PATENT LICENSE AGREEMENT
This Agreement is made this 13th day of January 2000 by and between:
PERSONALIZED MEDIA COMMUNICATIONS, L.L.C., a limited liability company
organized and existing under the laws of the State of Delaware, United States of
America and having a principal place of business at 000 Xxxx 00xx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000-0000 (hereinafter "PMC" or "LICENSOR"), and
PMC SATELLITE DEVELOPMENT, L.L.C., a limited liability company
organized and existing under the laws of the State of Delaware, United States of
America, having a principal place of business at 000 Xxxx 00xx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000-0000 (hereinafter "PSD" or "LICENSEE");
RECITALS
PMC is the sole assignee of certain issued patents and patent
applications pending in the United States and foreign countries relating to,
among other things, personalized interactive broadcast media. The currently
issued United States patents and any patents issuing from any pending United
States and foreign patent applications assigned to PMC are further defined and
identified below and are referred to herein as the SUBJECT PATENTS.
LICENSEE desires to acquire an exclusive license under the SUBJECT
PATENTS, including any patents issuing after the date of this Agreement, for the
FIELD OF USE, including the complete right to sublicense such patents, subject
to certain conditions in prior licenses as recited below.
PMC has the right to grant the exclusive license described herein to
LICENSEE under the SUBJECT PATENTS, including any patent issuing after the date
of this Agreement, within the FIELD OF USE, and is willing to do so on the terms
and conditions recited in this Agreement.
NOW, THEREFORE, PMC and LICENSEE agree as follows.
In addition to the terms appearing in bold type above, other terms
appearing in bold type are defined in Article 8 of this Agreement.
ARTICLE 1. LICENSE GRANT
1.01 LICENSOR hereby grants to LICENSEE, during the term of this
Agreement, an exclusive license to use the inventions disclosed and claimed in
the SUBJECT PATENTS within the FIELD OF USE including the right to grant
sublicenses on the conditions specified herein. The license granted herein is
subject to rights granted in the prior field-of-use licenses issued to (1) The
Weather Channel, Inc. for the delivery of weather information under the Patent
License Agreement for Landmark Communications, Inc. and The Weather Channel,
Inc. dated January 31, 1996 and (2) to StarSight Telecast Inc. ("STARSIGHT") for
the delivery of schedule information under the Patent License Agreement for
StarSight Telecast Inc. dated March 2, 1994 ("STARSIGHT LICENSE"), only if such
StarSight license exists.
Notwithstanding the foregoing, in the event that PMC or an AFFILIATE(s)
(i) assigns any of the SUBJECT PATENTS to any person or entity, (ii) accepts an
equity investment of $1 million or more from any person or entity (other than
its existing interest holders or LICENSEE or its AFFILIATES) , (iii) engages in
any transaction resulting in a change of control of PMC, (iv) licenses or
sublicenses inventions disclosed in the SUBJECT PATENTS to STARSIGHT or any
entity AFFILIATED with STARSIGHT (STARSIGHT and its AFFILIATES collectively
being referred to as "STARSIGHT AFFILIATES") for a field of use other than that
described in the STARSIGHT LICENSE or (v) settles its outstanding disputes with
STARSIGHT, then PMC will, or will cause its AFFILIATE(s) to, obligate in writing
any party to the foregoing transactions to: (i) if the party is a STARSIGHT
AFFILIATE, not xxx LICENSEE and its SUBLICENSEES and their AFFILIATES for
infringement of the SUBJECT PATENTS within the field of use licensed to
STARSIGHT under the STARSIGHT LICENSE, if such license exists; (ii) if the party
is not a STARSIGHT AFFILIATE, agree to cause STARSIGHT not to xxx LICENSEE and
its SUBLICENSEES and their AFFILIATES for infringement of the SUBJECT PATENTS
within the field of use licensed to STARSIGHT under the STARSIGHT LICENSE, if
such license exists, in the event that such party becomes a STARSIGHT AFFILIATE
or engages in an intellectual property licensing transaction with a STARSIGHT
AFFILIATE.
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1.02 In furtherance of the license granted herein, PMC agrees to
furnish all information upon request from LICENSEE or any SUBLICENSEE hereunder
concerning the issued patents identified in Schedule A attached hereto and any
subsequent patent which issues from the pending patent applications identified
in Schedule B attached hereto; as well as all manufacturing and technical
information requested by LICENSEE on behalf of any SUBLICENSEE or directly by
any SUBLICENSEE, if appropriate, concerning or pertaining to the use of the
inventions disclosed and/or claimed in those patents and pending patent
applications within the FIELD OF USE, which manufacturing and technical
information is in LICENSOR's possession at the time of such request.
