Exhibit
10.38


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 PATENT LICENSE
AGREEMENT


This Settlement and Patent
License Agreement (“Agreement”) is entered into as of April 25, 2007 (“the
Effective Date”), by and between Forgent Networks, Inc. (hereinafter referred
to as “Forgent” and more fully defined below), Motorola, Inc., a Delaware
corporation (hereinafter referred to as “Motorola” and more fully defined
below), and Digeo, Inc., a Delaware corporation (hereinafter referred to as “Digeo”
and more fully defined below) by and through their duly authorized
representatives.  This Agreement is
intended to finally and completely dispose of the lawsuit and all related
claims as to these parties as more fully described herein.


RECITALS


WHEREAS, Forgent, Motorola,
Digeo, 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 infringement of United States Patent No. 6,285,746
(hereinafter referred to as “the ‘746 patent”);


WHEREAS Motorola and Digeo
provide software and hardware that are used in products accused of infringement
in the Lawsuit [***]; and


WHEREAS Forgent, Motorola,
and Digeo now desire to settle the Lawsuit, including all causes of action
between Forgent, Motorola, and Digeo;


NOW, THEREFORE, Forgent,
Motorola, and Digeo (as well as their Affiliates as defined below), after
carefully reviewing this Agreement and in exchange for the dismissal, releases
and licenses provided herein, for the monetary consideration provided herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby expressly acknowledged, agree as follows:


1.             DEFINITIONS


1.1           “Motorola” as used herein means Motorola, Inc., a Delaware
corporation with its principal office located at 1303 Algonquin Road,
Schaumburg, Illinois 60196 and all its Affiliates [***].


1.2           “Digeo” as used herein means Digeo, Inc., a Delaware
corporation with its principal office located at 8815 122nd Avenue NE,
Kirkland, Washington, 98033, 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 Motorola or Digeo. 
The phrase



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“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           “Change of Control” means the acquisition of at least fifty
percent (50%) of the outstanding voting power of a party to this Agreement by
another person or entity by means of any transaction or series of related
transaction including, without limitation, any reorganization, merger,
consolidation or tender offer, except where such party’s shareholders of record
as constituted immediately prior to such transaction will, immediately after
such transaction together hold at least fifty percent (50%) of the outstanding
voting power of the surviving or acquired person or entity in such transaction.


1.5           “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.


1.6           The “Licensed Patents” as used herein means U.S. Patent No.
6,285,746, issued September 4, 2001, and all Related Patents.


1.7           The term “Parties” or “Party” means the signatories to this
Agreement (Forgent, Motorola, and Digeo) both jointly and individually.


1.8           The term “Related Patents” as used herein means all
counterpart patents and patent applications (whether U.S. or foreign), all
parent applications, all divisions, continuations, continuations-in-part,
additions, substitutions, registrations, reissues, reexaminations or extensions
of any kind with respect to United States Patent No. 6,285,746, any patents or
patent applications claiming priority from any of the foregoing, any other
patents owned or acquired by Forgent relating to video recording devices, and
patents owned or acquired by Forgent within five years of the Effective Date.


1.9           The term “Motorola or Digeo Product” as used herein means any
product or products (including, without limitation, software, systems and
services) [***].  [***]


1.10         As used herein, the term “Infringe” or “Infringement” or “Infringing”
shall include both direct and indirect infringement, literal infringement, and
infringement under the Doctrine of Equivalents.


2.             RELEASES


2.1           Forgent releases Motorola and Digeo.  Forgent
releases and discharges Motorola and Digeo, their Affiliates, their agents,
representatives, customers, suppliers, distributors, dealers, including but not
limited to their service providers (including but not limited to the service
providers that are named parties in the Lawsuit) and end users of Motorola or
Digeo Products from all  claims
of patent infringement arising from the Licensed Patents with respect to any
Motorola or Digeo Product that were or could have



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been rightfully brought against Motorola, Digeo, their
Affiliates, and/or their customers by Forgent occurring prior to the Effective
Date of this Agreement, including but not limited to any and all patent claims,
demands, actions, causes of action (whether known or unknown, whether direct or
indirect), patent suits of any kind or nature, rights, damages, costs, losses,
expenses and compensation.


