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EXHIBIT 10.31
NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT
CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
Joint Collaboration and License Agreement
This Agreement (this "Agreement") is made this 20th day of September
2001 by and between Princeton Video Image, Inc. ("PVI") and Cablevision Systems
Corporation ("Cablevision") (PVI and Cablevision, collectively, "we" or "us").
We agree to collaborate to develop technology, including the computer
hardware, software and documentation, television set-top box interfaces,
equipment and related technology, to create virtual, in-content, interactive and
targeted advertising and enhancement products for downstream real-time insertion
of images into video at multiple distribution locations including, without
limitation, via a cable head-end, a satellite uplink facility, a neighborhood
distribution site, at individual homes, or individual receivers within a home
(such collaboration hereinafter referred to as the "Project(s)"). The Project's
primary goal will be to create such virtual, in-content, interactive and
targeted advertising and enhancement products specifically for use with
television distribution (the "Primary Goal").
We further agree to collaborate to develop additional products and
applications relating to or flowing from the Project including, without
limitation, (i) instant replay and virtual camera angle applications similar to
the application and function of EyeVision, (ii) enhancements to provide viewer
control of actual or virtual camera angles, (iii) improvements to delivery of
multiple camera angles to set top boxes, and (iv) other products and
applications as may be mutually agreed upon (such additional collaboration
hereinafter referred to as the "Additional Project(s)"). With regard to PVI's
existing relationship with Revolution Co., LLC, PVI shall use its reasonable
efforts to obtain all necessary rights and permissions from Revolution Co., LLC
[CONFIDENTIAL TREATMENT REQUESTED] in support of and for use in connection with
the Additional Projects.
We agree that the following terms shall govern our collaboration:
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Definitions Capitalized terms herein not otherwise defined shall
have the meanings described under the L-VIS System
License Agreement dated February 4, 2001 between the
parties (the "L-VIS Agreement").
"Content Provider" shall mean an entity owning or
controlling video programming content.
"Network" shall mean a broadcast channel for the
dissemination of video programming content through a
television system, cable system, satellite system or
other such similar broadcasting system.
"Net Revenues" means Revenues received, net of any
payments Cablevision or its Licensed Affiliate makes
to non-Affiliate Networks or Content Providers to
obtain rights to insert Electronic Images in order to
obtain Revenue, provided that only Revenues obtained
for actual insertion of Electronic Images shall be
included, and that any other ancillary revenues,
including, without limitation, revenues related to
"e-Commerce" or "T-Commerce" transactions, shall be
excluded.
"System Operator" shall mean an entity providing a
system for distributing Networks to end users, such
as the Cablevision cable distribution system.
Collaboration We will agree upon the specifics of our
collaboration, such as the stated goals, activities,
time lines, testing and benchmarks where we will each
commit to devote resources and personnel reasonably
available to us in a manner to be determined to
accomplish the goals of the collaboration. We will
negotiate and agree upon our respective commitment of
assets and resources to the collaboration.
Cross-Licenses Each of us hereby grants to the other non-exclusive
licenses of intellectual property we own or control
to the extent necessary and appropriate to the
advancement and commercialization of the Project and
Additional Projects.
License to PVI Cablevision hereby grants to PVI the exclusive
perpetual
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worldwide [CONFIDENTIAL TREATMENT REQUESTED] right to
use, sublicense or otherwise commercialize, for all
purposes, any technology and intellectual property
rights jointly developed under or as part of the
Project and Additional Projects, which Cablevision
jointly owns and controls with PVI, subject to
retained rights.
Cablevision hereby further grants to PVI a
non-exclusive perpetual worldwide [CONFIDENTIAL
TREATMENT REQUESTED] right to use, sublicense or
otherwise commercialize any technology and
intellectual property which Cablevision solely owns
or controls, to the extent necessary to allow PVI to
exploit the Projects and Additional Projects
developed in collaboration with Cablevision.
License to PVI hereby grants to Cablevision and each of its
Cablevision Licensed Affiliates the non-exclusive perpetual
worldwide right to make, have made, use, and have
supplied products and services that use, any
technology, intellectual property and products
developed in collaboration with Cablevision under or
as part of the Project and Additional Projects, which
PVI owns or controls solely or jointly with
Cablevision, or which PVI is otherwise entitled to
license or sublicense, upon terms described below.
Unless otherwise specifically agreed, licenses to
technology and intellectual property developed under
or as part of, and products emanating from, the
Project or Additional Projects, and not directly
relating to the Primary Goal, [CONFIDENTIAL TREATMENT
REQUESTED].
Unless agreed to by PVI in advance, in writing, or
otherwise permitted in accordance with the other
terms of this Agreement, Cablevision and its Licensed
Affiliates shall not: (i) sublicense, lease, sell,
assign, rent or otherwise transfer to others,
otherwise dispose of, rights granted hereunder to use
technology licensed by PVI; or (ii) transfer, assign,
relicense or otherwise dispose of such license rights
under this Agreement.
