1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXHIBIT 10.17
Page 1
TECHNOLOGY LICENSING AGREEMENT
This Agreement dated October 16, 1997 is made by and between International
Business Machines Corporation, a New York Corporation with an office for doing
business in Research Triangle Park North Carolina, (hereinafter IBM) and First
Virtual Corporation a California corporation with an office for doing business
at 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx (hereinafter FVC).
WHEREAS, IBM has developed certain technology and products relating to the
coding, decoding, transmission and networking of video signals and images and;
WHEREAS, FVC desires to license such technology from IBM for the purpose of
developing and marketing its own video products;
NOW, THEREFORE, for good and valuable consideration IBM and FVC agree as
follows:
SECTION 1 - DEFINITIONS
1.1 "Code" shall mean computer program code, in source, object, and load
executable form, more fully identified in Attachment A. Code identified in
section A.2 is only provided in object code form.
"VAN Code" shall mean Code identified in sections A.1.1. and A.2.1 of Attachment
A which relates to IBM's VAN 8300 Video Access Node release 1.0 product.
"VDM Code" shall mean Code identified in sections A.1.2. and A.2.2 of Attachment
A which relates to IBM's Video Distribution Module release 1.0 product.
1.2 "Licensed Technology " shall mean the trade secrets, concepts, knowledge,
technical information and data, including engineering, scientific and practical
information and formulas, equipment designs, information or materials and
commercial sources thereof, technical information recorded in reports,
schematics, design documents on drawings and in specifications, related to IBM's
8300 Video Access Node release 1.0 and Video Distribution Module release 1.0
products which are contained or revealed in full in the items identified in
Attachment B.
"VAN Licensed Technology" shall mean Licensed Technology described in sections
B.1 and B.3 of Attachment B and which relate to IBM's 8300 Video Access Node
release 1.0 product.
"VDM Licensed Technology" shall mean Licensed Technology described in section
B.2 of Attachment B and which relates to IBM's Video Distribution Module release
1.0 product.
1.3 "Licensed Documentation" shall mean documentation described in Attachment C
and which is intended to be provided to end user customers in support of their
use of Products such as user guides.
1.4 "Inventory" shall mean the development assets and manufacturing assets
identified in Attachment E as well as any finished goods, works in process and
manufacturing parts inventory which FVC may purchase in accordance with Section
4.
1.5 "Product" shall mean a software and/or hardware product or feature which
performs MPEG2 video compression and/or decompression for transmission and
reception from an ATM network.
1.6 "Subsidiary" shall mean a corporation, company, or other entity:
IBM/FVC CONFIDENTIAL OCTOBER 16,1997
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a. more than fifty percent (50%) of whose outstanding shares or
securities (representing the right to vote for the election of directors
or other managing authority) are now or hereafter, owned or controlled,
directly or indirectly, by a party hereto, but such corporation,
company, or other entity shall be deemed to be a Subsidiary only so long
as such ownership or control exists; or
b. which does not have outstanding shares or securities, as may be the
case in a partnership, joint venture or unincorporated association, but
more than fifty percent (50%) of whose ownership interest representing
the right to make decisions for such corporation, company or entity is
now or hereafter, owned or controlled, directly or indirectly, by a
party hereto, but such corporation, company, or other entity shall be
deemed to be a Subsidiary only so long as such ownership exists.
SECTION 2 - RIGHTS IN CODE AND LICENSED TECHNOLOGY
2.1 Subject to the terms and conditions of this Agreement, including the
obligation to pay ongoing royalties, IBM grants to FVC a worldwide, perpetual,
non-exclusive, license under copyrights to use, execute, reproduce, display,
prepare or have prepared derivative works based upon and sell, lease or
sublicense or otherwise transfer copies of the object form of the Code for the
purposes of designing, developing, manufacturing, marketing, selling and
maintaining Products.
2.2 Subject to the terms and conditions of this Agreement, including the
obligation to pay ongoing royalties and also including the obligation of
confidentiality set forth in Section 2.7 below, IBM grants to FVC a
non-exclusive license under copyrights to use, reproduce, display, prepare or
have prepared derivative works based upon, the source form of the Code (as
identified in section A.1 of Attachment A) for the purposes of designing,
developing, and maintaining Products.
2.3 Subject to the terms and conditions of this Agreement, including the
obligation to pay ongoing royalties and also including the obligation of
confidentiality set forth in Section 2.7 below, IBM grants to FVC a worldwide,
perpetual, non-exclusive license to use Licensed Technology for the purposes of
designing, developing, manufacturing, marketing and maintaining Product.
2.4 Subject to the terms and conditions of this Agreement, including the
obligation to pay ongoing royalties, IBM grants to FVC a worldwide, perpetual,
non-exclusive license under copyrights to use, reproduce, display, prepare or
have prepared derivative works based upon and sell, lease or sublicense or
otherwise transfer copies of the Licensed Documentation in support of the
marketing, sale and use of Product.
2.5 Except for those IBM patents which are necessarily infringed by the Code and
Licensed Technology as delivered by IBM and in the exercise of the licenses
granted hereunder, no license is granted herein, directly or by implication,
estoppel or otherwise, with respect to any IBM patents. Nothing in this
Agreement shall be deemed or construed to grant an assignment or exclusive
license under any patent.
2.6 Nothing contained in this Agreement shall be construed as implying any grant
of any license or immunity by IBM under any patent owned or controlled by a
third party.
2.7 FVC agrees that :
a) Any copy of Code or Licensed Technology shall include any IBM notices of
proprietary rights appearing in the original copy of that item provided
hereunder by IBM.
b) The Licensed Technology and Code provided hereunder in source code form are
IBM Confidential and will be treated in accordance with the terms of the CDA
referenced in Section 11 "Confidential Information", except that the
confidentiality period shall be a period of 5 years from the date of execution
of this Agreement. No Licensed Technology or Code in source form shall be made
available to anyone other than FVC employees or contractors
IBM/FVC CONFIDENTIAL OCTOBER 16,1997
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who have a need to know in connection with rights granted under this Agreement,
and who have agreed to observe all obligations and restrictions set forth in
this Agreement.
c) Except for the requirement in Section 2.7(a) to include IBM notices of
proprietary rights FVC will assure that any Product sold, marketed, transferred
or distributed by FVC including any associated packaging, publications or user
documentation will not include the IBM name, trademark or logo or otherwise
contain any references to IBM. FVC also agrees that it will not sell, market,
transfer or distribute Product to any third parties in any manner that would
indicate or imply that IBM has any obligation to such third parties or their
customers with respect to the Product being sold or licensed by FVC.
d) FVC will indemnify IBM for any third party claims associated with FVC's
failure to comply with this Section 2.7.
2.8 Nothing contained in this Agreement shall be construed as conferring any
right to use any name, trade name, trademark, or other designation of either
party hereto (including any contraction, abbreviation or simulation of the
foregoing).
