**EXHIBIT10.36**

**SECONDASSET PURCHASE AGREEMENT**

**THISSECOND ASSET PURCHASE AGREEMENT** (this “Agreement”) is enteredinto as of the 21st day of November, 2006, by and between **FORGENTNETWORKS, INC.**, a corporation organized and existing under the lawsof the State of Delaware, U.S.A. (the “Seller”), and **TANDBERGTELECOM AS**, a corporation organized and existing under the laws ofthe Kingdom of Norway (the “Buyer”).

**RECITALS**

**WHEREAS**,the Seller owns certain “Patents” (as this term is hereinafter defined) relatedto video conferencing, video compression, streaming video, scheduling and mediamanagement; and

**WHEREAS**,the Buyer desires to purchase such Patents from Seller, and the Seller desiresto sell and transfer to the Buyer such Patents, all as more fully set forthbelow; and

**WHEREAS**,the Buyer desires to have certain assurances and to continue and reconfirm acovenant of non-assertion from Seller with regard to “Other Patents” (ashereinafter defined) owned or controlled by Seller.

**NOW,THEREFORE**, in consideration of the foregoing recitals and themutual agreements and covenants contained herein, and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the Buyer and the Seller hereby agree as follows:

**ARTICLE 1 - PURCHASE AND SALE OFASSETS**

1.1   DefinedTerms.  Capitalized terms used hereinhave the meanings set forth in Article 12.1.

1.2   Purchased Assets. Subject to the terms and conditions of this Agreement, and in relianceupon the representations, warranties, covenants and agreements made in thisAgreement by the Seller and the Buyer, the Buyer shall purchase, accept andacquire from the Seller, and the Seller shall sell, transfer, convey, assignand deliver to the Buyer all of Seller’s right, title and interest in andto:  (i) the Patents, all goodwillassociated directly with the Patents and all rights thereunder, (ii) allsupporting documentation for the Patents and including relevant portions oflaboratory notebooks, invention disclosure forms, patent prosecution files, andcorrespondence, opinions of counsel, and similar documents (“Documentation”),(iii) remedies if any against past, present and future infringements thereof,and (iv) rights to protection of interests therein under the laws of alljurisdictions (collectively, the “Purchased Assets”).

1.3   Closing.  The closing (the “Closing”) of the purchaseand sale of the Purchased Assets shall take place at 10 a.m., local time, onthe Closing Date, at the offices of Oblon, Spivak, McClelland, Maier &Neustadt, P.C., 1940 Duke Street, Alexandria, Virginia 22314.  The “Closing Date” means the date on whichthe Closing occurs, anticipated to be Friday, November 24, 2006.

**ARTICLE 2 - PURCHASE PRICE**

In considerationof (i) the transfer, sale and assignment of the Purchased Assets and (ii) thereaffirmation of the covenant of non-assertion contained in Article 6.9, Buyeragrees to pay Seller the sum of THREE MILLION ONE HUNDRED AND FIFTY THOUSANDU.S. DOLLARS ($3,150,000.00) (the “Purchase Price”). TWO MILLION NINE HUNDREDTHOUSAND DOLLARS ($2,900,000.00) of the Purchase Price shall be paid to Sellerat Closing by wire transfer in immediately available funds to an accountdesignated by Seller in writing at or prior to the Closing.  The balance of TWO HUNDRED FIFTY THOUSANDDOLLARS ($250,000.00) shall constitute a deferred payment to be paid on thesecond anniversary of the Closing Date, provided that as of that date no claimin opposition to Buyer’s ownership of the Patents or the Purchased Assets hasbeen made and remains uncured and further provided that no transaction hasoccurred pursuant to which any entity has secured a license or other rights toany of the Patents after the Closing Date, other than from Buyer itself.

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**ARTICLE 3 – NON-ASSUMPTION OFLIABILITIES**

Except as setforth on Schedule 3, the Buyer shall not be responsible for, assume, pay,perform, discharge, or accept any liabilities, debts, contractual obligationsor other obligations of the Seller of any kind whatsoever, whether actual,contingent, accrued, known or unknown, including, without limitation, anyrelating to interest and termination penalties on indebtedness, taxes, breachor negligent performance of any contract, liabilities resulting from breach ofcontract, illegal activity, unlawful business practice, infringement ofintellectual property rights, any liabilities, obligations or commitments bySeller relating to or arising out of the ownership of the Purchased Assetsprior to the Closing, or the transfer of the Purchased Assets or any otherliability or obligation of the Seller whatsoever.  All such non-assumed liabilities, debts andobligations shall remain the responsibility of the Seller.

**ARTICLE 4 - REPRESENTATIONS ANDWARRANTIES OF THE SELLER**

In order to inducethe Buyer to enter into this Agreement, the Seller makes the followingrepresentations and warranties to the Buyer, each of which shall be deemed tobe independently made and relied upon by the Buyer, regardless of anyinvestigation made by, or information known to, the Buyer:

4.1      Ownership, Organization andQualification.  The Seller is acorporation duly incorporated and validly existing and in good standing underthe laws of the State of Delaware, has not filed articles of dissolution andhas a perpetual period of existence.  TheSeller has all requisite corporate power and authority to own, operate andlease its properties and to conduct its business as now being conducted.

4.2      Authorization.  The Seller has obtained the approval from itsBoard of Directors and, if necessary, its shareholders to enter into thisAgreement and has all necessary power and authority to enter into thisAgreement.  Seller shall have allnecessary power and authority to perform the transactions contemplated herebyin accordance with the terms and conditions hereof.

4.3      Enforceability.  This Agreement and all other agreements ofthe Seller contemplated hereby are or, upon the execution and delivery thereofwill be, the valid and binding obligations of the Seller, enforceable againstit in accordance with their terms, subject to any limitation of enforceabilitythat may be imposed by applicable bankruptcy, insolvency, fraudulentconveyance, reorganization, moratorium or other similar laws affecting creditor’srights and remedies generally and by the application by a court of equitablejurisdiction (whether such enforceability is considered a proceeding in equityor in law).

4.4      Conflicting Obligations.  The execution and delivery of this Agreementdoes not, and the consummation of the sale and purchase of the Purchased Assetscontemplated hereby will not: (a) conflict with or result in a materialviolation of any provisions of the articles or certificate of incorporation orbylaws of the Seller, as amended and in effect on and as of the date hereof andon and as of the Closing Date; (b) conflict with or result in a materialviolation of any provisions of, or result in the maturation or acceleration of,any obligations under any contract, agreement, instrument, document, lease,license, permit, indenture, or obligation, or any law, statute, ordinance,rule, regulation, code, guideline, order, arbitration award, judgment ordecree, to which the Seller is subject or to which the Seller is a party; or(c) conflict with, result in a material breach of, constitute a default under,result in the acceleration of, create in any party the right to accelerate,terminate, modify, or cancel, or require any notice under any agreement,contract, lease, license, instrument or other arrangement to which the Selleris a party or by which it is bound or to which any of the Purchased Assets aresubject (or result in the imposition of any Lien upon any of the PurchasedAssets).