1.03 No provision in this Agreement shall be deemed to prevent LICENSOR
and LICENSEE or any SUBLICENSEE from entering into other agreements involving
the SUBJECT PATENTS for activities or products other than those expressly set
forth in the FIELD OF USE as defined in this Agreement.
1.04 PMC agrees and covenants not to xxx LICENSEE, and LICENSEE (as
agent for PMC) shall have the right to grant covenants not to xxx any
SUBLICENSEE and its AFFILIATES and the CONSUMERS who subscribe to any of
SUBLICENSEE's and its AFFILIATES' services, for any of the following: (i) the
COMMUNICATION of any infringing PROGRAMMING SERVICES within the FIELD OF USE and
the use by CONSUMERS who subscribe to any such SUBLICENSEE's and its AFFILIATEs'
services of such PROGRAMMING SERVICES, (ii) the combination by a RECEIVER at a
CONSUMER's location of PROGRAMMING SERVICES delivered by any means outside the
FIELD OF USE with PROGRAMMING SERVICES delivered within the FIELD OF USE, but
only if such combination is made independent of any service provided by any
LICENSEE or SUBLICENSEE or its AFFILIATES other than PROGRAMMING SERVICES within
the FIELD OF USE, or (iii) any sale or provision of infringing RECEIVERS by any
such SUBLICENSEE or its AFFILIATES, or their agents or dealers, or use of such
infringing RECEIVERS, when such RECEIVERS are principally intended for receipt
of PROGRAMMING SERVICES delivered by any such SUBLICENSEE or its AFFILIATES to
such RECEIVERS within the FIELD OF USE. Such covenants not to xxx shall be
construed as though any SUBLICENSEE is the LICENSEE, and LICENSOR agrees to be
bound by such specified covenants granted by any such SUBLICENSEE hereunder.
This provision shall in no way be construed as an implied license for the
creators, programmers or distributors of infringing PROGRAMMING SERVICES,
CONSUMERS who combine licensed PROGRAMMING SERVICES with infringing signals or
program content, or the manufacturers of infringing RECEIVERS to make or sell
any invention disclosed and claimed in the SUBJECT PATENTS.
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ARTICLE 2. LICENSE CONSIDERATION
2.01 In consideration of the license granted hereunder, LICENSEE agrees
to pay to LICENSOR (a) Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000)
twelve months after the EFFECTIVE DATE, (b) Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx
Dollars ($100,000) twenty-four months after the EFFECTIVE DATE and (c) Xxx
Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000) thirty-six months after the
EFFECTIVE DATE.
2.02 If LICENSEE sublicenses Pegasus Communications Corporation ("PCC")
or any of its AFFILIATES ("PCC SUBLICENSE AGREEMENT"), the PCC SUBLICENSE
AGREEMENT will provide for LICENSOR's right to designate one person to serve on
PCC's Board of Directors ("DIRECTOR DESIGNATION RIGHT"). The DIRECTOR
DESIGNATION RIGHT shall terminate upon the first to occur of the following: (i)
termination of this Agreement or the PCC SUBLICENSE AGREEMENT (for reasons other
than PCC's or its AFFILIATE's acquisition of control of LICENSEE); (ii) the
commencement of litigation by one of the parties to this Agreement or the PCC
SUBLICENSE AGREEMENT against any other party to this Agreement or the PCC
SUBLICENSE AGREEMENT relating to the respective party's rights and/or
obligations under this Agreement or the PCC SUBLICENSE AGREEMENT, as the case
may be; (iii) LICENSOR's designee commits a breach of fiduciary duty to PCC;
(iv) LICENSOR or LICENSOR's designee or AFFILIATES commits a material violation
of any federal or state securities law in connection with the purchase or sale
of any of PCC's securities; and (iv) PMC disposes of 50 percent or more of its
holdings of PCC Class A Common Stock, measured on a fully diluted basis taking
into consideration all of PCC Class A Common Stock and warrants to purchase PCC
Class A Common Stock owned by PMC as of the EFFECTIVE DATE.
ARTICLE 3. ENFORCEMENT
3.01 LICENSEE shall have the right to grant to any SUBLICENSEE the
right to enforce the SUBJECT PATENTS in its own name against any person
operating in the FIELD OF USE. Any enforcement action brought under this
provision shall be conducted in consultation with PMC and at any such
SUBLICENSEE's sole expense. PMC shall use reasonable best efforts to cooperate
to the extent feasible with any such SUBLICENSEE in any such enforcement action.
