EXHIBIT 1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 23rd, 2000 • Macrovision Corp • Services-allied to motion picture distribution • California
EXHIBIT 10.1Subscription Agreement • May 15th, 1998 • Macrovision Corp • Services-allied to motion picture distribution
BY AND AMONG INSTALLSHIELD SOFTWARE CORPORATION ("SELLER") ANDAsset Purchase Agreement • July 1st, 2004 • Macrovision Corp • Services-computer integrated systems design • Delaware
Exhibit 1.01 2,300,000 Shares MACROVISION CORPORATION Common Stock UNDERWRITING AGREEMENT January __, 1997 MONTGOMERY SECURITIES HAMBRECHT & QUIST LLC COWEN & COMPANY As Representatives of the several Underwriters c/o MONTGOMERY SECURITIES 600...Macrovision Corp • January 7th, 1997 • California
andMacrovision Corp • July 6th, 1999 • Services-allied to motion picture distribution
LETTER AGREEMENT CONFIDENTIALLetter Agreement • December 23rd, 1999 • Macrovision Corp • Services-allied to motion picture distribution • California
EXHIBIT 1 DIGIMARC CORPORATION SERIES C PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • June 23rd, 2000 • Macrovision Corp • Services-allied to motion picture distribution • Oregon
MERGER AGREEMENTMerger Agreement • January 7th, 1997 • Macrovision Corp
RECITALSLicense Agreement • February 28th, 1997 • Macrovision Corp • Services-allied to motion picture distribution • California
Exhibit 4.01 MACROVISION CORPORATION 700 East El Camino Real Mountain View, California 94040 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 1997 • Macrovision Corp • California
LOGO] Exhibit 10.21 STANDARD SUBLEASE 1. PARTIES. This Sublease, dated, for reference purposes only, September 21, 1995, is made by and between Macrovision Corporation (herein called "Sublessor") and Deutsch Technology Research, a California...Macrovision Corp • January 7th, 1997
COMMON STOCKMacrovision Corp • June 2nd, 1998 • Services-allied to motion picture distribution • California
WAIVER AGREEMENTWaiver Agreement • January 7th, 1997 • Macrovision Corp • California
AGREEMENTAgreement • February 28th, 1997 • Macrovision Corp • Services-allied to motion picture distribution
AMENDMENT TOEmployee Agreement • August 14th, 2002 • Macrovision Corp • Services-computer integrated systems design
RECITALS:Employment Agreement • February 2nd, 2005 • Macrovision Corp • Services-computer integrated systems design • California
EXHIBIT 2 ===================================================================== =========== DIGIMARC CORPORATION SERIES D PREFERRED STOCK PURCHASE AGREEMENTSeries D Preferred Stock Purchase Agreement • June 23rd, 2000 • Macrovision Corp • Services-allied to motion picture distribution • Oregon
Macrovision Corporation Registration Rights Agreement August 23, 2006Macrovision Corp • August 23rd, 2006 • Services-computer integrated systems design • New York
Macrovision Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers (the “Initial Purchasers”) listed on Schedule 1 to the purchase agreement dated August 17, 2006 (the “Purchase Agreement”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”), $240,000,000 aggregate principal amount of its 2.625% Convertible Senior Notes due 2011 (the “Notes”), upon the terms and subject to the conditions set forth in the Purchase Agreement.
COMMON STOCKMacrovision Corp • December 23rd, 1999 • Services-allied to motion picture distribution • California
MACROVISION CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENTExecutive Severance and Arbitration Agreement • August 8th, 2007 • Macrovision Corp • Services-computer integrated systems design • California
THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the “Agreement”) is made and entered into as of (date) by and between Macrovision Corporation, a Delaware corporation (the “Company”) and (“Executive”).
Exhibit 10.09 RECAPITALIZATION AND STOCK PURCHASE AGREEMENT This Recapitalization and Stock Purchase Agreement ("Agreement") is made as of this 31st day of July, 1996 by and between Command Audio Corporation, a California corporation ("Company"), and...Recapitalization and Stock Purchase Agreement • January 7th, 1997 • Macrovision Corp • California
JPMorgan Chase Bank, National Association London EC4Y 0JP England August 17, 2006 To: Macrovision Corporation Santa Clara, CA 95050 Attention: Chief Financial OfficerMacrovision Corp • August 23rd, 2006 • Services-computer integrated systems design • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Warrants issued by Macrovision Corporation (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
2.625% Convertible Senior Notes due 2011Macrovision Corp • August 23rd, 2006 • Services-computer integrated systems design • New York
INDENTURE, dated as of August 23, 2006, between Macrovision Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 2830 De La Cruz Boulevard, Santa Clara, CA 95050 and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
Confidential treatment requested for certain portions of this document MACROVISION-Registered Trademark- Macrovision Corporation 1341 Orleans Drive PROTECTING YOUR IMAGE Sunnyvale, California 94089 (408)743-8600 Fax (408) 743-8610Letter Agreement • February 11th, 1997 • Macrovision Corp • Services-allied to motion picture distribution
EXHIBIT 10.2 MACROVISION CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the "Agreement") is made and entered into as of September 6, 2005 by and between Macrovision Corporation, a Delaware...Executive Severance and Arbitration Agreement • September 6th, 2005 • Macrovision Corp • Services-computer integrated systems design • California
WARRANT TO PURCHASE COMMON STOCK OF MACROVISION CORPORATION (UNIT WARRANT) (void after December ___, 2012)Macrovision Corp • February 29th, 2008 • Services-computer integrated systems design • California
THIS CERTIFIES THAT, for value received, Cryptography Research, Inc., a California corporation (“Holder”), contingent upon and at any time after the satisfaction of the Milestone Requirement (as defined below) and prior to the Expiration Date (as defined below), and subject to the terms and conditions herein set forth, is entitled to purchase from Macrovision Corporation, a Delaware corporation (the “Company”), all or a portion of the Warrant Shares (as defined below) at an exercise price per share equal to the Warrant Price (as defined below). The Company issued Holder this Warrant pursuant to the terms of that certain Asset Purchase Agreement, dated November 17, 2007 (the “Asset Purchase Agreement”), between the Company and Holder.