4.5      Title to Assets; Sufficiency.  Except as set forth in Schedule 4.5, theSeller has good and marketable title to all of the Purchased Assets, free andclear of any Lien, encumbrance, claim or restriction on transfer and the PatentAssignment contemplated by this Agreement is sufficient to transfer good andmarketable title of  the Purchased Assetsto Buyer, free and clear of all Liens. The Purchased Assets include but are not limited to all of the Patentsowned or controlled by Seller that are set forth in Article 4.7.1 and theDocumentation.

4.6      Third Party Consents.  Except as set forth on Schedule 4.6, nomaterial third party consents, approvals or authorizations are necessary forthe execution and consummation of the transactions contemplated hereby, nor areany such consents, approvals or authorizations required in order for any of thePurchased Assets to be assigned to the Buyer. Seller has full power andauthority to uphold and enforce the covenant of non-assertion set forth inArticle 6.9 hereof without the consent of any other party.

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4.7      Purchased Assets.

4.7.1            Schedule 4.7.1.1 identifies eachPatent that has been issued to or is owned or controlled by the Seller which isto be transferred to Buyer and Schedule 4.7.1.2 identifies each pending patentapplication or application for registration which the Seller has made, therights to which are to be transferred to Buyer. Seller has made available to the Buyer correct and complete copies ofall of the Patents.

4.7.2            To the Seller’s Knowledge, theSeller has taken all actions that are necessary or reasonably appropriate tomaintain and to protect each of the Patents, including, but not limited topayment of any and all issuance fees, maintenance fees and annuities.

4.7.3            With respect to each of the Patents:(i) they are not subject to any outstanding injunction, judgment, order,decree, ruling, or charge; (ii) no action, suit, opposition or  reexamination proceeding, hearing,investigation, charge, complaint,  claim,or demand is pending or, to the Seller’s Knowledge, is threatened whichchallenges the legality, validity, enforceability, use, or ownership of thePatent; (iii) no person has notified the Seller of any claim concerning anyalleged interference, infringement, misappropriation, reexamination, oppositionor other conflict of any of the Patents with the intellectual property of anythird party.

4.7.4            The Seller has no Knowledge of anystate of facts or contemplated event that may give rise to any claim, action,suit, proceeding, complaint, investigation or inspection which could have amaterially adverse effect on the ownership, validity, enforceability orreasonably anticipated use of the Purchased Assets.

4.7.5            The Seller has no Knowledge of anyproducts, inventions or procedures of competitors which infringe ormisappropriate any Patent and has not given any notice of infringement, sentany demand to “cease and desist”, or offered to license any Patent to any thirdparty based on any claim in the Patents except as set forth in Schedule 4.7.5.

4.7.6            The Patents and the Other Patentstogether encompass all patents and patent applications in and related to theField which are owned or controlled by Seller and its Affiliates.

4.7.7            To the Seller’s Knowledge, theSeller and Seller’s patent counsel have complied with the duty of candor inprosecution of each of the Patents before the United States Patent andTrademark Office.

4.8      NoSale, Transfer or License.  Exceptfor licenses and encumbrances listed in Schedule 4.8, (a) the Seller has notsold, leased, transferred, or assigned any interest in any of the PurchasedAssets; (b) the Seller has not imposed or permitted any third party to imposeany Lien, not subsequently released, upon any of the Purchased Assets; (c) theSeller has not granted any option, license or sublicense of any rights under orwith respect to any of the Patents; and (d) the Seller has not committed to anyof the foregoing.  

4.8.1        TheSeller warrants that the pre-existing license(s) of the ‘667 and ‘754 patentsto Polycom is not transferable and not assignable by Seller.  The Seller warrants that the license of the ‘667and ‘754 patents to Polycom includes no encumbrances on a successor-in-interestto Seller relative to the patents and applications identified in Schedule4.7.1.1 and 4.7.1.2.

4.8.2        TheSeller warrants that the “Large Computer Manufacturer” granted a Covenant notto Assert (CNA) by Seller prior to this Agreement is not a “Competing Company”which shall be defined as Polycom, Avistar, Starbak, Cisco, Radvision oranother prominent developer or supplier of video teleconferencing equipment tothe U.S. market.  The Seller warrantsthat the CNA expires in July 2008.  TheSeller agrees to notify “Large Computer Manufacturer” of Buyer’s purchasewithin 30 days of the closing of this agreement, and to invite “Large ComputerManufacturer” to contact Buyer.  TheSeller warrants that the CNA to the “Large Computer Manufacturer” includes noencumbrances on a successor-in-interest to Seller relative to the patents andapplications identified in Schedule 4.7.1.1 and 4.7.1.2.

4.8.3        TheSeller warrants that the pre-existing license(s) of the patents andapplications listed in Schedule 4.8 to VTEL Products Corporation istransferable either in conjunction with a sale of substantially all of VTELProducts Corporation’s assets or with Seller’s permission.  In the event of a contemplated transfer oflicenses in conjunction of a sale of substantially all assets, the Seller willmake reasonable efforts to exercise its consent for the transfer of thelicenses in a manner to prevent the transfer of the licenses to a CompetingCompany.  In the event of a contemplatedtransfer of licenses that is not in conjunction with a sale of substantiallyall assets, the Seller will

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exercise itsconsent for the transfer of the licenses in a manner to prevent the transfer ofthe licenses to a Competing Company.  Sellerwarrants that in either of the above cases, Seller and allsuccessors-in-interest will not agree to a transfer of the license(s) nowgranted to VTEL Products Corporation without first providing immediate noticeof a request to transfer and obtaining a written concurrence from Buyer orBuyer’s successor-in-interest.  TheSeller warrants that the license(s) to VTEL Products Group includes noadditional encumbrances on a successor-in-interest to Seller relative to thepatents and applications identified in Schedule 4.7.1.1 and 4.7.1.2.

4.9      Authorityto Grant Covenant.  Seller has fullpower and authority to grant the covenant of non-assertion contained in Article6.9 hereof and no other person or entity has any right to bring a claim ofinfringement pursuant to one or more of the Other Patents as defined herein.

4.10    Brokerage.  The Seller has neither incurred nor madecommitments for, any brokerage, finders or similar fee in connection with thetransaction contemplated by this Agreement.