PMC shall upon request of such SUBLICENSEE execute all documents and take all
other actions, including joining as a party, to the extent reasonably necessary
to enforce any SUBJECT PATENT under this provision. PMC will be reimbursed by
such SUBLICENSEE for the reasonable time of its employees and its reasonable
expenses which result from such cooperation, including any litigation costs
resulting from becoming a party to any action (except for litigation costs
relating to PMC's claims for infringements outside the FIELD OF USE that may be
pursued in conjunction with SUBLICENSEE's claims relating to infringements
within the FIELD OF USE). If any such SUBLICENSEE enforces the SUBJECT PATENTS
in the FIELD OF USE, that SUBLICENSEE shall receive all proceeds and other
benefits from such enforcement action to the extent that the revenue and other
benefits from such enforcement proceeding relates to infringement in the FIELD
OF USE (even if PMC cooperates in such enforcement, by joining as a party or
otherwise). [omitted and filed separately with the Commission]
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3.02 If any SUBLICENSEE is obligated to make any payment or
compensation to LICENSEE or PMC of any kind, LICENSEE shall require such
SUBLICENSEE to keep and make available to PMC on reasonable notice sufficient
records to allow PMC to determine that such payment or compensation is proper
and complete. During the term of this Agreement and for two years following the
termination or expiration of this Agreement, LICENSEE shall require any
SUBLICENSEE hereunder to permit its records to be inspected to determine the
correctness of the computation of any compensation made hereunder. Such
inspections shall be during reasonable business hours and on reasonable notice
to SUBLICENSEE, and shall be conducted by an auditor designated by PMC and
acceptable to the appropriate SUBLICENSEE. The acceptance by any SUBLICENSEE of
such auditor designated by PMC shall not be unreasonably withheld. The auditor
shall report to PMC the amount of any compensation and the basis upon which it
was determined. If the compensation payable in any payment period is found to
have been understated by ten percent (10%) or more, SUBLICENSEE shall reimburse
PMC for its costs and expenses incurred in having the inspection conducted.
ARTICLE 4. WARRANTIES AND LIABILITY
4.01 LICENSOR represents and warrants that it is the owner of the
entire right, title and interest in and to the SUBJECT PATENTS and the
inventions disclosed and/or claimed therein, and that it has the right to grant
the license granted to LICENSEE pursuant to this Agreement.
4.02 Nothing in this Agreement shall be construed as:
(a) a warranty or representation by LICENSOR as to the validity or
scope of any of the SUBJECT PATENTS;
(b) a warranty or representation by LICENSOR that any manufacture, use,
lease, or sale of any product does not or will not infringe patents, copyrights,
industrial design rights or other proprietary rights owned or controlled by
third parties. LICENSOR shall not be liable to LICENSEE directly or as an
indemnitor of (i) LICENSEE, (ii) SUBLICENSEES or (iii) customers of SUBLICENSEES
as a consequence of any alleged infringement of any such third party patents,
copyrights, industrial design rights or other proprietary rights;
(c) a requirement that LICENSOR shall file any patent applications,
secure any patent, or maintain any patent in force. Notwithstanding the
foregoing, LICENSOR shall use its reasonable best efforts to prosecute the
pending patent applications set out in Schedule B hereto. However, LICENSOR
shall have the sole discretion to abandon any application set out in Schedule B
as is, in its opinion, unnecessary to claim fully the inventions disclosed in
such applications;
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(d) an obligation to bring or prosecute actions or suits against third
parties for infringement of any patent, except as otherwise set forth in Section
3.01; or
(e) granting by implication, estoppel or otherwise, any license or
rights under patents other than the SUBJECT PATENTS.
4.03 In no event shall LICENSOR have any liability, in contract, tort
or otherwise, arising out of or in any way connected with this Agreement to pay
or return to LICENSEE royalties paid or accrued hereunder by LICENSEE and/or any
SUBLICENSEE.
ARTICLE 5. TERM AND TERMINATION
5.01 Unless terminated earlier under Section 5.02 herein, the license
granted to LICENSEE under this Agreement shall extend from the EFFECTIVE DATE to
the date of expiration of the last to expire of the SUBJECT PATENTS.
5.02 Any provision herein notwithstanding, LICENSEE, with the consent
of SUBLICENSEE (if any), may terminate this Agreement at any time by giving PMC
at least thirty (30) days prior written notice. Upon such termination, all
rights of LICENSEE and LICENSOR under this Agreement cease to have force and
effect.