2.9 FVC understands and agrees that IBM is not granting any licenses of any kind
to the code and/or technology described in Attachment D and that, in order to
fully utilize the Code and Licensed Technology being licensed under this
Agreement, FVC may need to obtain other licenses from IBM and/or from third
parties. IBM MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING FVC'S ABILITY TO
OBTAIN SUCH LICENSES. FVC acknowledges and agrees that code and technology in
addition to that code and technology set forth in Attachment D may be required
in order to fully utilize the Code and Licensed Technology provided hereunder.
SECTION 3 - IBM'S OPTION RIGHTS TO ACQUIRE LICENSES TO FVC DERIVATIVE PRODUCTS
3.1 For a period of [*] beginning with the date of execution of this Agreement
and subject to the conditions set forth in 3.2 below, IBM has the right to
acquire all intellectual property rights and licenses on a non-exclusive,
perpetual basis related to any Product developed by or for FVC based upon or
utilizing the Code and Licensed Technology, including associated source and
object code, patents, designs, drawings, specifications, manufacturing documents
and other associated documentation including all enhancements and or
improvements to any of the foregoing (Derivative Products), for the purposes of
developing, manufacturing, marketing, using, selling, licensing, and preparing
or having prepared derivative works based upon such Derivative Products.
3.2 IBM shall have the right to exercise the option in Section 3.1 upon the
occurrence of one or more of the following events.
a) if, at anytime prior to the expiration of [*] from the date of
execution of this Agreement FVC withdraws from marketing any FVC
Derivative Product and does not make available to IBM for resale, under
terms, conditions and prices similar to those offered to other FVC
distributors or dealers, a replacement Derivative Product or FVC
discontinues making Derivative Products available to IBM for resale
under terms, conditions and prices similar to those offered to other FVC
distributors or dealers or FVC fails to offer Derivative Products to IBM
under terms, conditions and prices similar to those offered to other FVC
distributors or dealers, or
b) if this Agreement is terminated by IBM as the result of a material
breach by FVC, or
c) if, at anytime prior to the expiration of [*] from the date of
execution of this Agreement either;
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i) a controlling interest in the outstanding shares or
securities (representing the right to vote for the election of
directors or other managing authority) of FVC is acquired by a
third party, or
ii) a majority of the assets of FVC are spun-off or otherwise
acquired by a third party, or
iii) the Code and Licensed Technology licensed under this
Agreement or the intellectual property rights related to the
Product comes under the control of a third party,
and Derivative Product, including Derivative Product developed after the
occurrence of any of the events set forth in Section 3.2 c), are no
longer made available to IBM for resale under the same or similar terms
and conditions that Derivative Products were being made available to IBM
prior to such event.
3.3 In the event IBM exercises the rights granted under this Section 3 IBM shall
pay to FVC a sum equal to [*] under this Agreement up to the time IBM exercises
these rights.
3.4 The option granted hereunder shall not limit any other remedies IBM may have
for breach of this agreement.
SECTION 4 - SALE OF INVENTORY
4.1 IBM agrees to make available for purchase by FVC the development assets
listed in section E.1 of Attachment E. At the conclusion of the Transition
Period described in Section 5 IBM also agrees to make available for purchase by
FVC the manufacturing assets listed in section E.2 of Attachment E as well as
any remaining finished goods, works in process, and manufacturing parts
inventory. The purchase price for the Inventory shall be [*] purchased. Upon
payment of the associated purchase price, title and risk of loss to the
Inventory shall pass to FVC. IT IS UNDERSTOOD AND AGREED THAT THE INVENTORY IS
BEING SOLD BY IBM ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND AND SUBJECT
TO THE LIMITATIONS SET FORTH IN SECTION 8.2.
4.2 FVC shall remove all tags, labels, packaging, or markings existing on or
with the Inventory which include the IBM name or logo or otherwise identify IBM
as the source of the Inventory. FVC also agrees that it will not sell the
Inventory or allow it to be sold to any third parties in any manner that would
indicate or suggest that IBM is the source of manufacture of the Inventory or
that IBM has any obligation to such third parties or their customers with
respect to the Inventory. FVC will indemnify IBM for any third party claims
associated with FVC's failure to comply with this Section 4.
4.3 The terms of shipment of the Inventory shall be FOB IBM's Research Triangle
Park facility.
4.4 IBM will invoice FVC for the Inventory purchased and FVC will pay the
invoice within thirty days of receipt by mailing payment to the address stated
in the invoice.
SECTION 5 - MANUFACTURING TRANSITION ASSISTANCE
5.1 For a period not to exceed [*] months from the time of the execution of this
Agreement (Transition Period) IBM will provide FVC with Manufacturing Transition
Assistance as set forth in Attachment F. This assistance shall be in the form of
consulting assistance to be provided by up to [*] people familiar with the
manufacture of IBM's current VAN product. FVC will pay IBM a fee of [*] per
person per month for these services. This fee is for the provision of services,
indirect overhead (i.e. office space occupied by the IBM personnel) and
administrative support only and does not include any additional expenses such as
travel, materials, tools, subcontract activity or other costs related to the
services provided. FVC shall be responsible for these additional costs. IBM will
not incur such costs without first obtaining the approval of the FVC contract
representative named in Section 12.1. FVC will reimburse IBM for any FVC
approved expenditures which are
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billed to IBM. THESE SKILLS AND SERVICES ARE PROVIDED ON AN AS IS BASIS WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND INCLUDING RESULTS.
IBM does not make any representations or warranties, concerning the results of
this consulting or FVC's ability to manufacture Products or to procure
components, parts, code or other materials from IBM or IBM's current suppliers.
FVC assumes full risk and responsibility for procuring needed components, parts,
code or other materials and for its ability to manufacture Products. At the
expiration of the Transition Period FVC may purchase any remaining, finished
goods, works in process and manufacturing parts Inventory as set forth in
Section 4.
IBM will invoice FVC monthly for the services and reimbursable expenses and FVC
shall pay such invoices within 30 days of receipt by mailing payment to the
address stated in the invoice.
SECTION 6 SKILLS TRANSITION AND DEVELOPMENT SUPPORT
6.1 - For the purposes of this Section 6 the following terms shall have the
following meanings:
6.1.1 The term "Materials" means literary works or other works of authorship
including programs, program listings, programming tools, documentation, reports
and drawings, developed by the personnel provided by IBM in the performance of
the services provided under this Section 6. Materials shall not include any
preexisting literary works or works of authorship.
6.1.2 The term "Invention" means any idea, concept, know-how or technique that
either party first conceives or reduces to practice in connection with the
performance of the services provided under this Section 6 and for which a patent
application is filed.
6.2 Beginning on October 15th, 1997 (notwithstanding the later execution of this
Agreement), IBM will make available to FVC up to [*] people for a period not to
exceed [*] from the date of the execution of this Agreement to provide education
and training to FVC development personnel and to assist FVC with the further
development and enhancement of the Code and Licensed Technology. IBM will also
make available to FVC, for a period not to exceed [*] from the date of execution
of this agreement, the consulting services of a product line manager familiar
with the marketing and sales strategy of IBM's current VAN 8300 product. These
individuals will remain resident in their current offices and lab space at IBM.