4.11    Bankruptcy.  The Seller has not filed a petition forrelief under the United States Bankruptcy Code or under any state insolvencystatute nor has it consulted with any counsel or advisor in anticipation of orto consider the filing of any petition in bankruptcy, moratorium, receivershipor any similar state or federal law.

4.12    No Bulk Sales Laws. No “bulk sales”laws are applicable to the acquisition of the Purchased Assets or anytransactions contemplated by this Agreement.

4.13    Warranty. EXCEPT AS SPECIFICALLY AND EXPLICITLYPROVIDED HEREIN (INCLUDING, WITHOUT LIMITATION, IN ARTICLES 4.5, 4.6, 4.7 AND4.8 ABOVE), THE PURCHASED ASSETS ARE BEING SOLD “AS IS” WITHOUT ADDITIONALWARRANTY.

4.14    Representations and Warranties True andCorrect.  The representations and warrantiescontained herein, and all other documents, certifications, materials andstatements or information given to the Buyer by or on behalf of the Seller ordisclosed in this Agreement, do not include any untrue statement of a materialfact to Seller’s Knowledge or omit to state a material fact, to the Knowledgeof Seller, required to be stated herein or therein in order to make thestatements herein or therein, in light of the circumstances under which theyare made, not misleading.

**ARTICLE 5 - REPRESENTATIONS OFTHE BUYER**

In order to inducethe Seller to enter into this Agreement, the Buyer makes the followingrepresentations and warranties to the Seller, each of which shall be deemed tobe independently made and relied upon by the Seller, regardless of anyinvestigation made by, or information known to, the Seller.

5.1      Ownership, Organization andQualification.  The Buyer is acorporation duly incorporated and validly existing under the laws of theKingdom of Norway, has not filed articles of dissolution and has a perpetualperiod of existence.  Buyer has allrequisite corporate power and authority to own, operate and lease itsproperties and conduct its business as now being conducted.

5.2      Authorization.  The Buyer has all necessary power andauthority to enter into and perform the transactions contemplated hereby inaccordance with the terms and conditions hereof.

5.3      Enforceability.  This Agreement and all other agreements ofthe Buyer contemplated hereby are or, upon the execution thereof, will be the validand binding obligations of the Buyer enforceable against it in accordance withtheir terms, subject to any limitation of enforceability that may be imposed byapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium or other similar laws affecting creditor’s rights and remediesgenerally and by the application by a court of equitable jurisdiction (whethersuch enforceability is considered a proceeding in equity or in law).

5.4      Conflicting Obligations.  The execution and delivery of this Agreementdo not, and the consummation of the sale and purchase of the Purchased Assetscontemplated hereby will not: (a) conflict with or result in a materialviolation of any provisions of the certificate of formation of the Buyer; (b)conflict with or result in a material violation of any provisions of, or resultin the maturation or acceleration of, any obligations under any contract,agreement, instrument, document, lease, license, permit, indenture, orobligation, or any law, statute,

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ordinance, rule,regulation, code, guideline, order, arbitration award, judgment or decree, towhich the Buyer is subject to or which the Buyer is a party; or (c) conflictwith, result in a material breach of, constitute a default under, result in theacceleration of, create in any party the right to accelerate, terminate,modify, or cancel, or require any notice under any agreement, contract, lease,license, instrument or other arrangement to which the Buyer is a party or bywhich it is bound or to which any of its assets is subject.

5.5      Brokerage.  The Buyer has neither incurred, nor madecommitment for, any brokerage, finders or similar fee in connection with thetransactions contemplated by this Agreement.

5.6      Present Knowledge.  As of the Closing Date, Buyer has noKnowledge of any actions by, or products held by Seller, which infringe ormisappropriate any intellectual property embodied in the Purchased Assets andhas no present intention of making any action, claim, suit, proceeding,complaint, investigation or inspection regarding such against or with respectto Seller.

**ARTICLE 6 - COVENANTS OF THESELLER**

The Sellercovenants and agrees with the Buyer as follows:

6.1      Maintenance of Property.  From the date hereof and until the ClosingDate, the Seller, upon notice to Buyer, shall take all actions necessary orreasonably appropriate to maintain its right, title and interest in and to thePurchased Assets.  Furthermore, to theextent any of the Purchased Assets are registered or held in the name of anAffiliate of Seller or other person, Seller shall take such actions as arenecessary to ensure such Purchased Assets are effectively assigned to Buyer onthe Closing Date.  The Seller shall payall costs related to the same. Commencing immediately, Seller and its agents shall refrain from anyactivity to sell, license, sublicense, assign, hypothecate, alienate, encumber,pledge or otherwise transfer any of Seller’s interest in or to any portion ofthe Patents.

6.2      Access.  Between the date of this Agreement and theClosing Date, Seller will, and will instruct its agents and representatives togive Buyer and its employees, agents or representatives access to theDocumentation and permit Buyer to make reasonable inspection and copiesthereof.  Further, Seller shall instructits prosecuting patent counsel or patent agent in each country where thePatents are issued or pending to reasonably cooperate with Buyer and itsemployees, agents or representatives to enable and assist such persons inunderstanding the prosecution history of the Patents and to facilitate thecontinuing prosecution of the any pending Patents following Closing. All suchaccess and inspections will be conducted during Seller’s (or its patent counsel’sor patent agent’s, as applicable) normal business hours and in a manner thatdoes not unreasonably interfere with the conduct of Seller’s (or its patentcounsel’s or patent agent’s) business.

6.3      Compliance with Laws.  From the date hereof and until the ClosingDate, the Seller shall comply with all applicable laws, statutes, ordinances,rules, regulations, guidelines, orders, arbitration awards, judgments anddecrees applicable to, or binding upon, the Seller if the breach of any of theforegoing could reasonably be expected to have a materially adverse effect onthe Purchased Assets.

6.4      Supplemental Disclosure.  Promptly after it becomes aware of suchinformation and in any event not later than the Closing Date, the Seller shallinform the Buyer in writing of all material information, events or actionswhich, if this Agreement were signed on the Closing Date, would be required tobe disclosed on the Schedules in order to make the Seller’s representations andwarranties contained herein true and not misleading.  The delivery thereof by the Seller shall notabsolve the Seller from liability for breach of any representation or warrantywhich was untrue when made.

6.5      Documents of Transfer.  On the Closing Date, the Seller shall dulyexecute and deliver to the Buyer:

6.5.1            theBill of Sale as described in Exhibit 6.5.1;

6.5.2            thePatent Assignment as set forth in Exhibit 6.5.2;

6.5.3            All such other assignments, if any,that shall be required to transfer title to the Buyer pursuant to the terms asset forth herein.