5.03 Notwithstanding Section 5.02, termination of this Agreement for
any reason shall not release either party hereto from any liability which at the
time of such termination has already accrued to the other party. In the event
this Agreement is terminated for any reason, any sublicense granted by LICENSEE
hereunder shall survive with PMC as licensor and any rights of LICENSEE as
licensor of any such sublicense shall accrue to PMC.
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ARTICLE 6. NOTICES
Notices, reports and communications hereunder shall be deemed to have
been sufficiently given if in writing and sent by overnight delivery service or
registered mail, postage prepaid to the other party at the address given below.
Until further notice, all notices shall be addressed as follows:
If from LICENSOR to LICENSEE:
Xxxxxxx X. XxXxxxxxxx
Senior Vice President
PMC Satellite Development L.L.C.
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
If from LICENSEE to LICENSOR
Xxxxxxx X. XxXxxxxxxx
Senior Vice President
Personalized Media Communications, L.L.C.
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
Copies of notices should also be sent to Xxx Xxxxx at Pegasus Development
Corporation, 000 Xxxx Xxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxxxxxxx 00000. Each party
may change such address by written notice to the other party.
ARTICLE 7. MISCELLANEOUS PROVISIONS
7.01 Sublicenses; Assignment; Changes of Control. (a)(i) LICENSEE may,
at its sole expense, grant sublicenses under the SUBJECT PATENTS within the
FIELD OF USE. (ii) LICENSEE may assign this Agreement in whole or in part, by a
transfer of control of LICENSEE or otherwise, with the prior written consent of
LICENSOR and SUBLICENSEE, provided that assignee expressly assumes all
obligations of LICENSEE under the Agreement by a writing delivered to PMC. PMC
may assign this Agreement, in whole or in part, by transfer of control of PMC or
otherwise, with the prior written consent of LICENSEE and SUBLICENSEE, provided
that assignee expressly assumes all the obligations of PMC under this Agreement
by a writing delivered to LICENSEE. (iii) In the event of any sublicenses,
assignments and changes of control set forth in Exhibit 7.01 attached hereto,
LICENSEE shall be obligated to pay the additional consideration and satisfy the
other obligations, all as set forth in Exhibit 7.01. LICENSEE agrees to impose
on any SUBLICENSEE the obligations of LICENSEE required under this Section 7.01.
(b) LICENSEE agrees that the right of PMC to receive the consideration as set
forth in Exhibit 7.01 and to exercise the designation rights therein may be
assigned separately by PMC to any of its AFFILIATES without the necessity of PMC
assigning the entire Agreement, provided that such rights are still governed by
the terms and conditions of this Agreement.
7.02 Marking. LICENSEE shall require any SUBLICENSEE hereunder to
clearly and indelibly xxxx the packaging of any apparatus provided or sold to
CONSUMERS by such SUBLICENSEE which embodies the inventions disclosed and
claimed in the SUBJECT PATENTS with the words "Licensed to Patent" (or
"Patents") and the number of the SUBJECT PATENTS applicable to such apparatus.
LICENSOR shall together with such SUBLICENSEE review the functionality of such
apparatus to determine the SUBJECT PATENTS applicable, if any.
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7.03 Agency. Except as provided in Paragraphs 1.04 and 3.01 above,
LICENSOR and LICENSEE agree and stipulate that neither LICENSEE nor LICENSOR
shall be construed as acting as an agent or representative of the other in any
dealings which either party may have with any other person, firm or corporation
and that neither LICENSEE nor LICENSOR has any power to act for or legally bind
the other in any transaction. This Agreement shall not be construed as any form
of joint venture or partnership between LICENSEE and LICENSOR.
7.04 APPLICABLE LAW. THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS
AND LIABILITIES OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
7.05 Severability. The terms and conditions of this Agreement are
severable. If any condition of this Agreement is found to be illegal or
unenforceable under any rule of law, all other terms shall remain in force.
Further, the term or condition which is held to be illegal or unenforceable
shall remain in effect as far as possible in accordance with the intention of
the parties.
7.06 Costs and Attorneys' Fees. In the event it is necessary for either
party to commence legal proceedings against the other to enforce this Agreement,
or to collect amounts due hereunder, the prevailing party will be entitled to
recover from the losing party its reasonable costs of suit and collection,
including attorneys' fees.