Technology and intellectual property developed under
or as part of, and products emanating from, the
Project or Additional Projects, relating to the
Primary Goal, are hereby licensed upon the following
terms:
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With respect to Cablevision's and its Licensed
Affiliates' rights as a System Operator where
Cablevision or its Licensed Affiliate performs
downstream insertion of Electronic Images into
programming content owned or controlled by any
rightsholders (whether or not Affiliates of
Cablevision) the following terms shall apply:
(1) Cablevision and its Licensed Affiliates
shall pay PVI the royalty or revenue sharing
rate set forth below multiplied by the
amount of Net Revenues.
(2) Cablevision and its Licensed Affiliates will
have an initial 6-month grace period to use
licensed technology for promotion of
Cablevision and/or its Licensed Affiliates,
before royalty obligations commence. The
initial 6-month grace period shall commence,
with respect to each product, from the time
such product is first used by Cablevision or
a Licensed Affiliate.
(3) Subsequently, Cablevision shall have a
perpetual [CONFIDENTIAL TREATMENT REQUESTED]
right to use up to 25% of Electronic Image
avails (rounded up to the nearest whole
avail) for the benefit of Cablevision and/or
its Licensed Affiliates.
(4) PVI may not charge (and agrees to waive, if
it charges generally) [CONFIDENTIAL
TREATMENT REQUESTED], to any Network or
Content Provider for the delivery of enabled
programming content to Cablevision or its
Licensed Affiliates for downstream insertion
of Electronic Images.
(5) At the request of Cablevision or any of its
Licensed Affiliates, PVI shall convey a
[CONFIDENTIAL TREATMENT REQUESTED] perpetual
non-exclusive license to any Network or
Content Provider solely for the delivery of
enabled programming content to Cablevision
or its Licensed Affiliates for downstream
insertion of Electronic Images.
(6) [CONFIDENTIAL TREATMENT REQUESTED].
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With respect to Cablevision's and its Licensed
Affiliates' rights as a Content Provider or Network,
where Cablevision or its Licensed Affiliate enables
programming content for downstream insertion of
Electronic Images by a System Operator (whether or
not an Affiliate of Cablevision):
(1) PVI will provide all necessary equipment
requested by Cablevision or any of the
Licensed Affiliates at [CONFIDENTIAL
TREATMENT REQUESTED].
(2) PVI will provide any requested services to
enable programming content [CONFIDENTIAL
TREATMENT REQUESTED].
(3) PVI shall not charge any System Operator a
higher royalty or other fee for Electronic
Image insertion based on the fact that
Cablevision or its Licensed Affiliate is the
Content Provider or Network being
distributed over such System Operator's
system than it charges for such insertion
with respect to any other Content Provider
or Network distributed over such system.
[CONFIDENTIAL TREATMENT REQUESTED].
Royalty rate The royalty or revenue sharing rate shall be
[CONFIDENTIAL TREATMENT REQUESTED]
Revenue from insertion of Electronic Images by
Cablevision or its Licensed Affiliates under the
L-VIS Agreement and under the joint collaboration and
licensing agreement contemplated hereby shall count
towards the amount of cumulative Revenues above, as
well as under the L-VIS Agreement.
Any license fees prepaid under Section 3.1 of the
L-VIS System License Agreement shall be creditable
against equipment costs, services costs, royalties,
and other monetary obligations incurred as set forth
herein.
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Limitation of For the purposes hereof, the definition of Licensed
Licensed Affiliate shall not include any entity, in its role
System Operator as System Operator, that Cablevision acquires, if,
Affiliates after giving effect to such acquisition and together
with all prior acquisitions of such entities after
the date of the definitive agreement, such
acquisition adds a net total of more than 10 million
acquired subscribers (after discounting for any
subscribers sold).
Inventions Each party (including the Licensed Affiliates) will
own intellectual property developed by its own
employees. Intellectual property developed jointly
will be owned jointly. Cablevision and PVI will
coordinate patent prosecution and maintenance of
joint inventions with the related technology owned
independently. All inventions and joint inventions
are cross-licensed as provided above.
We agree that the collaboration, licenses and all other terms and conditions
governing our relationship and the Project will be embodied in one or more
additional mutually acceptable definitive agreements or other documents with
other reasonable and customary terms and conditions similar to those contained
in the L-VIS Agreement, to the extent we agree that terms and conditions of the
L-VIS Agreement would be applicable. We agree to negotiate in good faith and
with reasonable diligence to implement such agreements and documents as may be
reasonably appropriate from time to time. Nevertheless, this Agreement
constitutes our binding agreement with respect to its subject matter and may be
enforced by either of us unless and until we sign another agreement that, by its
express terms, supercedes or supplements this Agreement. The licenses and
commitments described in this Agreement shall be enforceable whether or not any
additional agreements are executed by us.
ACCEPTED AND AGREED TO AS OF THE 20th DAY OF SEPTEMBER, 2001.
PRINCETON VIDEO IMAGE, INC. CABLEVISION SYSTEMS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx
Title: President & CEO Title: Executive Vice President - Finance