FVC will pay IBM for these services a fee of [*] per month per person. This fee
is for the provision of services, indirect overhead (i.e. office space occupied
by the IBM personnel) and administrative support only and does not include any
additional expenses such as travel, materials, tools, subcontract activity or
other costs related to the services provided. FVC shall be responsible for these
additional costs. IBM will not incur such costs without first obtaining the
approval of the FVC contract representative named in Section 12.1. FVC will
reimburse IBM for any FVC approved expenditures which are billed to IBM. THESE
SKILLS AND SERVICES ARE PROVIDED ON AN AS IS BASIS WITHOUT REPRESENTATION OR
WARRANTY OF ANY KIND INCLUDING THE RESULTS.
FVC may terminate the services of any of the individuals being provided under
this Section 6.2 by providing 30 days written notice to the IBM contract
representative in Section 12.1.
In the event FVC hires any of the individuals providing services under this
Section 6 then IBM's obligation to make people available to FVC hereunder shall
be reduced by the number of people corresponding to the number hired by FVC.
This includes any individuals hired before the execution of this contract
provided such individuals would have been utilized by IBM to provide these
services had they not been hired by FVC.
6.3 Beginning on October 15th, 1997 (notwithstanding the later execution of this
agreement) FVC will fund IBM's ongoing product engineering support for IBM's
current VAN 8300 product by paying IBM [*] per month to reimburse IBM for [*]
engineering personnel. FVC will continue this funding until the earlier of April
1, 1998 or the date on which FVC announces and starts shipment of a compatible
replacement product for the VAN 8300 at which time FVC will assume full
responsibility for level 3 product engineering field support of the installed
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customer inventory of the VAN 8300 Video Access Node product. This support
includes correction of design errors, and performance and release of engineering
changes and software fixes.
6.4 IBM will invoice FVC monthly for the services and reimbursable expenses and
FVC shall pay such invoices within 30 days of receipt by mailing payment to the
address stated in the invoice.
6.5. Ownership and License of Copyright
a) IBM hereby assigns to FVC ownership of copyright, in the Materials.
b) FVC hereby grants to IBM an irrevocable, nonexclusive, worldwide,
perpetual, paid-up license to use, execute, reproduce, display, perform,
distribute copies of and prepare and have prepared derivative works
based upon, the Materials and the right to authorize others to do any or
all of the foregoing.
6.5 Inventions
An Invention shall be treated as follows:
a. if made by personnel of one of the parties it shall be the property
of that party (Inventing Party). The Inventing Party hereby grants to
the other party an irrevocable, nonexclusive, worldwide, paid up license
under such Invention, all patent applications filed therefor, and all
patents issued thereon;
b. if made by personnel of both parties, it and all patent applications
filed therefor and all patents issued thereon shall be jointly owned by
the parties. Each party shall have the right to grant licenses to third
parties or assign its rights therein without accounting to the other
party.
All licenses granted to either party under this Section 6 include the
unrestricted right to make, have made, use, lease, sell or otherwise transfer
any apparatus, and to practice any method covered by the Invention. Such license
shall include the right of the licensee to grant sublicenses of comparable scope
to its Subsidiaries.
Nothing contained in this Agreement shall be deemed to grant any license under
any patent or patent applications arising out of any other inventions of either
party.
SECTION 7 - ROYALTIES
7.1 Definitions.
7.1.1 "Royalty Bearing Product" shall mean any Product that contains Code or a
derivative work thereof, or has any functionality described by or embodying any
of the Licensed Technology not known to FVC prior to disclosure of the Licensed
Technology by IBM. In the case of software Products each copy licensed or
distributed by FVC to an end user or other party shall be deemed to be a Royalty
Bearing Product. Royalty Bearing Products shall include the following:
VAN Royalty Bearing Product shall mean a Royalty Bearing Product based
upon, derived from or containing VAN Code or VAN Licensed Technology.
VDM Royalty Bearing Product shall mean a Royalty Bearing Product based
upon, derived from or containing VDM Code or VDM Licensed Technology.
7.1.2 "Royalty Revenue" shall mean FVC's [*]
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FVC may sell or license a Royalty Bearing Product as a standalone system or as a
component of a larger product or system. In the event that a Royalty Bearing
Product is sold or licensed as a component of a larger product or system then
the Royalty Revenue shall be calculated based on the Royalty Revenue that would
have been received had the Royalty Bearing Product been sold or licensed on a
standalone basis. If there is no standalone price associated with the component
which contains the Royalty Bearing Product then the Royalty Revenue shall be the
revenue that would have been received for the next level component, product, or
system that is separately sold or licensed. The parties agree that it is their
intent that FVC have flexibility in the method in which it packages, licenses
and sells it products while at the same time assuring that IBM receives royalty
for the Code and Licensed Technology based on the fair market value of the
functions it enables a Product to perform
7.2 Accrual of Royalties for Products
For each Royalty Bearing Product sold, licensed, or otherwise transferred by FVC
to its customers, distributors, dealers or remarketers prior to the 5th
anniversary of the date of the execution of this Agreement FVC shall pay IBM as
follows:
a) for each VAN Royalty Bearing Product FVC shall pay [*] of Royalty Revenue;
b) for each VDM Royalty Bearing Product FVC shall pay [*] of Royalty Revenue.
A Royalty Bearing Product is considered "sold" or "licensed" when billed or
invoiced by FVC.
A Royalty Bearing Product is considered "otherwise transferred" when not sold or
licensed but delivered by FVC to its customers, distributors, dealers, or
remarketers to others, regardless of the basis for compensation.
7.3 Payment of Royalty for Products
Royalty payments shall be made in US dollars and shall be due within 30 days
after the end of each calendar quarter. Any required currency conversion shall
be made at the official rate of exchange of the currency as quoted by the Wall
Street Journal for the last business day of the period for which payment is due.
No taxes paid by FVC or its distributors, dealers or remarketers (including but
not limited to, sales, property, and value added taxes) imposed by any
governmental entity shall be deducted from or credited against royalties due
IBM.
FVC shall wire or mail all payments due under this Section 7 to the IBM account
at the following address:
Director of Licensing- IBM
Bank of New York
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X.X.
Credit Account # 000-0000-000
ABA Routing # 0000-0000-0
FVC shall include the following information with the payment:
First Virtual Corporation
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Technology Transfer Agreement
IBM Contact: Xxxx Xxxx 000-000-0000.
7.4 Royalty Reporting.
FVC shall provide to IBM, within 45 days after the conclusion of each calendar
quarter, a written report of all royalties due IBM during the previous calendar
quarter. The report shall include the type, quantity, and total Royalty Revenue
of Products sold, licensed or otherwise transferred by FVC. The written report
shall be signed by an officer of FVC or his designee.
Reports shall be sent by mail or facsimile to:
IBM Director of Licensing
International Business Machines Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile Number (000) 000-0000
FVC shall keep records in sufficient detail to permit the determination of
royalties payable hereunder. Upon IBM's request, but no more frequently than
annually (unless in response to a dispute), FVC shall permit independent
auditors chosen by IBM, to have access during ordinary business hours, to such
FVC records and information as may be reasonably necessary to determine the
correctness of any royalty report or payment due under this agreement.
