EXHIBIT 10.4
RECISSION AGREEMENT
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This Agreement is made as of January 9, 1998 ("Effective Date"), by and
between StarSight Telecast, Inc. ("StarSight"), a corporation organized and
existing under the laws of the State of California, USA, having its main place
of business at 00000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000, and
Microsoft Corporation ("Microsoft"), a corporation organized and existing under
the laws of the State of Washington, USA, having its main office and place of
business at Xxx Xxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, XXX, who agree as
follows:
Recitals
StarSight and Microsoft entered into a Definitive Agreement effective [*]
("StarSight Agreement"). The StarSight Agreement, inter alia, related to EPGs
(as defined therein) and certain intellectual property rights of StarSight and
Microsoft related to EPGs. StarSight subsequent to October 1, 1996 became a
wholly owned subsidiary of Gemstar.
StarSight and Microsoft desire to rescind the StarSight Agreement with the
sole exception of the provisions of the StarSight Agreement to the extent, if
any, that Microsoft received a grant of rights to patents StarSight licensed
from Personalized Media Communications Corporation.
Witnesseth
In consideration of the payment, mutual covenants and obligations hereinafter
set forth below, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Recission. The StarSight Agreement is hereby rescinded, with the sole
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exception that any grant of rights under patents owned or licensable by
[*] by StarSight to Microsoft as set forth in the StarSight Agreement shall
remain unaffected. It is expressly understood that only provisions relating to
the granting of such rights are preserved and that all other terms of the
StarSight Agreement, including without limitation, all [*] are rescinded.
2. Payment. In satisfaction of the [*] under the StarSight Agreement,
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StarSight shall pay Microsoft the sum of [*] which amount shall be either netted
other amounts payable by Microsoft to StarSight or paid as determined by the
parties. StarSight shall be liable shall be liable for interest at a rate of one
and one-half percent (1.5%) per month compounded monthly plus ten percent (10%)
on any overdue payment, commencing on the date such royalty or other payment
becomes due; provided however, such amount will not accrue until Microsoft has
provided a prior written ten (10) day notice to StarSight and a fifteen (15) day
opportunity to cure. If such interest rate exceeds the maximum legal rate in the
jurisdiction where a claim therefor is being asserted, the interest rate shall
be reduced to such maximum legal rate.
Microsoft: StarSight:
Microsoft Corporation StarSight telecast, inc.
By:_________________________________ By:__________________________________
Xxxxx X. Xxxxxx
Senior Vice President
Consumer Platforms Division
Date:_______________________________ Date:________________________________
__________
[*] Confidential Treatment Requested.