Exhibit 10.01 INDEMNIFICATION AGREEMENT ------------------------- This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of __________, 2005, by and among Macrovision Corporation, a Delaware corporation (the "Corporation") and...Indemnification Agreement • November 4th, 2005 • Macrovision Corp • Services-computer integrated systems design • Delaware
Exhibit 10.11 TECHNOLOGY TRANSFER AND ROYALTY AGREEMENT This Technology Transfer and Royalty Agreement (this "Agreement") is entered into by and between Macrovision Corporation, a California corporation ("Macrovision") and Command Audio Corporation, a...Technology Transfer and Royalty Agreement • January 7th, 1997 • Macrovision Corp • California
TECHNICAL CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is dated as of July 1, 1996, by and between VICTOR TECHNOBRAIN CO., LTD., a Japanese company, located at 804 Futowo-cho, Kohoku-ku, Yokohama-shi, Kanagawa 222, Japan, Facsimile No.: 045-546-5940...Technical Consulting Agreement • February 11th, 1997 • Macrovision Corp • Services-allied to motion picture distribution
JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandMacrovision Corp • August 23rd, 2006 • Services-computer integrated systems design • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Macrovision Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
Exhibit 10.34 MACROVISION CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT is made and entered into as of April 30, 2001 by and between Macrovision Corporation, a Delaware corporation (the...Executive Severance and Arbitration Agreement • November 13th, 2001 • Macrovision Corp • Services-allied to motion picture distribution • California
Company Voting and Support & Registration Rights AgreementRegistration Rights Agreement • December 10th, 2007 • Macrovision Corp • Services-computer integrated systems design • Delaware
COMPANY VOTING AND SUPPORT & REGISTRATION RIGHTS AGREEMENT, dated as of December 7, 2007, (this “Agreement”), by and among Saturn Holding Corp (“Holdco”), a Delaware corporation, Macrovision Corporation (“Mars”), a Delaware corporation and News Corporation, a Delaware corporation (the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof, by and among Holdco, Mars, Gemstar-TV Guide International, Inc. (“Galaxy”), Mars Merger Sub and Galaxy Merger Sub (the “Merger Agreement”).
ASSET PURCHASE AGREEMENT AMONG MACROVISION CORPORATION, MACROVISION INTERNATIONAL HOLDING LIMITED PARTNERSHIP AND CRYPTOGRAPHY RESEARCH, INC. Dated November 17, 2007Asset Purchase Agreement • December 18th, 2007 • Macrovision Corp • Services-computer integrated systems design • California
This ASSET PURCHASE AGREEMENT (“Agreement”) is made this 17th day of November 2007, by and among Cryptography Research, Inc., a California corporation (“Seller”), and Macrovision Corporation, a Delaware corporation (“Macrovision”), and Macrovision International Holding Limited Partnership, a Cayman Island Limited Partnership (“Macrovision International,” and collectively with Macrovision, the “Buyer”). Each of Buyer and Seller acknowledges and agrees that Macrovision retains the right to have all of its obligations performed by, and all of its rights inure to the benefit of, Macrovision International; provided, however, that Macrovision shall remain ultimately liable for any and all of its obligations and liabilities hereunder. Each of Seller and Buyer may hereafter be referred to as a “party” or collectively as the “parties.”
Exhibit 10.36 MACROVISION CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT is made and entered into as of April 30, 2001 by and between Macrovision Corporation, a Delaware corporation (the...Severance and Arbitration Agreement • November 13th, 2001 • Macrovision Corp • Services-allied to motion picture distribution • California
SECOND AMENDMENT TO RESTRICTED STOCK ACQUISITION AGREEMENTRestricted Stock Acquisition Agreement • February 11th, 1997 • Macrovision Corp • Services-allied to motion picture distribution