If an audit should disclose any underpayment of royalties due IBM, FVC shall,
within 30 days after notice of such underpayment, pay IBM such amount, together
with simple interest at the rate of 18% per annum beginning with the date such
payment was originally due.
SECTION 8 - WARRANTIES AND REPRESENTATIONS
8.1 IBM represents and warrants to FVC that, as of the date of this Agreement,
IBM owns or otherwise has all rights necessary in the Code, Licensed Technology
and Licensed Documentation as delivered by IBM to make the grants and licenses
set forth herein and that there is no pending litigation or claims of
infringement of any copyright, patent, or other intellectual property right
against IBM relating to the Code, Licensed Technology, Licensed Documentation or
Inventory. IBM represents and warrants that it has full title to the Inventory.
8.2 THE CODE, LICENSED TECHNOLOGY, LICENSED DOCUMENTATION AND INVENTORY ARE
PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND EXCEPT FOR THE
WARRANTIES IN 8.1. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED WITH RESPECT TO THE
CODE, LICENSED TECHNOLOGY, LICENSED DOCUMENTATION, AND INVENTORY.
IT IS UNDERSTOOD AND AGREED THAT IBM DOES NOT WARRANT THAT THE CODE, LICENSED
TECHNOLOGY, LICENSED DOCUMENTATION OR INVENTORY WILL MEET THE REQUIREMENTS OF
FVC OR FVC'S CUSTOMERS, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR
FREE.
NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER CONCERNING
THE SUCCESS OF THE MARKETING OF PRODUCTS RELATED TO THE CODE, LICENSED
TECHNOLOGY, LICENSED DOCUMENTATION OR INVENTORY THAT ARE THE SUBJECT OF THIS
AGREEMENT. TO THE EXTENT THAT THE PARTIES HAVE DISCUSSED OR SHARED INFORMATION
IBM/FVC CONFIDENTIAL OCTOBER 16,1997
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RELATING TO FORECASTS, PLANS OR EXPECTATIONS CONCERNING POSSIBLE FUTURE SALES OF
PRODUCTS IT IS UNDERSTOOD AND AGREED BY BOTH PARTIES THAT SUCH INFORMATION DOES
NOT SERVE AS A WARRANTY OR REPRESENTATION THAT SUCH FORECASTS, PLANS OR
EXPECTATIONS WILL BE REALIZED. FVC, THROUGH ITS MANAGEMENT AND ADVISORS HAS
FULLY AND INDEPENDENTLY FAMILIARIZED ITSELF WITH THE FACTORS NECESSARY TO
EVALUATE THE RISKS INVOLVED WITH THE LICENSING OF THIS TECHNOLOGY, AND THE
MANUFACTURE AND SALE OF PRODUCTS BASED ON THE TECHNOLOGY AND IS NOT RELYING ON
ANY REPRESENTATIONS OF IBM BEYOND THOSE SET FORTH IN THIS AGREEMENT.
8.3 FVC warrants and acknowledges that it has conducted, to its satisfaction, an
inspection of the Code, Licensed Technology, Licensed Documentation and
Inventory and agrees that they comply with the terms of this Agreement and FVC
accepts them in their present condition.
SECTION 9 - INDEMNIFICATION
9.1 IBM will, at its expense, indemnify FVC against any suit or claim against
FVC to the extent that such a suit or claim is based upon any breach of the
warranties set forth in Section 8.1 of this Agreement and provided such suit or
claim is not attributable to any enhancements or modifications made to the Code,
Licensed Technology or Licensed Documentation by or for FVC. IBM will pay the
amount of any settlement or the costs, damages, expenses and attorney's fees
finally awarded by a court in any such suit or claim.
9.2 FVC, at its expense, will indemnify IBM against any suit or claim against
IBM based upon a claim of infringement of third party rights or any other suit
or claim resulting from any enhancement or modification made by or for FVC to
the Code, Licensed Technology, Licensed Documentation or Inventory and any
product liability suits or claims relating to products developed or sold by FVC
based upon the Code, Licensed Technology, Licensed Documentation or Inventory.
FVC will pay the amount of any settlement or the costs, damages, expenses and
attorney's fees finally awarded by a court in any such suit or claim.
9.3 Each parties' obligation to indemnify the other as set forth in this Section
9 shall be contingent upon the other party's:
a. providing prompt written notice of any claim or threatened or actual
suit to the indemnifying party and,
b. allowing the indemnifying party to have sole control of the defense
of such suit or claim and any related settlement negotiations and,
c. cooperating fully with the indemnifying party in the defense and
settlement of such suit or claim.
9.4 This Section 9 shall represent the entire and exclusive obligation of one
party to the other regarding any claim of infringement and any claims under
Section 8.1.
SECTION 10 - LIMITATION OF REMEDIES AND DAMAGES
10.1 Except for FVC's obligation to pay the royalties, service fees, and
purchase prices set forth in this Agreement either parties' total liability for
damages to the other for any and all causes whatsoever arising under or in
connection with this Agreement or the Code, Licensed Technology, Licensed
Documentation or Inventory which are the subject of this Agreement, shall be
limited to a total of [*].
10.2 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
SPECIAL OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS. EXCEPT AS
SET FORTH IN SECTIONS 9, 2.7 and 4.2, NEITHER PARTY WILL BE LIABLE FOR ANY
CLAIMS OR DAMAGES BASED UPON ANY THIRD PARTY CLAIM.
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SECTION 11 - CONFIDENTIAL INFORMATION
11.1 The parties shall make disclosures of information under the terms of
Confidential Disclosure Agreement number 94-069 between IBM and FVC (the CDA).
FVC agrees that any Code in source code form provided to FVC by IBM under this
Agreement as well as the Licensed Technology and information relating to the
Inventory shall be treated as IBM confidential information in accordance with
the CDA as modified by this Agreement. The parties also agree that all drafts
and executed copies of this Agreement shall be treated by each party as
confidential information of the other party under the CDA.
11.2 The parties agree not to disclose either the existence of or the terms and
conditions of this Agreement to any third parties without the prior written
consent of the other party. Neither party will make any public statements
relating to the subject matter of this Agreement without the prior written
consent of the other party.
SECTION 12 - GENERAL
12.1 Each party shall name a contract representative to coordinate activities
under this Agreement. If a party changes its representative, it shall notify the
other party of the change in writing. The current representatives of each party
are:
For IBM: Xxxx Xxxxx
0000 Xxxxxxxxxx Xxxx
PO Box 12195
Dept. EK7A
Research Xxxxxxxx Xxxx, XX 00000.
For FVC: Xxxxx X. Xxxxxxxx
Chief Operating Officer
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxxxxx
12.2 All notices, requests, consents and other communications under this
Agreement shall be in writing and shall be mailed to each party's representative
at the addresses above.
12.3 This Agreement shall be governed in all respects by the laws of the State
of New York as they apply to contracts executed and fully performed in New York.
IBM and FVC each waive the right to a jury trial in any proceeding arising under
or in connection with this Agreement.
12.4 This Agreement, including its Attachments, embodies the entire agreement
and understanding between the parties, and supersedes all prior agreements,
written or oral, relating to the subject matter hereof. Neither party, in
entering into this agreement, has relied on any inducements, promises or
expectations beyond those contained in this Agreement. No amendments or
modifications hereof will be valid or binding upon the parties, unless made in
writing and signed by authorized representatives of each party .
