OR CONTROL (WHETHER THROUGH CONTRACT OR OTHERWISE) OF MORE
THAN FIFTY PERCENT (50%) OF THE STOCK OR SHARES ENTITLED TO VOTE FOR THE
ELECTION OF DIRECTORS IN THE CASE OF CORPORATE ENTITIES AND IN THE CASE OF
NON-CORPORATE ENTITIES, MORE THAN FIFTY PERCENT (50%) OF THE EQUITY INTEREST
WITH THE POWER TO DIRECT MANAGEMENT POLICIES.
(B)
THE TERM "COVERED PARTIES" SHALL MEAN (I) DIRECTV AND ITS PAST AND
CURRENT AFFILIATES; (II) DIRECTV'S FUTURE AFFILIATES, AND DIRECTV'S BUSINESS
PARTNERS, JOINT VENTURE PARTICIPANTS, AND OTHER COLLABORATORS; (III) [***], (IV)
[***], AND (V) ALL PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, EMPLOYEES,
DIRECTORS, OFFICERS, AND REPRESENTATIVES OF SUBPARTS (I) THROUGH (IV) ABOVE
[***].
(C)
THE TERM "COVERED SUBJECT MATTER" SHALL MEAN ANY DEVICE [***]
ACCUSED OF FALLING WITHIN THE SCOPE OF ANY CLAIM OF THE FORGENT PATENT RIGHTS.
(D)
THE TERM "DIRECTV BUSINESSES" SHALL MEAN THE BUSINESSES DESCRIBED
IN RECITAL PARAGRAPH D.
(E)
THE TERM "EFFECTIVE DATE" SHALL MEAN MAY 13, 2007.
(F)
THE TERM "EXPIRATION DATE" SHALL REFER TO THE END OF THE DAY UPON
WHICH THE LAST OF THE FORGENT PATENT RIGHTS EXPIRES.
(G)
THE TERM "FORGENT PATENTS" SHALL MEAN THE PATENTS DESCRIBED IN
RECITAL PARAGRAPH C.
(H)
THE TERM "FORGENT PATENT RIGHTS" SHALL MEAN THE FORGENT PATENTS
AND ANY AND ALL PATENTS AND PATENT APPLICATIONS RELATED THERETO, IF ANY,
INCLUDING WITHOUT LIMITATION ANY AND ALL PARENTS, CONTINUATIONS,
CONTINUATIONS-IN-PART, DIVISIONS, SUBSTITUTIONS, EXTENSIONS, REISSUES, AND
REEXAMINATIONS THEREOF, AND ANY AND ALL FOREIGN COUNTERPARTS OF THE FOREGOING.
(I)
THE TERM "FUTURE AFFILIATE" SHALL MEAN ANY PERSON OR ENTITY WHO
BECOMES AN AFFILIATE OF A PARTY AFTER THE DATE OF EXECUTION OF THIS AGREEMENT.
2.
PAYMENT OF CONSIDERATION
(A)
AMOUNT:
WITHIN FIVE (5) BUSINESS DAYS OF THE EXECUTION OF THIS
AGREEMENT BY BOTH PARTIES, DIRECTV SHALL DELIVER BY WIRE TRANSFER TO THE ACCOUNT
IDENTIFIED BELOW THE SUM OF EIGHT MILLION DOLLARS ($8,000,000.00):
[***]
3
CONFIDENTIAL TREATMENT
(B)
[***]
3.
DISMISSAL OF THE COMPLAINT AND
COUNTERCLAIMS
(A)
COUNSEL FOR FORGENT AND COUNSEL FOR DIRECTV SHALL EXCHANGE ON
BEHALF OF THE RESPECTIVE PARTIES, EXECUTED COPIES OF THE AGREED MOTION TO
DISMISS WITH PREJUDICE AND ORDER OF DISMISSAL WITH PREJUDICE PURSUANT TO RULE
41(A)(1) AND (C) OF THE FEDERAL RULES OF CIVIL PROCEDURE DISMISSING THE ACTION
INCLUDING THE CLAIMS AND COUNTERCLAIMS FILED THEREIN WITH PREJUDICE IN THE FORM
OF EXHIBIT A (THE "STIPULATION OF DISMISSAL") ATTACHED.
UPON RECEIPT OF THE
PAYMENT IN SECTION 2, COUNSEL FOR FORGENT SHALL FILE THE AGREED MOTION TO
DISMISS WITH THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS.
4.
CONFIDENTIALITY
Neither Party shall disclose any of the terms of this AGREEMENT to any third
party, other than to Affiliates, without the express written consent of the
other Party except to the limited extent as follows:
(i) as may be required by
any state or federal statute, by government regulation or by court order, as
determined in good faith by the disclosing Party, (ii) in a proceeding brought
for the purpose of enforcing this AGREEMENT against any Party or person bound
hereby,