2.2           Motorola and Digeo release Forgent.  Motorola
and Digeo release and discharge Forgent, its affiliates, agents,
representatives, customers, suppliers, distributors, and dealers from (i) all  claims regarding the
Lawsuit, 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 that were or could have been brought against Forgent by Motorola
or Digeo in the Lawsuit occurring prior to the Effective Date of this Agreement
and (ii) all claims of patent infringement with respect to a Forgent Product
(as defined in Section 3.3. below) occurring prior to the Effective Date of
this Agreement


2.3           Other [***] Lawsuit Parties.  Attached as Exhibits
B-F are Release Agreements to be signed by the [***].  Forgent and [***] shall sign the Release
Agreement for [***] upon execution of this Agreement.  Upon the condition that a license agreement
is entered into between Forgent Networks, Inc. and [***], Forgent shall sign
the Release Agreements for the remaining [***]. 
Motorola and Digeo are responsible for obtaining authorization and
signatures from these defendants.  It is
understood by the parties to this Agreement that a [***] will not be dismissed
in the Lawsuit as described in Section 4.1 below until a Release Agreement is
executed by such [***].  Notwithstanding
Motorola’s and Digeo’s responsibilities under this Section, if any one, some or
all of the [***] do not execute a Release Agreement, this Agreement will be
effective with respect to Forgent, Motorola and Digeo.


3.             LICENSE GRANT


3.1           Grant.
Forgent grants Motorola and Digeo and their respective Affiliates a lump sum,
fully paid-up, irrevocable, non-exclusive, worldwide, perpetual license under
the Licensed Patents to make, have made (either directly or indirectly), use,
sell, offer for sale, import, distribute, export, lease, or offer for lease,
Motorola or Digeo Products which would otherwise Infringe the Licensed Patents.
The license shall include the right of third parties to use, sell, lease,
import and export, and offer to sell any Motorola or Digeo Products.  The right to indirectly have made includes
the right of a third party manufacturer of a Motorola or Digeo Product to have
that product made by another.


3.2           Full Force and Effect.  The license provided
under this Agreement shall remain in full force and effect regardless of any
subsequent transfer of rights in or to the Licensed Patents by Forgent
including, without limitation, assignment, license, sale, gift, or bequest.


3.3           Covenants Not To Sue.  Forgent covenants not
to sue Motorola, Digeo and/or their Affiliates for any business or activity for
Infringement of the Licensed



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Patents with respect to any Motorola or Digeo Product.
Forgent further covenants not to sue any third party for any action in which
(1) Motorola or Digeo would otherwise be liable as a direct or indirect
infringer of the Licensed Patent but for this Agreement or (2) in which the
activity alleged by Forgent to be Infringing involves the third party’s use of
a Motorola or Digeo Product.   In
addition to the foregoing, for a period of five years from the Effective Date,
(i) Forgent covenants not to sue or threaten to sue (or instruct, encourage, or
aid a third party to sue or threaten to sue) Motorola or Digeo for patent
infringement; and no liability shall accrue against Motorola or Digeo during
the five year period and (ii) Motorola and Digeo each covenant not to sue or
threaten to sue (or instruct, encourage, or aid a third party to sue or
threaten to sue) Forgent for patent infringement and no liability shall accrue
against Forgent during the five year period. 
[***]  Subject to the above restrictions of the Motorola and Digeo
patents that are subject to a covenant not to sue, Motorola and Digeo each
further covenant not to sue any third party for any action in which (1) Forgent
would otherwise be liable as a direct or indirect infringer of a patent for a
Forgent Product but for this Agreement or (2) in which the activity alleged by
Motorola or Digeo to be Infringing involves the third party’s use of a Forgent
Product.  As used in this Section 3.3, a “Forgent
Product” is defined as a product currently being offered by Forgent or in
development by Forgent as of the Effective Date and subsequent versions of such
products that are materially similar in features and functions to such Forgent
Products; such features and functions may be reasonably updated to maintain
compatibility with then-current technologies.


The covenants not to sue of
this paragraph do not apply to any breach of this Agreement.


3.4           Termination.  The term of the license provided under this
Agreement shall run from the Effective Date of this Agreement to the last
expiration date of patents falling under the definition of “Licensed Patents.”