12.5 No forbearance on the part of either party in enforcing its rights under
the terms of this Agreement shall constitute a waiver of any such term or a
forfeiture of any other right.
12.6 Except for IBM's right to assign the payments to be made by FVC hereunder,
neither party shall sell, transfer or assign any right or obligation hereunder
without the prior written consent of the other party.
Any attempted act in derogation of the foregoing shall be null and void.
12.7 If any provision of this Agreement is held to be illegal, invalid, or
unenforceable, the remaining provisions shall not be affected.
IBM/FVC CONFIDENTIAL OCTOBER 16,1997
11
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12.8 Except as expressly noted elsewhere, each party shall bear its owns
expenses associated with the performance of this Agreement.
12.9 FVC shall be responsible for the payment of any and all taxes imposed as
the result of or in connection with the sales and licenses made under this
Agreement (including but not limited to, sales, property, and value added taxes)
with the exception of taxes based on IBM's net income.
IN WITNESS OF THE FOREGOING, IBM AND FVC HAVE CAUSED THIS TECHNOLOGY LICENSING
AGREEMENT TO BE EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES AS OF THE DAY AND
YEAR LAST WRITTEN BELOW.
Accepted and agreed to:
INTERNATIONAL BUSINESS FIRST VIRTUAL CORPORATION
MACHINES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
-------------------------- -------------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: V.P. Operating Networking Title: Chief Financial Officer
Printing & Storage Group
Date: 10/15/97 Date:
IBM/FVC CONFIDENTIAL OCTOBER 16,1997
12
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ATTACHMENT A - CODE
A.1 SOURCE CODE
A.1.1 VIDEO ACCESS NODE SOURCE CODE
Source code used to build the following functional units is provided
(executable units are listed rather than individual source files for
brevity). Note that for .cmd files, the source and object code are the
same (because they are an interpreted rather than a compiled language).
A.1.1.1 PRIMARY EXECUTABLE MODULES
AVS.EXE Server process executable.
avsfplay.exe File player virtual device
avsfrecd.exe File recorder virtual device
avskill.exe kill command for AVS Server
avsprogram.exe command line user interface for AVS
avsquery.exe command line user interface for queries
avsstart.exe AVS Server process front-end
avstermmap.exe application to order AVS to re-read XXXXXXX.XXX
avstrace.exe application for setting AVS trace points
loopvenc.exe MVT test file player virtual device, loops forever
parsets.exe Transport Stream file parser/analyzer
A.1.1.2 DYNAMIC LINK LIBRARIES, FOR DEVICE DRIVER ACCESS AND FOR FUNCTIONAL
ENCAPSULATION AND SERVICEABILITY.
vsconn.dll Xxxxxxxxxx Xxxxxx XXX
XXXXXX.XXX XXX for decoder functions under device manager
m2e_rtic.dll DLL for encoder functions under device manager
vddll.dll DLL for virtual device applications
VirtDev.dll Virtual Device DLL under device manager
AVSATM.DLL AVS ATM Null Protocol Driver DLL interface
avsdll.dll AVS application interface DLL
AVSH245.DLL AVS Server H.245 implementation
avsShM.dll AVS Server RAS shared memory DLL
avstrace.dll AVS Server RAS tracing DLL
cclatm.dll ATM Support for our communications class libraries
A.1.1.3 COMMAND FILES, MOSTLY PART OF THE MAKE PROCEDURE
Command utilities that are part of the MAKE procedure:
BUILDSRC.CMD
JUSTLINK.CMD
makeatm.cmd
makeclnt.cmd
makecmds.cmd
makesamp.cmd
makesnmp.cmd
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makesrvr.cmd
maketree.cmd
makevdd.cmd
MIBMAVS.CMD
makeit.cmd \avs\devmgr\encoder\virtdd
makeit.cmd \avs\devmgr\encoder\virtdevdll
AVSBAKUP.CMD avs\LLATMI\TCPIP
AVSBLDLK.CMD avs\LLATMI\TCPIP
AVSLOCK1.CMD avs\LLATMI\TCPIP
AVSLOCK2.CMD avs\LLATMI\TCPIP
AVSCHECK.CMD avs\SIAVS
avsnews.cmd avs\SIAVS
CDROMPKG.CMD avs\SIAVS
DECINSTL.CMD avs\SIAVS
fixprot.cmd avs\SIAVS
MAKETERM.CMD
The following commands are not part of the make procedure, but are used as
indicated:
AVSPDP.CMD Problem Determination set-up command
AVSICON.CMD Create desktop folder with AVS icons
avsinst.cmd installation front-end command
TSMUX.CMD Loads ARTIC960 microcode onto encoder
AVSPKG.CMD Creates AVS installation package
A.1.1.4 DEVICE DRIVERS
avsconn.sys Connection Device Driver
mpr_dd.sys Decoder adapter device driver
m2e_rtic.sys Encoder adapter device driver
virtdev.sys Virtual Device device driver
AVSATMDD.OS2 AVS Null Protocol Driver for LLATMI
A.1.1.5 OTHER EXECUTABLE PROGRAMS NOT LISTED ABOVE
VANCFG.EXE Configuration utility
connmon.exe Connection monitor
decinventory.exe Decoder utilities
decupgrade.exe Decoder utilities
download.exe Decoder utilities
testdec.exe Decoder utilities
encdiag.exe Encoder diagnostics utility
avsstub.exe Stub for including IBM binary copyright in executable image
avsnamex.exe AVS Sample application
avsuser.exe AVS Sample application
avsuserv.exe AVS Sample application
avsvdec.exe AVS Sample application
avsvenc.exe AVS Sample application
avsvencx.exe AVS Sample application
CHGLEVEL.EXE More installation programs, from \avs\siavs
DECINSTL.EXE More installation programs, from \avs\siavs
INSTALL.EXE More installation programs, from \avs\siavs
queryatm.EXE More installation programs, from \avs\siavs
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avsagent.exe SNMP subagent for AVS
A.1.1.6 ENCODER MICROCODE
This is the Transport Stream Multiplex code
VIDDMA.REL Special version for new ASPI audio encoder module, postaspi13
auddma2.rel "Regular" encoder microcode
aveccntl.rel "Regular" encoder microcode
mcadma.rel "Regular" encoder microcode
viddma.rel "Regular" encoder microcode
A.1.1.7 DECODER MICROCODE
bootf.abs Boot load for decoder, avs\mpr\dboot\obj
app.abs Application load for decoder, avs\mpr\decc\obj
A.1.1.8 MAKE FILES FOR AVS COMPONENTS
The specific make files are not listed here, but all files necessary to make
the Audio-Visual Services functionality, whether on the OS/2 system unit or
the encoder or decoder adapters, are part of this license agreement. These
files will have extensions of ".mak" or ".inc".