7.07 Entire Agreement. This Agreement constitutes the complete and
exclusive statement of the agreement between LICENSOR and LICENSEE with respect
to the subject matter hereof. There are no understandings, representations or
warranties of any kind, oral or written, express or implied, with respect to the
subject matter indicated above, except as expressly set forth herein. Failure by
either party to enforce any provision of this Agreement shall not be deemed a
waiver of that provision or of any other provision of this Agreement. Any claim
of waiver of any right, obligation, term or condition of this Agreement and any
claim that any provision of this Agreement has been modified or amended shall be
null and void unless such waiver, modification or amendment is made in writing
and signed by authorized representatives of both LICENSEE and LICENSOR, and all
SUBLICENSEES have consented in writing to such waiver, modification and
amendment.
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7.08 Confidentiality. The parties hereto agree that they will keep the
terms of this Agreement confidential, and neither of the parties shall disclose
such terms to any third party without prior written consent of the other party,
except (i) as required by federal and state securities law (as determined by
independent counsel to the party required to make such disclosure), (ii) in
connection with a judicial or administrative proceeding or other filing with an
administrative agency, (iii) to professional advisors who are bound by an
obligation of confidentiality, or (iv) to existing or prospective lenders or
investors who agree in writing not to disclose the terms and conditions of this
Agreement. In addition, LICENSOR or LICENSEE may, in its discretion, disclose
the FIELD OF USE licensed in this Agreement to third parties who agree in
writing not to disclose the terms and conditions of this Agreement. With regard
to a press release related to this Agreement and the relationship between
LICENSOR and LICENSEE, both parties shall discuss and determine the timing and
manner of the announcement and other details thereof after the execution of this
Agreement.
7.09 Third Party Beneficiary. The parties agree that each SUBLICENSEE
is intended to be a third beneficiary of this Agreement and each SUBLICENSEE may
directly enforce its rights as a third party beneficiary.
ARTICLE 8. DEFINITIONS
8.01 "SUBJECT PATENTS" means the United States and foreign patents
assigned to LICENSOR identified in Schedule A attached hereto, any United States
or foreign patent issuing from the applications identified in Schedule B
attached hereto and any United States or foreign patent issuing from any
application that claims filing priority from any of the patents or patent
applications identified on Schedule A or Schedule B.
8.02 "FIELD OF USE" means the field of COMMUNICATION of PROGRAMMING
SERVICES through a SATELLITE COMMUNICATION SYSTEM to a CONSUMER through a
RECEIVER, the CONSUMER's use of such PROGRAMMING SERVICES and the COMMUNICATION
of information resulting from a CONSUMER's use of PROGRAMMING SERVICES by means
of any return path, including satellite and terrestrial modes. The FIELD OF USE
expressly excludes (i) the manufacture of RECEIVERS, including the software
supplied with RECEIVERS, and the sale of such RECEIVERS by manufacturers (but
not the use of RECEIVERS by CONSUMERS or sale of RECEIVERS by LICENSEE or any
sublicensee or its dealers or agents); (ii) the creation or origination of
PROGRAMMING SERVICES and the sale of PROGRAMMING SERVICES by programmers (but
not the use of PROGRAMMING SERVICES by CONSUMERS or sale of PROGRAMMING SERVICES
by LICENSEE or any sublicensee or its dealers or agents); (iii) the
COMMUNICATION of PROGRAMMING SERVICES produced for and targeted specifically for
a professional, occupational, commercial, governmental or educational market,
including continuing professional education; (iv) the COMMUNICATION of
PROGRAMMING SERVICES through a cable or MMDS head-end facility, a broadcasting
facility using a terrestrial propagation path, or a telephone system; (v) the
COMMUNICATION of any signal from the ORBITAL SATELLITES to a CONSUMER at a
RECEIVER, which involves changes to such signal or the insertion or inclusion of
other signals in such signal at any point intermediate between the ORBITAL
SATELLITES and a CONSUMER at a RECEIVER ; (vi) the delivery of computer software
to RECEIVERS for purposes other than specifically to facilitate the use of
PROGRAMMING SERVICES by a CONSUMER; and, (vii) the monitoring of the operations
of any computer, including its output, at the CONSUMER'S location, for the
purpose of developing commercially salable data. Notwithstanding the foregoing,
the FIELD OF USE explicitly includes (i) the use of RECEIVERS by a CONSUMER
within the FIELD OF USE, including the use by such CONSUMER of any capability of
the RECEIVER which allows the CONSUMER to time shift the use of any PROGRAMMING
SERVICES, (ii) the COMMUNICATION from a remote device such as a satellite
receiver antenna to a CONSUMER'S location, such as, for example, through an
apartment rooftop MDU installation, if no change is made in the retransmitted
signal and the signal is merely amplified and/or retransmitted with no other
signal inserted in or included with that retransmitted signal, (iii) the
COMMUNICATION of services specifically designed to promote the use by a CONSUMER
of PROGRAMMING SERVICES received by such CONSUMER from the ORBITAL SATELLITES,
including any program guide which provides a CONSUMER schedule information and
recording capabilities for PROGRAMMING SERVICES, and (iv) the provision of any
service which allows the delivery of pay-per-view movies to a CONSUMER and the
making of a record of a CONSUMER'S selection of pay-per-view movies for purposes
of payment for such selected movies.