6.6       Other Deliveries.  On the Closing Date, the Seller shall deliverto the Buyer the following:

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6.6.1    A certificate from an officer of Sellerwhose responsibilities include maintenance of the Seller’s patent portfoliosubstantially in the form of Schedule 6.6.1.

6.6.2    Evidence satisfactory to Buyer’s Counselthat the Board of Directors of Seller has approved the transaction contemplatedby this Agreement;

6.6.3            A certificate from the CorporateSecretary of Seller certifying that any necessary approvals from theshareholders of the Seller have been obtained;

6.6.4            A certificate from an officer ofSeller as described in Articles 8.1 and 8.2 below;

6.6.5            All Documentation in Seller’spossession or control (in each instance through transmission via computer tothe extent possible) together with a detailed description of any Documentationwhich, to Sellers Knowledge, is in existence but which Seller has not deliveredto Buyer; and

6.6.6            All other documents reasonablyrequested by counsel for the Buyer to consummate the transactions hereincontemplated.

6.6.7            Within thirty (30) days afterClosing, Seller shall transfer all files and Documentation relating to thePatents to the offices of Oblon, Spivak, McClelland, Maier & Neustadt, PC,1940 Duke St., Alexandria, VA, 22314. Seller shall maintain all patent and patent application files pendinguntil such transfer is completed.

 

6.7       FurtherAssurances.  The Seller, upon requestof the Buyer, shall execute, acknowledge and deliver such other instruments asreasonably may be requested to more effectively transfer and vest in the Buyerthe Purchased Assets pursuant to the terms of this Agreement or to otherwisecarry out the terms and conditions of this Agreement.

6.8       Confidentiality.  Information embodied in the Purchased Assetsand the Documentation include confidential information that Seller shall holdconfidential for a period of five (5) years from the date of this Agreementexcept (a) information that is or becomes publicly available at the time ofdisclosure (through no act of the Seller or any of its Affiliates in violationof this Article 6.8); (b) information that is disclosed to Seller or any of itsAffiliates by a third party that to the knowledge of Seller or its Affiliates,after due inquiry, did not disclose in violation of a duty of confidentiality;  (c) disclosures that are required to be madeby Seller under any applicable laws or regulations; or (d) information that isindependently developed, as demonstrated by Seller’s written records.

6.9       Covenantnot to Assert.  In a prior agreementbetween the Parties entered into in November 2004 and subsequently amended (the“Prior Agreement”), Seller agreed and covenanted that it will not assertagainst Buyer or its Affiliates or, solely in connection with theirrelationship with Buyer and within the Field, their respective contractmanufacturers, distributors, resellers or customers (the “Covered Parties”),the violation or infringement of any Relevant Rights related to (i) the Patentslisted on Schedule 4.7.1 of the Prior Agreement or (ii) the Other Patentslisted on Schedule 6.9 of the Prior Agreement. In the event that Buyer deliversor resells products that Buyer and Seller agree fall within the scope of anyclaims of Other Patents in this Agreement, Buyer shall make a good faith effortto mark those products according the marking requirements of the United Statespatents statutes.  Buyer and Seller hereby agree and affirm that theforegoing clarifies the intent of the Prior Agreement.  Seller also agreed and covenanted that in theevent Seller seeks to sell, assign, transfer or license any of its RelevantRights to a third party after the Closing, pursuant to which transaction suchthird party would acquire a right to claim that any of the Covered Parties isinfringing such Relevant Rights, Seller shall (i) notify Buyer of such proposedtransaction and (ii) shall obtain the written undertaking by such third partyto abide by the terms of this covenant. These agreements and covenants are hereby reaffirmed by Seller andnothing in this Agreement shall be in derogation or constitute a rescission ofsuch agreements and covenants.

6.9.1  Schedule 6.9.1 contains a release of allclaims by Seller against the Covered Parties, through and including the ClosingDate.

6.10       License.  To the extent that Seller owns any AdditionalPatents having one or more claims overlapping in scope with any claim of thePatents (“Claim Scope Overlap”), Seller hereby grants, and agrees to cause itsappropriate Affiliates to grant, to Buyer and its Affiliates with effect fromthe Closing Date a personal,

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irrevocable,non-exclusive, worldwide, fully paid-up and royalty free non-assignable andnon-transferable license, to use any and all Additional Patents, limited inscope to the extent that there is such Claim Scope Overlap.

**ARTICLE 7 - COVENANTS OF THEBUYER**

7.1      The Buyer covenants and agrees with theSeller that on the Closing Date, the Buyer shall deliver to Seller:

7.1.1    ThePurchase Price in accordance with the terms set forth in Article 2 above;

7.2      Subject to Article 14.12, Buyer shall holdconfidential until the longer of the Closing Date, or a date five (5) yearsfrom the date of the execution of this Agreement if no closing has occurred,any information regarding any of the Purchased Assets except (a) informationthat is or becomes****publiclyavailable at the time of disclosure (through no act of the Buyer or any of itsAffiliates in violation of this Article 7.2); (b) information that is disclosedto Buyer or any of its Affiliates by a third party that to the knowledge ofBuyer or its Affiliates, after due inquiry, did not disclose in violation of aduty of confidentiality; (c) disclosures that are required to be made by Buyerunder any applicable laws or regulations; or (d) information that isindependently developed, as demonstrated by Buyer’s written records.

**ARTICLE 8 - CONDITIONS OF THEBUYER’S OBLIGATION TO CLOSE**

The obligation ofthe Buyer to consummate the transactions contemplated by this Agreement shallbe subject to the satisfaction and fulfillment, prior to and on the ClosingDate, of the following express conditions precedent:

8.1      Representation and Warranties.  The representations and warranties in thisAgreement made by the Seller shall be true and correct in all material respectsas of and at the Closing Date with the same force and effect as though saidrepresentations and warranties had been again made on the Closing Date, and theBuyer shall have been furnished a certificate signed by the President of theSeller to that effect.

8.2      Performance of Covenants and Obligations.  The Seller shall have performed and compliedin all material respects with all of its covenants and obligations under thisAgreement which are to be performed or complied with by it prior to or on theClosing Date, and the Buyer shall have been furnished a certificate signed byan officer of the Seller to that effect.

8.3      Proceedings and InstrumentsSatisfactory.  All proceedings,corporate or otherwise, to be taken in connection with the transactionscontemplated by this Agreement, and all documents incident thereto, shall bereasonably satisfactory in form and substance to the Buyer.  The Seller shall have made available to theBuyer, either directly or through its patent counsel, for examination the originalsor true and correct copies of all documents which the Buyer reasonably mayrequest in connection with the transactions contemplated by this Agreement.