A.1.1.9 AVS TEST CASE SOURCE CODE
Source code for the test case applications will be included in this license
agreement. These are applications written to the AVS API to test the correct
operation of the API and the underlying server support, as well as various
error scenarios. In many cases, the execution of particular test scenarios
requires manual intervention and operation, for example the termination of
the server on a receiving Video Access Node while an audiovisual transmission
is in progress.
A.1.1.10 MISCELLANEOUS
avstrace.tsf AVS OS/2 Trace formatting template file
avsmsg.txt compiled message repository (English)
ccl*.cfg, ccl*.msg configuration and message source files for the
communications class libraries
A.1.2 VIDEO DISTRIBUTION MODULE SOURCE CODE
Code for boot image All source code and make files which
are used to build the Video Distribution Module boot
image.
Operational microcode Source and make files for the Video
Distribution Module operational microcode which
perform the functions of initialization, port
diagnostics, adapter control, video port control, and
service interface.
A.2 OBJECT CODE
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A.2.1 VIDEO ACCESS NODE CODE PROVIDED IN OBJECT FORM ONLY
No source form for this object code identified below will be provided.
Furthermore, reverse-engineering, reverse-compiling, or reverse translating
these object modules is prohibited.
The AVS TCP/IP protocol stack, which includes XXX 0000 support:
AFINET.SYS TCP/IP OS/2 device driver
IFNDIS.SYS TCP/IP OS/2 device driver
ATMARP.EXE Configure/Query RFC 1577 ARP Client/Server info
CNTRL.EXE TCP/IP OS/2 run time module
IPATMCFG.EXE Configure RFC 1577 ARP ATM addresses
The following installation DLLs:
EPFIPII.DLL
EPFIEXTS.DLL
EPFIRSBK.DLL
Installation programs from \avs\si:
DISKGEN.EXE
EPFIDLDS.EXE
EPFINSTS.EXE
EPFIPAK2.EXE
EPFIPRCS.EXE
EPFIUPK2.EXE
The LLATMI device drivers:
LLATMOSX.OS2 25 Mbit adapter device driver
API155.OS2 155 Mbit adapter device driver
The following DLLs:
cclbase.dll
ccltcp.dll
A.2.2 VIDEO DISTRIBUTION MODULE CODE PROVIDE IN OBJECT FORM ONLY
No source form for this object code identified below will be provided.
Furthermore, reverse-engineering, reverse-compiling, or reverse translating
these object modules is prohibited.
The object files for ATM Forum 3.1 Signaling and ILMI support:
atm_objaddrLib.a
atm_configLib.a
atm_cmgrLib.a
atm_ilmiLib.a
atm_memmgrLib.a
atm_saalLib.a
atm_svcfLib.a
atm_timerLib.a
vdmWrap.a
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ATTACHMENT B - LICENSED TECHNOLOGY
B.1 VIDEO ACCESS NODE LICENSED TECHNOLOGY
B.1.1 VIDEO ACCESS NODE ENCODER
Licensed Technology for the Encoder Adapter includes:
o Encoder Adapter schematics and xxxx-of-material data in the form of Concept
files.
o Encoder Adapter physical design information in the form of Allegro files,
which includes the board outline drawings, component placement, wiring
layers, and netlist.
o Manufacturing data for raw card in the form of Gerber data for the board
vendor.
o Xxxx-of-Material and Approved Vendor List in the form of Microsoft Excel 5.0
spreadsheet.
o Field-Programmable Gate Array (FPGA) source files and image files for each of
the four FPGA components: Xxxxxx XXXX ("XXXX, XXXX, XXXX") in Max+Plus II,
AMD Mach FPGA ("VPAL") in MACH XL 3.0.
Licensed Technology for the AIB Adapter includes:
o AIB Adapter schematics and xxxx-of-material data in the form of Concept
files.
o AIB Adapter physical design information in the form of Allegro files, which
includes the board outline drawings, component placement, wiring layers, and
netlist.
o Manufacturing data for raw card in the form of Gerber data for the board
vendor.
o Xxxx-of-Material and Approved Vendor List in the form of Microsoft Excel 5.0
spreadsheet.
o Programmable Device source files and image files for each of the two
components: AMD 22V10 ("U506") in Xxxx, FLASH ROM from Artic960 microcode)
o Top card connector cable assembly drawing
B.1.2 VIDEO ACCESS NODE DECODER
Licensed Technology for the Decoder Adapter includes:
o Decoder Adapter schematics and xxxx-of-material data in the form of Concept
files.
o Decoder Adapter physical design information in the form of PADS files, which
includes the board outline drawings, component placement, wiring layers, and
netlist.
Note: The physical design for the Decoder Adapter was modified in the PADS
physical design tool. However, the modifications were not back-annotated into
the original Orcad schematics. Representative schematics were created and
maintained by hand in Concept.
o Manufacturing data for raw card in the form of Gerber data for the board
vendor.
o Xxxx-of-Material and Approved Vendor List in the form of Microsoft Excel
spreadsheet.
o Programmable Device source files and image files for each of the four Lattice
FPGA components.
B.2 VIDEO DISTRIBUTION MODULE DECODER BLADE LICENSED TECHNOLOGY
Licensed Technology for the 2-port Video Distribution Module Base Card includes:
o Video Distribution Module Base Card Adapter schematics and xxxx-of-material
data in the form of Concept files.
o Video Distribution Module Base Card Adapter physical design information in
the form of Allegro files, which includes the board outline drawings,
component placement, wiring layers, and netlist.
o Xxxx-of-Material and Approved Vendor List in the form of a flat text file.
o Programmable Device source files and JEDEC files for each of the components:
XILINX FPGA ("Buzz") in VHDL, Altera CPLD ("DARB") in MAX+Plus II, XILINX
FPGA ("Infinity") in Concept, AMD 26V12 in Xxxx.
o Binary load image for LSI Logic ATMizer module.
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o XILINX binary image included in 403 FLASH module for loading two XILINX
devices.
Licensed Technology for the 6-port Video Distribution Module Port Card includes:
o 6-port Video Distribution Module Port Card Adapter schematics and
xxxx-of-material data in the form of Concept files.
o 6-port Video Distribution Module Port Card Adapter physical design
information in the form of Allegro files, which includes the board outline
drawings, component placement, wiring layers, and netlist.
o Xxxx-of-Material and Approved Vendor List in the form of a flat text file.
o Programmable Device source files and image files for each of the components:
XILINX FPGA ("Woody") in VHDL, and AMD 26V12 in Xxxx.