3.5           No Right To Sublicense/Cross-License, Assign
or Transfer.  The releases, licenses, and covenants not to
sue provided under this Agreement do not include the right to cross-license
and/or sublicense, assign or transfer, except that (i) Motorola and Digeo shall
have the right to assign and/or transfer their respective rights and
obligations under this Agreement to any entity which acquires all or
substantially all of a Motorola or Digeo business or assets related to Motorola
or Digeo Products to which a license would be granted under Section 3.1, (ii)
Motorola and Digeo shall have the right to sublicense their respective rights
to divested business units of their respective companies (“Divested Company”),
(iii) Motorola and Digeo shall have the right to sublicense their respective
rights to acquired entities with respect to the ‘746 patent or any patent
claiming priority from or through any application that led to or in common with
the ‘746 patent , (iv) Motorola and Digeo shall have the right to assign and/or
transfer their respective rights and obligations under this Agreement to any
entity resulting from the merger of Motorola or Digeo with any other entity,
and (v) a Divested Company may assign and/or transfer its
respective rights to an entity subsequently acquiring all or substantially all
of the business or assets of the Divested Company or which merges with the
Divested Company.  Notwithstanding the foregoing, with respect
to subsections (i), (iv) and (v) above, any assignment of this Agreement
applies only to



 5
 









those Motorola or Digeo Products that were licensed as
of the merger or acquisition closing date and subsequent versions of such
products that are materially similar in features and functions to such Motorola
or Digeo Products; such features and functions may be reasonably updated to
maintain compatibility with then-current technologies.  Notwithstanding the foregoing, with respect
to subsection (iii) above, if Motorola or Digeo acquires an entity that is
subject to any patent infringement claims by Forgent other than the ‘746 patent
or any patent claiming priority from or through any application that led to or
in common with the ‘746 patent, and if Forgent asserts the claim against the
acquired entity or Motorola or Digeo, then Motorola and Digeo may independently
terminate the covenants not to sue rights granted to Forgent in Section 3.3
above and, notwithstanding Section 4.5, Motorola and Digeo may initiate any
proceeding in the United States Patent and Trademark Office in response to
Forgent’s asserted patent claim against the acquired entity.


3.6           Corporate Change.  The covenants not to sue granted by Motorola
and Digeo to Forgent are personal and will not be assignable or transferable in
the event of a Change of Control of Forgent (whether by operation of law or
otherwise).  If Forgent undergoes a
Change of Control, all rights in the covenants not to sue granted by Motorola
and Digeo will automatically terminate. 
In no event will the rights in the covenants not to sue granted by
Motorola or Digeo extend to any other person or entity involved in such Change
of Control, without the prior written consent of Motorola or Digeo with respect
to the covenant granted by it, which consent may be withheld in its sole and
absolute discretion.  Notwithstanding
anything to the contrary in this Section, in the event of a Change of Control
of Forgent, Motorola and Digeo covenant not to sue the person or entity
involved in such Change of Control as to Forgent Products (as defined in
Section 3.3).


3.7           Responsibilities of Assignees of the
Licensed Patents.  In the event that Forgent transfers or
assigns ownership and/or control of any patent that is subject to this
Agreement, such transfer or assignment shall not become effective unless and
until the transferee party agrees, in writing, to be bound by this Agreement
and to accept Forgent’s rights and obligations with respect to any transferred
patents.  Such written agreement shall include
an acknowledgement by the transferee that it shall be bound by the covenant not
to sue in Section 3.3.  Forgent shall
provide a copy of all such written agreements by transferees to Motorola and
Digeo.


4.             DISMISSAL


4.1.          Dismissal.  Within three (3) business days of the
Effective Date, the Parties shall file an Agreed Motion to Dismiss with
Prejudice in the form attached as Exhibit A, dismissing all Forgent’s claims
against Motorola and Digeo and all Motorola and Digeo’s claims against Forgent,
and all Forgent’s claims against [***] any other party in the Lawsuit accused
of infringement due to using, leasing, and/or selling Motorola or Digeo
Products and, if a license agreement is entered into between Forgent Networks,
Inc. and [***], a dismissal of all Forgent claims against [***].


4.2           No Admission of Liability.  The Parties expressly
agree and acknowledge



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that by entering into this Agreement 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 Agreement 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           [***]


5.             PAYMENT


5.1           [***]


6.             REPRESENTATIONS AND WARRANTIES


6.1           Forgent’s Sole Right and Authority.  Forgent represents
and warrants that it owns the Licensed Patents and any other patents and patent
applications with respect to which licenses, releases or covenants are granted
hereunder, and has the sole right and exclusive authority to grant the
licenses, releases and/or covenants set forth in this Agreement.  Forgent further warrants that (i) no ownership
interest in the Licensed Patents is held by any third party, (ii) the Licensed
Patents are not subject to any encumbrance, lien or claim of ownership by any
third party (with the exception of agreements with Forgent’s counsel), and
(iii) no other royalties are required to obtain a license.  Forgent further represents and warrants that
it has the right to enter into this Agreement on behalf of itself and any
affiliate.  Forgent does not warrant the
validity or enforceability of the Licensed Patents.  This Agreement shall be fully enforceable
even if any Licensed Patent (or any claim thereof) is subsequently cancelled or
invalidated in reexamination or litigation.