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8.03 "COMMUNICATION SYSTEM" means a system for the COMMUNICATION of
PROGRAMMING SERVICES and the return path for the COMMUNICATION of information
resulting from a CONSUMER'S use of such PROGRAMMING SERVICES.
8.04 "SATELLITE COMMUNICATION SYSTEM" means a COMMUNICATION SYSTEM
which uses any part or all of the ORBITAL SATELLITES for the COMMUNICATION of
PROGRAMMING SERVICES from a terrestrial ground station and uses any means of
COMMUNICATION, including satellite and terrestrial modes, for the return of
information resulting from a CONSUMER'S use of such PROGRAMMING SERVICES.
8.05 "PROGRAMMING SERVICES" as used herein means any programming
content, including video, audio, voice services and/or data services delivered
to, or intended to be delivered to, a CONSUMER through a RECEIVER, and all
advertising content which is embedded in such PROGRAMMING SERVICES and which is
directed to CONSUMERS.
8.06 "CONSUMER," as used in this Agreement, means one or more
individuals, including those located in single family households, multiple
dwelling units, hotels and motels, public facilities such as bars or
restaurants, commercial establishments such as offices and showrooms, vehicles,
and airplanes, to the extent such individuals receive, by means of a RECEIVER,
PROGRAMMING SERVICES intended solely for their use. Specifically, CONSUMER
excludes individuals receiving and using information produced for and targeted
specifically for a professional, occupational, commercial, governmental or
educational market.
8.07 "RECEIVER" means the apparatus which is used by a CONSUMER to
receive, access, process and display PROGRAMMING SERVICES, emit PROGRAMMING
SERVICES as sound or transmits any information resulting from a CONSUMER'S use
of such PROGRAMMING SERVICES.
8.08 "COMMUNICATION" means any activity relating to the communication,
delivery, transmission, retransmission, distribution and/or transport of
PROGRAMMING SERVICES, without modification of the programming content of such
services, through a transmission station, such as a satellite uplink, to a
remote location such as a satellite for purposes of further delivery to a
RECEIVER and the return communication, delivery, transmission, distribution
and/or transport of information resulting from a CONSUMER's use of such
PROGRAMMING SERVICES, provided that the term COMMUNICATION specifically excludes
the origination and/or creation of PROGRAMMING SERVICES.
8.09 "ORBITAL SATELLITES" means the earth orbiting satellites in the
geosynchronous orbital locations as specified by International
Telecommunications Union (ITU) identified in the table below and operating at
the specific frequencies and frequency bands for such locations as specified by
ITU identified in the table below or any other location or frequencies for which
the parties authorized by the Federal Communications Commission or their
successors in interest on the EFFECTIVE DATE of this Agreement to operate at the
locations and frequencies identified in the table below (or their successor in
interest) may directly exchange for such identified locations and frequencies or
otherwise acquire.
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Location Frequency Band Specific Frequencies
-------- -------------- --------------------
West Longitude 101(0) Ku All frequencies
West Longitude 110(0) Ku Channels 28, 30, 32
West Longitude 119(0) Ku Channels 22 through 32
West Longitude 99(0) Ka All frequencies
West Longitude 101(0) Ka All frequencies
West Longitude 103(0) Ka All frequencies
West Longitude 125(0) Ka All frequencies
8.10 "AFFILIATE" means any person or entity controlling, controlled by
or under the common control with the person or entity being referenced.
8.11 "AFFILIATED" means that a person or entity is an AFFILIATE of the
person or entity being referenced.
8.12 "SUBLICENSEE" means any sublicensee of LICENSEE or their
sublicensees.
8.13 "EFFECTIVE DATE" means the date of execution of this Agreement by
both parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year written below.