8.4      Adverse Change.  From and after the date of this Agreement anduntil the Closing Date, the Buyer (in its reasonable discretion) shall havedetermined that there has been no material adverse change in the PurchasedAssets from that disclosed to the Buyer in or under this Agreement.

8.5      No Litigation.  No investigation, suit, action or otherproceeding shall be threatened or pending before any court or governmentalagency in which it is sought to restrain, prohibit or obtain damages or otherrelief in connection with this Agreement or the consummation of thetransactions contemplated hereby.

8.6      Consents, Approvals, Certifications,Licenses and Permits.  All necessaryconsents, approvals, certifications, licenses and permits with respect to thetransaction contemplated hereby shall have been received by the Buyer on orbefore the Closing Date.

8.7      Assignments.  Seller shall have prepared and delivered toBuyer all documents necessary or appropriate to transfer and assign to Buyertitle to the Purchased Assets, including any foreign counterparts to thePatents.

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**ARTICLE 9 - CONDITIONS TO THESELLER’S OBLIGATION TO CLOSE**

The obligation ofthe Seller to consummate the transactions contemplated by this Agreement shallbe subject to the satisfaction and fulfillment, prior to and on the ClosingDate, of the following express conditions precedent:

9.1          Representationsand Warranties.  The representationsand warranties in this Agreement made by the Buyer shall be true and correct inall material respects as of and at the Closing Date with the same force andeffect as though said representations and warranties had been again made on theClosing Date.

9.2           Performance of Covenants andObligations.  The Buyer shall haveperformed and complied with all of its covenants and obligations under thisAgreement which are to be performed or complied with by it prior to or on theClosing Date.

9.3           No Litigation.  No investigation, suit, action or otherproceeding shall be threatened or pending before any court or governmentalagency in which it is sought to restrain, prohibit or obtain damages or otherrelief in connection with this Agreement or the consummation of thetransactions contemplated hereby.

**ARTICLE 10 - INDEMNIFICATION BYSELLER**

10.1 Indemnification.  Notwithstanding the Closing, and regardlessof any investigation made by or on behalf of the Buyer or any information knownto the Buyer; the Seller (the “Seller” or “Indemnifying Party”, for purposes ofArticles 10.2 and 10.3) subject to the terms and conditions of this Article 10,indemnifies and saves the Buyer, its shareholders, officers, directors and/oremployees (collectively, the “Buyer” or “Indemnified Party” for purposes ofArticles 10.2 and 10.3 as used in this Article 10) harmless from and againstany and all losses, claims, damages, actions, liabilities, costs, expenses ordeficiencies including, but not limited to, reasonable attorneys’ fees andother costs and expenses reasonably incident to proceedings or investigationsor the defense or settlement of any claim or claims, incurred by or assertedagainst the Buyer or the Purchased Assets due to or resulting from any of thefollowing: (a) the inaccuracy or breach of any representation or warranty ofthe Seller given in or pursuant to this Agreement; (b) any breach or default inthe performance by the Seller of any of its covenants, obligations oragreements in or pursuant to this Agreement; (c) any liability or obligation ofthe Seller not expressly assumed by the Buyer pursuant to this Agreement;(d) the ownership or use of the Purchased Assets at any time prior to theClosing, or any incident, occurrence, condition or claim existing, arising or accruingprior to the Closing and relating to the ownership or use by Seller or itsAffiliates, or any other person, of the Purchased Assets; or (e) breach ofSeller’s Confidentiality obligations in sections 6.8 and 13.2.  The foregoing are collectively referred to as“Indemnifiable Damages.”

10.2     Procedure For Indemnification withRespect to Non-Third Party Claims. In the event that the Indemnified Partyasserts a claim (a “Notice of Claim”) for Indemnifiable Damages (but excludinga claim for Indemnifiable Damages resulting from the assertion of liability bythird parties), it shall give written notice to the Indemnifying Partyspecifying the nature and amount of the Indemnifiable Damages. If theIndemnifying Party, within 30 business days after receipt of such Notice ofClaim by the Indemnified Party, has not given written notice (a “Notice ofObjection”) to the Indemnified Party announcing its intent to contest suchassertion by the Indemnified Party, such assertion shall be deemed accepted andthe amount of Indemnifiable Damages stated in the Notice of Claim shall bedeemed a valid claim therefor.

10.3    Procedure For Indemnification withRespect to Third Party Claims.  Ifany third party notifies the Indemnified Party with respect to any matter thatmay give rise to a claim for indemnification against the Indemnifying Partyunder this Article 10, then the Indemnified Party will notify theIndemnifying Party thereof promptly and in any event within 30 days afterreceiving any written notice from a third party; provided that no delay on thepart of the Indemnified Party in notifying the Indemnifying Party will relievethe Indemnifying Party from any obligation hereunder unless, and then solely tothe extent that, the Indemnifying Party is prejudiced thereby.  Once the Indemnified Party has given noticeof the matter to the Indemnifying Party, the Indemnified Party may defendagainst the matter in any manner it reasonably may deem appropriate.  In the event the Indemnifying Party notifiesthe Indemnified Party within 30 days after the date the Indemnified Party hasgiven notice of the matter that the Indemnifying Party is assuming the defenseof such matter (a) the Indemnifying Party will defend the IndemnifiedParty against the matter with counsel of its choice reasonably satisfactory tothe Indemnified Party, (b) the Indemnified Party may retain separatecounsel at its sole cost and expense (except that the Indemnifying Party willbe responsible for the fees and expenses of such separate co-counsel to the extentthe Indemnified Party

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concludes in goodfaith that the counsel the Indemnifying Party has selected has a conflict ofinterest), (c) the Indemnified Party will not consent to the entry of ajudgment or enter into any settlement with respect to the matter, or take anymeasure that imposes any burden or encumbrance upon the conduct of theIndemnified Party or its operations, without the written consent of theIndemnifying Party (not to be withheld or delayed unreasonably), (d) theIndemnifying Party will not consent to the entry of a judgment with respect tothe matter or enter into any settlement that does not include a provisionwhereby the plaintiff or claimant in the matter releases the Indemnified Partyfrom all liability with respect thereto, without the written consent of theIndemnified Party (not to be withheld or delayed unreasonably), and (e) theIndemnified Party shall have the right to attend, at its own expense, anymeetings relating to, and to receive upon request copies of all correspondence,reports or other documents submitted or received by or on behalf of theIndemnifying Party in connection with, the defense of such matter.

10.4    Survival of Representations andIndemnification.  The Seller’sobligation to pay Indemnifiable Damages and to comply with this Article 10shall survive the Closing of this transaction for a period of five (5) years.