6.2           Complete Satisfaction.  Forgent warrants
that the Payment in accordance with this Agreement is in complete satisfaction
of this Agreement, jointly and individually.


6.3           Sole Owner of Claims.  Each Party
represents and warrants to each of the other Parties that:  (i) it is the sole owner of the claims or
causes of action released in this Agreement and has not previously assigned or
transferred, or purported to assign or transfer, any interest in such claims or
causes of action to any other person or entity (with the exception of
agreements with Forgent’s counsel); (ii) that it is not in a disparate
bargaining position with respect to the negotiation of this Agreement; (iii)
that it has full authority to enter into this Agreement and is competent to do
so; and (iv) that this Agreement constitutes the legal, valid and binding
obligation of such Party enforceable against such Party in accordance with its
terms.



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6.4           Motorola’s Sole Right and Authority.  Motorola represents
and warrants that it has the right to enter into this Agreement on behalf of
Motorola, Inc. and any Affiliates of Motorola.


6.5           Digeo’s Sole Right and Authority.  Digeo represents and
warrants that it has the right to enter into this Agreement on behalf of Digeo,
Inc. and any Affiliates of Digeo.


6.6           Signature Authority.  The persons signing
this Agreement 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.


6.7           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 agreement, even if the Party has been advised of the possibility
of such damages or losses.


7.             CONFIDENTIALITY


7.1           Confidentiality.  Except for
disclosure:


(a) pursuant to an order or subpoena of a court or
governmental agency;


(b) to persons with a “need to know” respecting corporate,
financial, legal and contract matters, including insurers, lenders, investment
bankers, auditors and contracting partners, who also agree to treat such
information as confidential; or


(c) as may otherwise be required by law or regulation (as
determined by each Party in good faith), including the public reporting
requirements of the NASDAQ Stock Exchange, United States Securities and
Exchange Commission, or other oversight or regulatory authorities (subject to
the Parties attempting in good faith to maintain confidentiality as much as
reasonably possible and such confidentiality shall not be substantively less
than what is provided with respect to any settlement agreement between Forgent
and [***], in all cases consistent with all legal and regulatory obligations),


the parties agree to keep the contents of this
Agreement confidential.  In the event
that production of this Agreement is responsive to a discovery request received
by a party in connection with other litigation, this Agreement may be produced
only if there is a Protective Order that limits disclosure of the Agreement to
outside counsel only and the Agreement is properly designated under the
provisions of the applicable Protective Order. The body of an initial Form 8-K
with respect to this Agreement made by Forgent shall be substantially similar
to Exhibit G unless Forgent believes, in good faith, that law or regulation
requires more.



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The Parties may freely
inform any third party of the fact that the Lawsuit has settled and that
Motorola, Digeo, and their customers are licensed under the Licensed Patents,
but otherwise the terms of this Agreement are confidential (subject to the
above exceptions).


7.2           Notwithstanding anything to the contrary in this Agreement,
the [***] may be provided with the terms of this agreement as long the [***]
agree to be bound by the confidentiality provisions of Section 7.1.


8.             OTHER REPRESENTATIONS, ACKNOWLEDGEMENTS AND
AGREEMENTS 


8.1           Successors and Assigns.  Subject to the
exceptions stated in Sections 3.5, 3.6 and 3.7, this Agreement shall inure to
the benefit of and shall be binding upon the Parties hereto and their
successors, assigns, and representatives.


8.2           Excluded Entities.


(a)  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 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 Motorola or Digeo: [***]; provided,
however, that the rights, grants, licenses, covenants, releases, or any other
benefit provided under this Agreement to third parties shall extend to a
Lawsuit Excluded Entity (i) with respect to Motorola or Digeo Products sold to
a Lawsuit Excluded Entity after the Effective Date (but not as to any product
of a Lawsuit Excluded Entity on or before the Effective Date) or (ii) as
otherwise permitted in Sections 3.5(i), 
3.5(iv) and 3.5(v) above.


(b) 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 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 Motorola or Digeo: [***]; provided,
however, that the rights, grants, licenses, covenants, releases, or any other
benefit provided under this Agreement to third parties shall extend to an
Additional Excluded Entity (i) with respect to Motorola or Digeo Products or
(ii) as otherwise permitted in Sections 3.5(i), 
3.5(iv) and 3.5(v) above.


