Regarding the Contingent Consideration Clause Samples

Regarding the Contingent Consideration. For purposes of facilitating a fair determination of the Contingent Consideration, Hantro 2007 Net Revenue shall include license, maintenance and support, and services revenue associated with (a) all Hantro Products based on Hantro’s RTL code, and all other H.264, VC1 and similar software licenses and royalty payments and (b) all Hantro Products with which any of the Company’s products are integrated (e.g., if VP6 is integrated with a Hantro Product and the Hantro Product is sold, the entire revenue amount of such sale shall be considered Hantro 2007 Net Revenue). The Company will not make changes to the business, operations or financial reporting procedures of the combined company post-Closing that might reasonably be expected to result in a material adverse effect on Hantro’s ability to attain the Hantro 2007 Net Revenue target set forth in Section 2.2(a), unless any such changes are reasonable requirements of the combined business, the result of compliance with regulatory or applicable accounting requirements or policies or are deemed necessary in connection with the management of any reasonably likely or actual liability, which is material by its nature. In connection with any such change to the operations of the combined company, the Company will notify the Authorized Representative of such proposed change in advance and permit the Authorized Representative a period of not more than 12 Business Days in which to propose alternatives and to discuss the matter with the Company. Both the Company and the Authorized Representative agree to act in good faith in connection with any such changes. Notwithstanding the foregoing, the Company will make good faith efforts to incorporate VP6 and possibly VP7 into Hantro’s 8000 series product. Any inter-company transactions between the Company and Hantro or any Hantro Subsidiary shall be recorded on commercial terms at an arm’s-length basis.