For PMC SATELLITE DEVELOPMENT For PERSONALIZED MEDIA
L.L.C. COMMUNICATIONS, L.L.C.
/s/ Xxxx X. Xxxxxx 1/13/00 /s/ Xxxx X. Xxxxxx 1/13/00
---------------------------- ----------------------------
Signature Date Signature Date
Xxxx X. Xxxxxx Xxxx X. Xxxxxx
Managing Member Managing Member
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SCHEDULE A
PMC PATENTS
XXXXXX PATENTS
United States Patent No. 4,694,490 for "Signal Processing Apparatus and Methods"
United States Patent No. 4,704,725 for "Signal Processing Apparatus and Methods"
United States Patent No. 4,965,825 for "Signal Processing Apparatus and Methods"
United States Patent No. 5,109,414 for "Signal Processing Apparatus and Methods"
United States Patent No. 5,233,654 for "Signal Processing Apparatus and Methods"
United States Patent No. 5,335,277 for "Signal Processing Apparatus and Methods"
United States Patent No. 5,887,243 for "Signal Processing Apparatus and Methods"
European Patent No. 0382764 for "Signal Processing Apparatus and Methods"
Japanese Patent No. 0000000 for "Signal Processing Apparatus and Methods"
Japanese Patent No. 0000000 for "Signal Processing Apparatus and Methods"
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SCHEDULE B
PMC APPLICATIONS
PMC APPLICATIONS
United States Patent Applications for "Signal Processing Apparatus Methods"
Serial Number Filing Date
------------- -----------
08/113,329 30-Aug-93
08/397,636 2-Mar-95
08/435,757 9-May-95
08/435,758 9-May-95
08/437,044 9-May-95
08/437,045 9-May-95
08/437,635 9-May-95
08/437,791 9-May-95
08/437,819 9-May-95
08/437,864 9-May-95
08/437,887 9-May-95
08/437,937 9-May-95
08/438,011 9-May-95
08/438,206 9-May-95
08/438,216 9-May-95
08/438,659 9-May-95
08/439,668 15-May-95
08/439,670 15-May-95
08/440,837 15-May-95
08/441,033 15-May-95
08/441,575 15-May-95
08/441,577 15-May-95
08/441,701 15-May-95
08/441,027 16-May-95
08/441,749 16-May-95
08/441,880 16-May-95
08/441,996 16-May-95
08/442,165 16-May-95
08/442,335 16-May-95
08/442,369 16-May-95
08/442,383 16-May-95
08/442,505 16-May-95
08/442,507 16-May-95
08/444,756 19-May-95
08/444,758 19-May-95
08/444,786 19-May-95
08/444,787 19-May-95
-2-
08/444,788 19-May-95
08/444,887 19-May-95
08/445,045 19-May-95
08/445,054 19-May-95
08/445,290 19-May-95
08/445,294 19-May-95
08/445,296 19-May-95
08/445,328 19-May-95
08/446,124 19-May-95
08/446,553 19-May-95
08/446,579 19-May-95
08/446,429 22-May-95
08/446,431 22-May-95
08/446,432 22-May-95
08/446,494 22-May-95
08/447,380 23-May-95
08/447,415 23-May-95
08/447,446 23-May-95
08/447,447 23-May-95
08/447,496 23-May-95
08/447,502 23-May-95
08/447,611 23-May-95
08/447,621 23-May-95
08/447,679 23-May-95
08/447,711 23-May-95
08/447,712 23-May-95
08/447,724 23-May-95
08/447,908 23-May-95
08/447,938 23-May-95
08/447,974 23-May-95
08/447,977 23-May-95
08/448,099 23-May-95
08/448,143 23-May-95
08/448,175 23-May-95
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08/449,901 23-May-95
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08/448,644 24-May-95
08/448,662 24-May-95
08/448,810 24-May-95
08/448,977 24-May-95
08/448,979 24-May-95
-3-
08/449,097 24-May-95
08/449,110 24-May-95
08/449,248 24-May-95
08/449,263 24-May-95