10.5    Limitation on Amount.  Seller will have no liability under Article10.1 until the total of all Indemnifiable Damages exceeds FIFTY THOUSANDDOLLARS ($50,000.00).  In no event willSeller be liable for the Indemnifiable Damages of any nature on any one or moreclaims under Article 10.1, which in the aggregate, exceed TWO MILLION FIVEHUNDRED THOUSAND DOLLARS ($2,500,000.00), except that Indemnified Damagesarising directly or indirectly from a breach by Seller of the representationsmade in Articles 4.4, 4.5, 4.6, 4.7(.1-.7), 4.8 and 4.9 shall not be subject tosuch limitation.

10.6    Other Indemnification Provisions.  The foregoing indemnification provisions arein addition to, and not in derogation of, any statutory, equitable, or commonlaw remedy the Buyer may have with respect to the Seller or pursuant to thePrior Agreement, or the transactions contemplated by this Agreement; provided,however, that the amount of any monetary changes shall be limited by Article10.5.

10.7    Buyer’s Indemnification of Seller.  Notwithstanding the Closing, and regardlessof any investigation made by or on behalf of the Seller or any informationknown to the Seller; the  Buyer, subjectto the terms and conditions of this Article 10.7, indemnifies and saves theSeller, its shareholders, officers, directors and/or employees harmless fromand against any and all losses, claims, damages, actions, liabilities, costs,expenses or deficiencies including, but not limited to, reasonable attorneys’fees and other costs and expenses reasonably incident to proceedings orinvestigations or the defense or settlement of any claim or claims, incurred byor asserted against the Seller due to or resulting from any of the following:(a) the inaccuracy or breach of any representation or warranty of the Buyergiven in or pursuant to this Agreement; (b) any breach or default in theperformance by the Buyer of any of its covenants, obligations or agreements inor pursuant to this Agreement.  Theforegoing are collectively referred to as “Seller’s Indemnifiable Damages.”

10.7.1 Limitationon Amount.  Buyer will have noliability under Article 10.7 until the total of all Seller’s IndemnifiableDamages exceeds FIFTY THOUSAND DOLLARS ($50,000.00).  In no event will Buyer be liable for theSeller’s Indemnifiable Damages of any nature on any one or more claims underArticle 10.7, which in the aggregate, exceed TWO MILLION FIVE HUNDRED THOUSANDDOLLARS ($2,500,000.00).

10.7.2 Procedurefor Indemnification.  The proceduresset forth in Articles 10.2 and 10.3 shall be operative, provided that for thesepurposes the term “Indemnifiable Damages” shall be replaced with the term “Seller’sIndemnifiable Damages”.

**ARTICLE 11 – PRIOR AGREEMENTS**

11.1 Theobligations of Seller and Buyer set forth in this Agreement shall be inaddition to and not in derogation of their obligations of the Prior Agreement.

**ARTICLE 12 - DEFINITIONS**

12.1    Certain Defined Terms.  As used in this Agreement, the followingterms shall have the meanings specified in this Article 12.1 unless thecontext otherwise requires.  Any termdefined in the Prior Agreement that is not defined in this Agreement shall havethe meaning set forth in the Prior Agreement.

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12.1.1      “Additional Patents” shall mean any andall Other Patents having one or more claims that overlap in scope with anyclaim of the Patents.

12.1.2      “Affiliate” shall mean any entity that isnow or hereafter becomes Controlled by, is in Control of, or is under commonControl with a Party.  “Control” shallmean a fifty percent (50%) or more ownership of issued and outstanding votingsecurities, or fifty percent (50%) or more of the voting rights in apartnership or limited liability company, directly or indirectly.

12.1.3      “Agreement” means this Asset PurchaseAgreement, together with all Exhibits and Schedules hereto, as amended,restated, supplemented or otherwise modified from time to time in accordancewith the terms hereof.

12.1.4      “Bill of Sale” means that Bill of SaleAgreement, dated as of the Closing Date, between the Seller and the Buyer andas set forth in Exhibit 6.5.1.

12.1.5      “Closing” has the meaning set forth inArticle 1.3.

12.1.6      “Closing Date” has the meaning set forthin Article 1.3.

12.1.7      “Documentation” has the meaning set forthin Article 1.2.

12.1.8      “Field” shall mean the design,development, manufacture and use of video conferencing equipment and mediamanagement procedures and technology.

12.1.9      “Governmental Authority” means thegovernment of the United States of America and any other country, and anystate, province, municipality or other governmental unit, or any agency, board,bureau, instrumentality, department or commission (including any court or othertribunal) of any of the foregoing.

12.1.10    “Indemnifiable Damages” has the meaning setforth in Article 10.1.

12.1.11    “Knowledge” means, with respect to anyparty, the actual knowledge of such party, its executive officers or its agentsafter due inquiry; provided, however, that if such party fails to make suchinquiry, it shall include the constructive knowledge of such facts as wouldhave been learned had such due inquiry been made.

12.1.12    “Liability” means any liability orobligation (whether known or unknown, whether asserted or unasserted, whetherabsolute or contingent, whether accrued or unaccrued, whether liquidated orunliquidated, and whether due or to become due).

12.1.13    “Lien” means any pledge, lien, encumbrance,charge or other security interest of any kind.

12.1.14    “Notice of Claim” has the meaning set forthin Article 10.2.

12.1.15    “Notice of Objection” has the meaning setforth in Article 10.2.

12.1.16    “Other Patents” means the issued, unexpiredpatents and applications for patents owned or controlled by Seller and notassigned by this Agreement, and any foreign counterparts, reissues, extensions,substitutions, confirmations, registrations, revalidations, additions, orcontinuations, continuations-in-part, and divisions thereof in existence as ofthe Closing Date.

12.1.17    “Patent Assignment” means that PatentAssignment, dated as of the Closing Date, between the Seller and the Buyer andas set forth in Exhibit 6.5.2.

12.1.18    “Patents” means the issued patents andapplications for patents set forth on Schedule 4.7.1 hereto, and any foreigncounterparts, reissues, extensions, substitutions, confirmations,registrations, revalidations, additions, or continuations,continuations-in-part, and divisions thereof in existence as of the ClosingDate.

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12.1.19    “Purchase Price” has the meaning set forthin Article 2.

12.1.20    “Purchased Assets” has the meaning set forthin Article 1.2.

12.1.21   “Relevant Rights” shall mean all rightsexisting under or hereafter accruing under any of the Patents or Other Patents,specifically including but not limited to the right to claim infringementthereof.

**ARTICLE 13– MISCELLANEOUS**

13.1    Survival of Representations andWarranties.  All of therepresentations and warranties and disclaimers thereof of the parties containedin this Agreement shall survive the Closing hereunder for a period of three (3)years. Covenants shall continue indefinitely unless limited by their own terms.