B.3 VIDEO ACCESS NODE MANUFACTURING INFORMATION LICENSED TECHNOLOGY
B.3.1 VIDEO ACCESS NODE MANUFACTURING DOCUMENTATION
a. Parts list for the IBM 8300-300 which identifies the following:
o Manufacturing Feature Index (MFI)
o Field Feature Index (FFI)
o Build of Material (B/M) Part Number Listing
o Final Assembly and Features (MFI & FFI)
o Final Assembly 8300-300 B/M
o Power Cords: selection by country code and/or feature code
o Pub Ship Groups
o MFI B/M Contents
o Modems; selection by country code and/or feature code
o FFI B/M Contents
b. Engineering Level Routing (P/N 85H6566)
o Manufacturing Process/Build Documentation
o Detailed assembly instructions (final assembly, video adapters,
features)
o Listing of reference drawings (final assembly, video
adapters, features)
c. Manufacturing drawings including:
o Final Assembly/Components, Decoder, Encoder, AIB
o Part numbers contained in 8300-300 Parts Lists and Engineering Level
Routing (85H6566)
d. Manufacturing Test Procedures for the IBM 8300 (Document # RA.35.2339)
o assembly verify and BIOS update
o writing a test diskette
o initial test and code load
o burn-in
o final test
e. IBM Video Access Node card MFT Procedure (Document # RA.35.2220)
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o Functional test procedure for Video Access Node decoder and encoder
cards
f. Hardware Service Cost Estimate: IBM 8300 (Document # IBM8300)
B.3.2 VIDEO ACCESS NODE SUPPLIERS
IBM will provide information identifying IBM's sources for parts, components,
and supplies used by IBM to manufacture the Video Access Node procured within
IBM or from third parties.
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ATTACHMENT C - LICENSED DOCUMENTATION
The following end user documentation will be provided in soft copy form as
bookmaster files and in hard copy form.
8300 Video Access Node Model 300 Planning Guide GA27-4175-00
8300 Video Access Node Customer Setup and User's Guide GA27-4174-00
8300 Video Access Node Maintenance Information GY27-0358-00
8300 Video Access Node Programming Reference and Guide SC30-3881-01
Video Distribution Module User's Guide GA27-4173-00
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ATTACHMENT D - CODE, TECHNOLOGY, AND TOOLS SPECIFICALLY NOT LICENSED
D.1 UNLICENSED CODE PERTAINING TO THE VIDEO ACCESS NODE
o Source code for object-code-only modules listed in Attachment A Section A.2.1
o Software from the IBM Artic Developer's Program for the Artic960 adapter from
IBM Boca Raton. This includes system software on the host processor,
Arctic960 Run-Time environment, as well as the kernel modules for the i960 on
the Artic adapter.
o All "parts" for adapter manufacture including any required binaries for any
chip sets (for example, picocode loads for the IBM MPEG-2 encoder chips are
included in the purchase of the chips, C-Cube Microsystems picocode for
CL-9100 and XX-0000, Xxxxxxx Semiconductor picocode for CS4920A, etc.)
o Development toolkit including compiler and runtime environment including an
operating system VRTx kernel, for the decoder adapter, from Microtec
Research.
o OS/2 Warp 4.0 (including the required interpreter, OS/2 Procedures Language
(REXX) interpreter and software services)
o TCP/IP (shipped with OS/2 Warp 4.0, replaced by the AVS code)
o Visual Age C++ for OS/2 (for run-time DLLs)
o Bookmanager reader for OS/2
o TCP/IP applications and client/server suite for OS/2 (ie telnet, NFS,
servers/daemons, etc)
o Netfinity for OS/2
o IBM WebExplorer Web Server
D.2 UNLICENSED CODE PERTAINING TO THE VIDEO DISTRIBUTION MODULE
o IBM OS/Open operating system and development tools for the Power PC 403. The
Video Distribution Module operational microcode image contains the OS/Open
embedded kernel and libraries. A license for development and/or distribution
of OS/ Open may be obtained from IBM Microelectronics.
o The High C/C++ compiler/linker for PowerPC. A license for these tools, used
to build the Video Distribution Module operational and boot images, may be
obtained from MetaWare.
o BSO/Tasking compiler and debugger for development and testing of the LSI
Logic ATMizer on-chip microcode. A license for the compiler and debugger may
be obtained from BSO/Tasking.
D.3 UNLICENSED TOOLS
D.3.1 UNLICENSED SOFTWARE TOOLS AND ASSOCIATED DEVICES
-----------------------------------------------------------------------------------------------
Vendor Software Version Cables Devices
Needed?
-----------------------------------------------------------------------------------------------
Cadence Concept 8.x No VaN Encoder
Allegro No VaN AIB
No VaN Decoder (Schematics Only)
No VDM Base Card
No VDM Base Card (1 device)
No VDM Port Card
-----------------------------------------------------------------------------------------------
PADS No VaN Decoder Physical Design
-----------------------------------------------------------------------------------------------
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-----------------------------------------------------------------------------------------------
Altera Max+Plus II Yes VaN Encoder (3 devices)
No VDM Base Card (1 device)
-----------------------------------------------------------------------------------------------
AMD MACH XL 3 Yes VaN Encoder (1 devices)
-----------------------------------------------------------------------------------------------
AMD Palasm x No VaN AIB (1 device)
No VDM Base Card (2 devices)
No VDM Port Card (6 devices)
-----------------------------------------------------------------------------------------------
XILINX XACT 5.1 Yes VDM Base Card (2 devices)
No VDM Port Card (1 device)
-----------------------------------------------------------------------------------------------
Synopsys Design Compiler No VDM Base Card (1 device)
FPGA Compiler No VDM Port Card (1 device)
Logic Modeling No
-----------------------------------------------------------------------------------------------
MTI VSIM Simulator 4.4 No VDM Base Card (1 device)
No VDM Port Card (1 device)
-----------------------------------------------------------------------------------------------
Lattice isp Synario Yes VaN Decoder (5 devices)
-----------------------------------------------------------------------------------------------
Motorola BDM Yes VaN Decoder (1 device)
-----------------------------------------------------------------------------------------------
D.3.1 UNLICENSED HARDWARE TOOLS
Vendor Tool Comments
------ ---- --------
XILINX Serial PROM Burner XILINX PROMs
IBM Microelectronics PowerPC 000 XxxxXxxxx
Xxxxxxxx, XXX XX
IBM NHD MMF ATM switch bypass Prototypes (5x) based on
interface to VDM Base Applied Telecom Inc.,
Card ATM OC-3 NIC with Utopia
interface plus
breadboard ckts.