08/449,281 24-May-95
08/449,291 24-May-95
08/449,302 24-May-95
08/449,369 24-May-95
08/449,413 24-May-95
08/449,523 24-May-95
08/449,532 24-May-95
08/449,652 24-May-95
08/449,702 24-May-95
08/449,717 24-May-95
08/449,800 24-May-95
08/449,867 24-May-95
08/451,203 26-May-95
08/451,377 26-May-95
08/451,746 26-May-95
08/452,395 26-May-95
08/458,760 2-Jun-95
08/459,216 2-Jun-95
08/459,218 2-Jun-95
08/459,506 2-Jun-95
08/459,507 2-Jun-95
08/459,521 2-Jun-95
08/459,522 2-Jun-95
08/459,788 2-Jun-95
08/460,043 2-Jun-95
08/460,081 2-Jun-95
08/460,085 2-Jun-95
08/460,187 2-Jun-95
08/460,256 2-Jun-95
08/460,274 2-Jun-95
08/460,387 2-Jun-95
08/460,394 2-Jun-95
08/460,556 2-Jun-95
08/460,591 2-Jun-95
08/460,592 2-Jun-95
08/460,634 2-Jun-95
08/460,677 2-Jun-95
08/460,711 2-Jun-95
08/460,766 2-Jun-95
08/460,770 2-Jun-95
08/460,793 2-Jun-95
-4-
08/460,817 2-Jun-95
08/466,888 6-Jun-95
08/466,890 6-Jun-95
08/466,894 6-Jun-95
08/468,324 6-Jun-95
08/469,078 6-Jun-95
08/469,103 6-Jun-95
08/469,106 6-Jun-95
08/469,108 6-Jun-95
08/469,355 6-Jun-95
08/469,612 6-Jun-95
08/469,623 6-Jun-95
08/470,051 6-Jun-95
08/470,054 6-Jun-95
08/470,448 6-Jun-95
08/470,476 6-Jun-95
08/470,571 6-Jun-95
08/471,024 6-Jun-95
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08/472,066 6-Jun-95
08/511,491 6-Jun-95
08/472,399 7-Jun-95
08/472,462 7-Jun-95
08/472,980 7-Jun-95
08/473,484 7-Jun-95
08/473,927 7-Jun-95
08/473,997 7-Jun-95
08/473,999 7-Jun-95
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08/474,146 7-Jun-95
08/474,147 7-Jun-95
08/474,496 7-Jun-95
08/474,674 7-Jun-95
08/474,964 7-Jun-95
08/475,341 7-Jun-95
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08/477,564 7-Jun-95
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08/477,711 7-Jun-95
08/477,712 7-Jun-95
08/477,805 7-Jun-95
08/477,955 7-Jun-95
08/478,544 7-Jun-95
-5-
08/478,794 7-Jun-95
08/478,864 7-Jun-95
08/478,908 7-Jun-95
08/479,042 7-Jun-95
08/479,215 7-Jun-95
08/479,374 7-Jun-95
08/479,375 7-Jun-95
08/479,414 7-Jun-95
08/479,523 7-Jun-95
08/479,524 7-Jun-95
08/480,059 7-Jun-95
08/480,383 7-Jun-95
08/480,392 7-Jun-95
08/482,573 7-Jun-95
08/482,574 7-Jun-95
08/482,857 7-Jun-95
08/483,054 7-Jun-95
08/483,169 7-Jun-95
08/483,174 7-Jun-95
08/483,269 7-Jun-95
08/483,980 7-Jun-95
08/484,275 7-Jun-95
08/484,858 7-Jun-95
08/484,865 7-Jun-95
08/485,283 7-Jun-95
08/485,507 7-Jun-95
08/485,775 7-Jun-95
08/486,258 7-Jun-95
08/486,259 7-Jun-95
08/486,266 7-Jun-95
08/487,155 7-Jun-95
08/487,397 7-Jun-95
08/487,408 7-Jun-95
08/487,410 7-Jun-95
08/487,411 7-Jun-95
08/487,428 7-Jun-95
08/487,526 7-Jun-95
08/487,536 7-Jun-95
08/487,546 7-Jun-95
08/487,556 7-Jun-95
08/487,565 7-Jun-95
08/487,649 7-Jun-95
08/487,851 7-Jun-95
08/487,895 7-Jun-95
08/487,981 7-Jun-95
-6-
08/488,058 7-Jun-95
08/488,378 7-Jun-95
08/488,383 7-Jun-95
08/488,436 7-Jun-95
08/488,438 7-Jun-95
08/488,439 7-Jun-95
08/488,619 7-Jun-95
08/488,620 7-Jun-95
08/498,002 7-Jun-95
08/474,145 7-Jul-95
Country Serial No. Filing Date
------- ---------- -----------
Japan 8-273536
October 16, 1996
(in Japan)
Europe 96-1149358
September 8, 1988
(PCT filed)
PCT PCT/US88/03000
September 8, 1988
-7-
EXHIBIT 7.01(a)
[omitted and filed separately with the Commission]
-8-