13.2    Benefit and Assignment.  This Agreement shall be binding upon andinure to the benefit of the parties hereto, their heirs, successors, assignees,and beneficiaries in interest; provided, however, that this Agreement may notbe assigned by either party without the prior written consent of the otherparty, other than in connection with the sale of all or substantially all ofthe assets of such party and, in the case of assignment by Buyer, Tandberg ASA.

13.3    Governing Law.  This Agreement shall be governed by andconstrued in accordance with the internal laws of the State of  Delaware (regardless of such State’s conflictof laws principles), and without reference to any rules of constructionregarding the party responsible for the drafting hereof.

13.4    Expenses.  Except as otherwise herein provided, allexpenses incurred in connection with this Agreement or the transactions hereinprovided for shall be paid by the party incurring such expenses and costs.

13.5    Submission to Jurisdiction.  Each of the Buyer and the Seller submits tothe exclusive jurisdiction of any state or federal court sitting in Delaware inany action or proceeding arising out of or relating to this Agreement and allagreements and transactions contemplated hereby, and agrees that all claims inrespect of the action or proceeding may be heard and determined in any suchcourt.  Each of the Buyer and the Selleralso covenants and agrees not to bring any action or proceeding arising out ofor relating to this Agreement or any agreement or transaction contemplatedhereby in any other court.  Each of theBuyer and the Seller waives any defense of inconvenient forum to themaintenance of any action or proceeding so brought and waives any bond, surety,or other security that might be required of any other party with respectthereto.  Each party agrees that a finaljudgment in any action or proceeding so brought shall be conclusive and may beenforced by suit on the judgment or in any other manner provided by law or inequity.

13.6    Notices.  Any and all notices, demands, andcommunications provided for herein or made hereunder shall be given in writingand shall be deemed given to a party at the earlier of (i) when hand deliveredto such party, (ii) when facsimile transmitted to such party to the facsimilenumber indicated for such party below (or to such other facsimile number for aparty as such party may have substituted by notice pursuant to thisArticle 13.6), or (iii) when received if sent by express courier,confirmed by receipt, and addressed to such party at the address designatedbelow for such party (or to such other address for such party as such party mayhave substituted by notice pursuant to this Article 13.6):
| If to the Buyer: | Tandberg Telecom  AS                                   |
|------------------|--------------------------------------------------------|
|             | Philip Pedersens Vei 22                                |
|             | 1366 Lysaker                                           |
|             | NORWAY                                                 |
|             | Fax:  011-47-67-125-234                                |
|             | Attention: President                                   |
|             |                                                   |
| With a copy to:  | Oblon, Spivak,  McClelland, Maier & Neustadt, P.C. |
|             | 1940 Duke Street                                       |
|             | Alexandria, Virginia 22314                             |
|             | Fax: 703-413-2220                                      |
|             | Attention: Michael Monaco, Esq.                        |

 

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| If to the Seller: | Forgent  Networks, Inc. |
|-------------------|-------------------------|
|              | 108 Wild Basin Road     |
|              | Austin, Texas 78746     |
|              | Fax: 512-437-2580       |
|              | Attention: President    |

 

13.7    Counterparts.  This Agreement may be executed simultaneouslyin two or more counterparts, each of which shall be deemed an original, but allof which together shall constitute one and the same instrument, provided thatall such counterparts, in the aggregate, shall contain the signatures of allparties hereto.

13.8    Headings.  All Article headings herein are insertedfor convenience only and shall not modify or affect the construction orinterpretation of any provision of this Agreement.

13.9    Amendment, Modification and Waiver.  This Agreement may not be modified, amendedor supplemented except by mutual written agreement of all the partieshereto.  Any party may waive in writingany term or condition contained in this Agreement and intended to be for itsbenefit; provided, however, that no waiver by any party, whether by conduct orotherwise, in any one or more instances, shall be deemed or construed as afurther or continuing waiver of any such term or condition.  Each amendment, modification, supplement orwaiver shall be in writing signed by the party or the parties to be charged.

13.10  Entire Agreement.  This Agreement and the Exhibits and Schedulesattached hereto represent the full and complete agreement of the parties withrespect to the subject matter hereof and supersede and replace any priorunderstandings and agreements among the parties with respect to the subjectmatter hereof and no provision or document of any kind shall be included in orform a part of such agreement unless signed and delivered to the other party bythe parties to be charged.

13.11  Third-Party Beneficiaries.  No third parties are intended to benefit fromthis Agreement, and no third-party beneficiary rights shall be implied from anythingcontained in this Agreement.

13.12  Publicity.  The Buyer and the Seller shall cooperate inmaking appropriate additional public announcements concerning the terms of thisAgreement and the transactions contemplated hereby and shall not do so independently,except that each Party shall unilaterally have the authority to make suchstatements upon advanced notice to the other Party to the extent it reasonablydecides such disclosure is required in order to comply with the laws or stockexchange rules of any country.

13.13  Intepretation.  Each of the Parties have been represented bycounsel and has had the opportunity to negotiate, review, revise and comment onthe terms set forth herein.  As a result,the Parties acknowledge and agree that in interpreting the provisions of thiscontract no weight shall be given to which Party drafted or revised anyprovision of this Agreement, each provision considered to have been the jointwork product of both Parties.

13.14  Disclosure Schedules.  The disclosure of information on anydisclosure schedule shall be deemed to constitute disclosure of suchinformation on any other schedules hereto to which such information may relateand shall qualify all of the representations and warranties contained hereinthat are relevant thereto.

**INWITNESS WHEREOF**, the parties hereto have caused thisAgreement to be executed as of the date and year first above written.
|            | **FORGENT NETWORKS, INC.** |
|------------|----------------------------|
| ** ** |                       | ** ** |
|       |                       | /s/ RICHARD N.  SNYDER |
|       | By:                        | Richard Snyder |
|       | Title:                     | Chairman and CEO |
|       |                       |   |
| ** ** | **TANDBERG TELECOM AS**    |
| ** ** |                       | ** ** |   |   |
|       |                       | /s/ PER H.  KOGSTAD |
|       | By:                        | Per H. Kogstad |
|       | Title:                     | President |

 

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**SCHEDULE3**

**ASSUMEDLIABILITIES**

None.

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**SCHEDULE4.5**

**TITLEISSUES**

None.

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**SCHEDULE4.6**

**REQUIREDTHIRD PARTY CONSENTS**

None.