Data X/X Xxxxxxx 00X00, 00X00, Xxxxxx
X.0 UNLICENSED TECHNOLOGY
D4.1 UNLICENSED TECHNOLOGY PERTAINING TO THE VIDEO ACCESS NODE PLATFORM
o IBM PC Server 325 platform (planar, processor card, hard drive, etc.) and
BIOS
o Adaptec SCSI BIOS
o IBM ATM adapters
o IBM PC Server 325 Diagnostics
o All parts required for platform manufacture
D4.2 UNLICENSED TECHNOLOGY PERTAINING TO THE VIDEO ACCESS NODE ENCODER
o ASPI, Inc. microcode for A1023 MPEG-1 Audio Encoder Module (Rev. 9 or higher)
o IBM Artic960 kernel for Intel i960 processor
o IBM MPEG Encoder chipset and core loads
o IBM Artic960 coprocessor adapter and Vero DMA controller module (on Video
Access Node AIB)
o All parts required for Encoder Adapter and AIB Adapter manufacture
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D4.3 UNLICENSED TECHNOLOGY PERTAINING TO THE VIDEO ACCESS NODE DECODER
o Tools for Motorola 68340 processor
o All parts required for Decoder Adapter manufacture
D4.4 UNLICENSED TECHNOLOGY PERTAINING TO THE VIDEO DISTRIBUTION MODULE BASE AND
PORT CARDS
o All parts required for Video Distribution Module Base and Port Card
manufacture
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ATTACHMENT E - ASSETS AVAILABLE FOR PURCHASE
E.1 DEVELOPMENT ASSETS
----------------------------------------------------------------------------------
Item Long Description Manuf / Model Qty
----------------------------------------------------------------------------------
MONITOR - Professional Studio Monitor (NTSC/PAL) Sony PVM-2950Q 4
29" Inputs: Composite / S-Video / Stereo with Speakers
Audio with loopthru, auto-termination, 3/95
VTR input
----------------------------------------------------------------------------------
MONITOR - Professional Studio Monitor (NTSC only) Sony PVM-2030 8
20" Inputs: Composite / S-Video / Stereo with Speakers
Audio with loopthru, auto-termination, 3/95
VTR input
----------------------------------------------------------------------------------
MONITOR - Broadcast quality monitor (NTSC/PAL) Sony PVM-1354Q 1
19" Inputs: Composite, S-Video, mono monaural speaker
audio, S/N 2008489, 3/95
RGB/component, Ext Sync, underscan
----------------------------------------------------------------------------------
LASERDISK Industrial LD (CLV) with front-panel Sony LDP-2000 2
controls and RS-232 interface, hour
meter, NTSC
----------------------------------------------------------------------------------
LASERDISK Industrial LD (CLV) with front-panel Sony LDP-1500 1
controls and RS-232 interface, NTSC
only
----------------------------------------------------------------------------------
LASERDISK Prosumer CD/CDV/LD (CLV/CAV) NTSC Sony MDP-650 1
2x Composite / S-Video / stereo audio, 5/97
dig out
----------------------------------------------------------------------------------
LASERDISK Video Essentials, Speed, Jurassic Park, Clean Slate, Raising 9
CONTENT Arizona,
Circle of Friends, Leap of Faith, Mighty Ducks, Bon Jovi
----------------------------------------------------------------------------------
CAMERA - Consumer, NTSC, color viewfinder Sony TR-700 8/95 2
HI-8 stereo audio, soft case Sony TR-600 8/95
----------------------------------------------------------------------------------
CAMERA - Desktop conferencing w. microphone Videolabs Flexcam 1
PAL PAL format, 220V adapter S/N P110468, 5/97
----------------------------------------------------------------------------------
VCR Professional, Portable (NTSC) Panasonic AG-5700 1
S-VHS Composite / S-Video / Stereo Audio S/N J3TB00707
----------------------------------------------------------------------------------
VCR Prosumer, multiformat (NTSC/PAL/SECAM) Xxxxxxxxx XX-X0 1
VHS 2x Composite / Stereo Audio S/N 16TC00135
----------------------------------------------------------------------------------
VTR Professional, BetacamSP, NTSC, Sony UV-1400A, 3/95 1
BETACAMSP RGB/Comp, Composite / S-video / BT.768608B SN.10001
Stereo Audio (Balanced)
----------------------------------------------------------------------------------
MONITOR - Consumer (black), NTSC only Mitsubishi CS-35303 1
35" RF / Composite / S-Video / stereo audio S/N 431478, 3/95
----------------------------------------------------------------------------------
MONITOR - Consumer, NTSC only JVC (white), 3
13" RF / Composite / mono audio Hitachi, Magnavox
----------------------------------------------------------------------------------
NTSC TEST Baseband video test pattern generator, Xxxxxxxxx XXX-000X 0
XXXXXXX XXX black burst Tektronix 1910 1
----------------------------------------------------------------------------------
PAL TEST Baseband video test pattern generator, Tektronix 1411 1
PATTERN GEN black burst
----------------------------------------------------------------------------------
WAVEFORM/ NTSC/PAL combination waveform monitor, Tektronix 1765 1
VECTORSCOPE vectorscope, monochrome TV display
----------------------------------------------------------------------------------
WAVEFORM/ NTSC combination waveform monitor and Tektronix 1740 1
VECTORSCOPE vectorscope
----------------------------------------------------------------------------------
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----------------------------------------------------------------------------------
A/V SWITCH Routing Switcher for A/V sources Xxxx 12x2 2
Composite, Stereo Audio (unbalanced Xxxx 8x8 1
RCA)
----------------------------------------------------------------------------------
X/X X/X mixer/switcher: audio mix/fade, Xxxxxx SEG-1000 2
EFFECTS video effects gen / fade (no A/B wipes)
BOARD
----------------------------------------------------------------------------------
S-VIDEO Converts composite to S-Video and Xxxxxx SVC-100 2
CONVERTER performs color correction and filtering
----------------------------------------------------------------------------------
PC SERVER IBM PC Server 325: IBM 8639-RS0 16
325 (8639) 200MHz P6 Pro, 32MB, 2GB, 5 PCI/EISA
----------------------------------------------------------------------------------
ATM HUBS Intelligent Hub - 17 slots, 4 power IBM 8260-A17 1
supplies Workgroup Switch IBM 8285+EXP 2
(12x 25Mb, 1x 155Mb)
----------------------------------------------------------------------------------
VIDEO IBM AIX Media Streamer with RS/6K, 7015-R30 (8w) 1
SERVER Serial SCSI Array (16x 2.2GB) with 7133-010 SSA
----------------------------------------------------------------------------------
AIX SYSTEM IBM RS/6000 for ATM ARP Server 7013-530H, s/n 1
IBM RS/6000 for Lab Print Server 2623548 1
IBM RS/6000 for Cadence Allegro design 7012-320H, s/n
2638757
7012-350, s/n 2648305
----------------------------------------------------------------------------------
PPC 403 PowerPC 403 processor debugger which IBM RiscWatch 2
DEBUGGER attaches to an IBM RS/6000 system
----------------------------------------------------------------------------------
AUDIO A/D Digital Audio Converter (AES/EBU, Spectral ADDA 2218 1
analog)
----------------------------------------------------------------------------------
CATV Cable TV (RF/Composite) Signal HP 8591C 1
ANALYZER Spectrum Analyzer (never opened)
----------------------------------------------------------------------------------
E.2 MANUFACTURING ASSETS
Manufacturing Assets Book Value
-------------------- ----------
In Circuit Testers
Encoder (1) [*]
AIB (1) [*]
Decoder (1) [*]
Injection Molding Equipment (1) [*]
Manufacturing Test Stations (3) [*]
[*]--CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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ATTACHMENT F - MANUFACTURING TRANSITION ASSISTANCE
F.1 DOCUMENTATION
During the Transition Period set forth in Section 5.1 of the Agreement IBM will
provide FVC with copies of the documents listed in Attachment B.3.1.
F.2 TRAINING AND CONSULTATION
During the Transition Period set forth in Section 5.1 of the Agreement IBM will
provide training and consultation to FVC personnel concerning the manufacturing
process related to the IBM 8300. IBM will also provide reasonable assistance to
FVC on sourcing information described in Attachment B.3.2 by introducing FVC
personnel to the IBM and third party supplier representatives and explaining to
the representatives IBM's desire to enable FVC to assume manufacture of the FVC
version 8300.