8.3           Jurisdiction and Choice of Law.  This Agreement 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.  Any
action



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brought to enforce the provisions of this Agreement
shall be commenced in the United States District Court for the Western District
of Texas.  The Parties agree to mediate
in good faith prior to filing any enforcement action.


8.4           Entire Understanding.  This Agreement 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 Agreement.  All prior discussions, written
communications, and negotiations have been merged and integrated into and are
superseded by this Agreement.


8.5           Execution of Counterparts.  This Agreement may
be executed in one or more counterparts, each of which shall be deemed to be an
original and all executed counterparts together shall be deemed to be one and
the same instrument.


8.6           Construed as Jointly Prepared.  This Agreement 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 Agreement was drafted or prepared.


8.7           Invalidity.  If any provision of this Agreement is held
invalid, illegal, or unenforceable, the remaining provisions shall not be
affected.  The Parties shall consult and
use their reasonable and best efforts to agree upon a valid and enforceable
provision which shall be a reasonable substitute for the invalid, illegal or
unenforceable provision.


8.8           Notices.  All notices under this Agreement shall be in
writing and delivered by facsimile transmission, overnight express mail, same
or next day courier service, or by personal delivery to such Party at the
address given below, or such other address as provided by a Party by written
notice:


	
  Forgent:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FAX:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FAX:

  	
   

  	
   

  



 



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  Motorola:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FAX:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FAX:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Digeo:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FAX:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FAX:

  	
   

  	
   

  



 


8.9           Headings.  The headings and captions used herein shall
not be used to interpret or construe this Agreement.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]



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


	
  

  	
  Forgent Networks, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DATED: April 25,
  2007

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Motorola, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DATED: April 25,
  2007

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Digeo, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DATED: April 25,
  2007

  	
  By:

  	
   

  	
   

  



 



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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
Defendants Motorola, Inc. and Digeo, Inc. (“Settling Defendants”)
(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 Settling Defendants and all claims by Settling Defendants against Forgent
with prejudice to the re-filing of same.











A
proposed Order accompanies this motion.


	
  AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTORNEYS FOR PLAINTIFF

  	
   

  	
  ATTORNEYS FOR DEFENDANT

  



 















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 Defendants Motorola,
Inc. and Digeo, Inc. (“Settling Defendants”) 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 Settling
Defendants by Forgent and against Forgent by Settling Defendants are dismissed
with prejudice to the re-filing of same.











Signed
this            day of                             ,
2007.


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JUDGE

  	
   

  	
   

  	
   

  
					



 















EXHIBIT B


[***] SETTLEMENT AND RELEASE 


This Release (“Release”) is
entered into as of April 25, 2007 (“the Effective Date”), by and between
Forgent Networks, Inc. (hereinafter referred to as “Forgent” and more fully
defined below) and [***] (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           [***]


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 [***], its 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, its 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 [***] 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 C


[***] SETTLEMENT
AND RELEASE 


This Release (“Release”) is
entered into as of April 25, 2007 (“the Effective Date”), by and between
Forgent Networks, Inc. (hereinafter referred to as “Forgent” and more fully
defined below) and [***] (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           [***]


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
[***], its 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, its 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 [***] 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


[***]SETTLEMENT
AND RELEASE 


This Release (“Release”) is
entered into as of April 25, 2007 (“the Effective Date”), by and between
Forgent Networks, Inc. (hereinafter referred to as “Forgent” and more fully
defined below) and [***] (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           [***]


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
[***], its 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, its 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 [***] 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 E


[***] SETTLEMENT
AND RELEASE 


This Release (“Release”) is
entered into as of April 25, 2007 (“the Effective Date”), by and between
Forgent Networks, Inc. (hereinafter referred to as “Forgent” and more fully
defined below) and [***] (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           [***]


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
[***], its 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, its 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 [***] 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 F


[***] SETTLEMENT
AND RELEASE 


This Release (“Release”) is
entered into as of April 25, 2007 (“the Effective Date”), by and between
Forgent Networks, Inc. (hereinafter referred to as “Forgent” and more fully
defined below), [***] (hereinafter referred to collectively 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           [***]


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 [***], its 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, its 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 [***] 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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [***]

  
	
   

  	
   

  
	
  DATED: April     ,
  2007

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 











EXHIBIT G


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.











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