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**CONFIDENTIAL:Subject to Attorney-Client Privilege**

**Schedule4.7.1.1 – Patents Assigned**
| **Patent  Number** | ** ** | **Filing  date** | ** ** | **Issue  date** | ** ** | **Title**                                                                                             |
|--------------------|------------|------------------|------------|-----------------|------------|-------------------------------------------------------------------------------------------------------|
| 5,657,246          |       | 3/7/1995         |       | 8/12/1997       |       | Method and apparatus for a video conference user  interface                                           |
|               |       |             |       |            |       |                                                                                                  |
| 5,768,263          |       | 10/20/1995       |       | 6/16/1998       |       | Method for talk/listen determination and multipoint  conferencing system using such method            |
|               |       |             |       |            |       |                                                                                                  |
| 5,825,754          |       | 12/28/1995       |       | 10/20/1998      |       | Filter and process for reducing noise in audio  signals                                               |
|               |       |             |       |            |       |                                                                                                  |
| 5,872,922          |       | 8/8/1997         |       | 2/16/1999       |       | Method and apparatus for a video conference user  interface                                           |
|               |       |             |       |            |       |                                                                                                  |
| 5,920,356          |       | 6/6/1996         |       | 7/6/1999        |       | Coding parameter adaptive transform artifact  reduction process                                       |
|               |       |             |       |            |       |                                                                                                  |
| 5,933,597          |       | 4/4/1996         |       | 8/3/1999        |       | Method and system for sharing objects between local  and remote terminals                             |
|               |       |             |       |            |       |                                                                                                  |
| 5,959,667          |       | 5/9/1996         |       | 9/28/1999       |       | Voice activated camera preset selection system and  method of operation                               |
|               |       |             |       |            |       |                                                                                                  |
| 5,991,277          |       | 4/9/1998         |       | 11/23/1999      |       | Primary transmission site switching in a multipoint  videoconference environment based on human voice |
|               |       |             |       |            |       |                                                                                                  |
| 6,178,205          |       | 12/12/1997       |       | 1/23/2001       |       | Video postfiltering with motion-compensated temporal  filtering and/or spatial-adaptive filtering     |
|               |       |             |       |            |       |                                                                                                  |
| 6,192,342          |       | 11/17/1998       |       | 2/20/2001       |       | Automated camera aiming for identified talkers                                                        |
|               |       |             |       |            |       |                                                                                                  |
| 6,285,405          |       | 10/14/1998       |       | 9/4/2001        |       | System and method for synchronizing data signals                                                      |
|               |       |             |       |            |       |                                                                                                  |
| 6,476,873          |       | 10/23/1998       |       | 11/5/2002       |       | Enhancement of a selectable region of video                                                           |
|               |       |             |       |            |       |                                                                                                  |
| 6,590,603          |       | 10/31/2001       |       | 7/8/2003        |       | System and method for managing streaming data                                                         |
|               |       |             |       |            |       |                                                                                                  |
| 6,707,489          |       | 12/8/1998        |       | 3/16/2004       |       | Automatic voice tracking camera system and method of  operation                                       |
|               |       |             |       |            |       |                                                                                                  |
| 6,731,334          |       | 7/31/1995        |       | 5/4/2004        |       | Automatic voice tracking camera system and method of  operation                                       |
|               |       |             |       |            |       |                                                                                                  |
| 6,968,064          |       | 9/28/2001        |       | 11/22/2005      |       | Adaptive thresholds in acoustic echo canceller for  use during double talk                            |

 

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**CONFIDENTIAL:Subject to Attorney-Client Privilege**

# **Schedule 4.7.1.2 – Patent Applications Assigned**

| **App. Ser. No  Publication No.** | ** ** | **Filing Date** | ** ** | **Title**                                                                      |
|-----------------------------------|------------|-----------------|------------|--------------------------------------------------------------------------------|
| 11/124,772  2005/0207567          |       | 5/9/2005        |       | Communications System and Method Utilizing  Centralized Signal Processing      |
|                              |       |            |       |                                                                           |
| 11/129,962  2005/0210393          |       | 5/16/2005       |       | Asynchronous Collaboration via Audio/Video  Annotation                         |
|                              |       |            |       |                                                                           |
| 09/627,731  unpublished           |       | 7/28/2000       |       | System and Method for Generating Invisible Notes on  a Presenter’s Screen |
|                              |       |            |       |                                                                           |
| 11/243,236  2006/0034448          |       | 10/4/2005       |       | Distortion Compensation in an Acoustic Echo Canceler                           |
|                              |       |            |       |                                                                           |
| 09/845,947  2002/0062403          |       | 4/30/2001       |       | Method and System for Creation of Virtual Events                               |

 

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**SCHEDULE 4.7.5**

**INFRINGEMENT NOTICES SENT**

None.

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***Schedule 4.8***

 
| Party  | ** **          | **License to  Patent #** | ** **   | **Covenant Not To  Assert** | ** **        | **Expiration of  C.N.A.** | ** ** | **Transferrable /  Assignable** | ** **                                                                               | **Sub-  Licensable** |
|--------|---------------------|--------------------------|--------------|-----------------------------|-------------------|---------------------------|------------|---------------------------------|------------------------------------------------------------------------------------------|----------------------|
| 1.)    | Polycom             |                     | 5,959,667    |                        | None              |                      | N/A        |                            | No                                                                                       |                 | No |
|        |                |                     | 5,825,754    |                        |              |                      |       |                            |                                                                                     |                 |   |
|   |                |                     |         |                        |              |                      |       |                            |                                                                                     |                 |   |
| 2.)    | Large Computer      |                     | None on list |                        | Yes               |                      | July, 2008 |                            | No                                                                                       |                 | No |
|   | Manufacturer        |                     |         |                        | All owned patents |                      |       |                            |                                                                                     |                 |   |
|   |                |                     |         |                        |              |                      |       |                            |                                                                                     |                 |   |
| 3.)    | VTEL Products Group |                     | Patents      |                        | None              |                      | N/A        |                            | Yes. One time for the sale of   all/substantially   all of the  assets of the   company. |                 | No |
|   |                |                     | 5,657,246    |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                     |              |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                     | 5,768,263    |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |
|   |                | 5,825,754                |         |                        |              |                      |       |                            |                                                                                     |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |
|   |                | 5,972,922                |         |                        |              |                      |       |                            |                                                                                     |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |
|   |                | 5,920,356                |         |                        |              |                      |       |                            |                                                                                     |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 5,933,597                |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 5,959,667                |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 5,991,277                |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 6,178,205                |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 6,192,342 B1             |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 6,285,405                |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 6,476,873                |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 6,731,334                |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | Applications             |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 09/609,609               |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 09/627,731               |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                |                          |         |                        |              |                      |       |                            |                                                                                     |                 |
|   |                | 09/660,205               |         |                        |              |                      |       |                            |                                                                                     |                 |

 

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