,

  	
   

  
	
  a
  California Corporation, and

  	
   

  
	
   

  	
  Case
  No. 07 C 0085 S

  
	
  CISCO
  TECHNOLOGY, INC.

  	
   

  
	
  a
  California Corporation,

  	
   

  
	
   

  	
  JURY
  TRIAL DEMANDED

  
	
  Plaintiffs,

  	
   

  
	
   

  	
   

  
	
  vs.

  	
   

  
	
   

  	
   

  
	
  FORGENT
  NETWORKS,

  	
   

  
	
  a
  Delaware Corporation

  	
   

  
	
   

  	
   

  
	
  Defendant.

  	
   

  
	
   

  	
   

  



 


ORDER OF DISMISSAL WITH PREJUDICE


On
this day, Plaintiffs Cisco Systems, Inc. and Cisco Technology, Inc. and
Defendant Forgent Networks, Inc. announced to the Court that they have settled
their respective claims for relief asserted in this case and requested that the
Court dismiss these claims. The Court, having considered this request, is of
the opinion that their request for dismissal should be GRANTED.


IT
IS THEREFORE ORDERED that the above-entitled cause and all claims for relief
asserted against Defendant by Plaintiff and against Plaintiff by Defendant
herein are dismissed with prejudice to the re-filing of same.


IT
IS FURTHER ORDERED that all attorneys’ fees, costs of court and expenses shall
be borne by the party incurring the same.


This
is a final judgment.


Signed
this        day of            ,
2007.


	
  

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JUDGE

  	
   

  	
   

  
					



 











EXHIBIT E


PUBLIC
ANNOUNCEMENT AND INITIAL FORM 8-K ATTACHED














   
 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549






FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of
Report:


(Date of earliest event reported)


April     ,
2007






FORGENT
NETWORKS, INC.


(Exact name of
registrant as specified in charter)




	
  Delaware

  	
   

  	
  0-20008

  	
   

  	
  74-2415696

  
	
  (State or other
  jurisdiction of incorporation or organization)

  	
   

  	
  (Commission File
  Number)

  	
   

  	
  (IRS Employer
  Identification

  No.)

  






 


108 Wild Basin Road


Austin, Texas 78746


(Address of
principal executive offices and zip code)


(512) 437-2700


(Registrant’s telephone


number, including area code)


N/A


(Former name or former address, if changed since last report)


Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions (see General Instruction A.2. below):


o    Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).


o    Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).


o    Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).


o    Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).



   
 















Section 1 – Registrant’s Business
and Operations


Item 1.01               Entry into a Material Definitive Agreement.


In July 2005, the
Registrant initiated litigation against 15 companies for infringement of
U.S. Patent No. 6,285,746 (the “ ‘746 patent”) in the
United States District Court for the Eastern District of Texas (the “
‘746 Litigation”), seeking injunctive relief against sales of infringing
products and monetary damages, among other relief sought.  The ‘746 Litigation is described in
Note 9 to the Consolidated Financial Statements and Part II, Item 1 of the
Registrant’s Form 10-Q for the quarter ended January 31, 2007.


Effective April     ,
2007, the Registrant has entered into settlement and license arrangements with
nine of the defendants in the ‘746 Litigation: Cable One, Inc.,
Charter Communications, Inc.; Comcast Corporation; Comcast STB Software
DVR, LLC; Coxcom, Inc.; Digeo, Inc.; Motorola, Inc.; Scientific-Atlanta,
Inc.; and Time Warner Cable, Inc.  Under
the arrangements, the Registrant granted the defendants a patent license and
the defendants agreed to pay the Registrant a total of $20.0 million.  Additionally, all parties agreed to release
all claims against each other and the Registrant has no future obligations
related to this settlement.


The Registrant continues to monitor the progress of
the ‘746 Litigation with respect to the remaining defendants and the United
States Patent and Trademark Office’s re-examination of the ‘746 Patent.  The Registrant will vigorously defend the
validity of its ‘746 Patent, as well as pursue any entities that violated its ‘746
Patent.  Resolution of some or all of
these matters could materially affect the Registrant’s business, future results
of operations, financial position or cash flows in a particular period.


Pursuant to Instruction
B.4 to Form 8-K and applicable regulations and releases, copies of documents
related to the foregoing matters reported under Item 1.01 will be filed as
an exhibit or exhibits not later than the Registrant’s quarterly report on Form
10-Q applicable to the quarter ending April 30, 2007.  All summaries and descriptions of documents
set forth above are qualified in their entirety by the documents themselves,
filed as an exhibit or exhibits to a later report.



 2
 









SIGNATURES


Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.


	
   

  	
  FORGENT NETWORKS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:   April     ,
  2007

  	
  By:

  	
  /s/ Jay C. Peterson

  	
   

  
	
   

  	
   

  	
  Jay C. Peterson

  
	
   

  	
   

  	
  Chief Financial Officer

  



 



 3