EXHIBIT 10.4
NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION.
THESE PORTIONS HAVE BEEN MARKED WITH THE CLAUSE "CONFIDENTIAL TREATMENT
REQUESTED" AND/OR TWO ASTERISKS ENCLOSED IN BRACKETS (i.e., [**]). THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.]
Amended and Restated Joint Collaboration and License Agreement
This Amended and Restated Joint Collaboration and License Agreement
(this "Restated Agreement") is made this 25th day of June 2002 by and between
Princeton Video Image, Inc. ("PVI") and Cablevision Systems Corporation
("Cablevision") (PVI and Cablevision, collectively, "we" or "us") and supersedes
the Joint Collaboration and License Agreement between PVI and Cablevision dated
September 20, 2001.
Separate from and in addition to PVI's obligation to develop the iPoint
Technology as set forth in the iPoint Technology License Agreement of even date
herewith between PVI and Cablevision (the "iPoint(TM) Agreement"), we agree to
collaborate and work together on the further development of the iPoint(TM)
Technology (as such term is defined in the iPoint(TM) Agreement) for use by
Cablevision and its Affiliates and other applications by PVI (such collaboration
hereinafter referred to as the "Project").
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:
Definitions "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.
"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 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.
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License to Cablevision PVI hereby grants to Cablevision and each of its
Licensed Affiliates (as such term is defined in the
Amended and Restated L-VIS(R) System License
Agreement between us dated the date hereof, the
"Restated L-VIS Agreement") the non-exclusive
[CONFIDENTIAL TREATMENT REQUESTED] 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.
Licenses to technology and intellectual property
developed under or as part of, and products emanating
from, the Project or Additional Projects,
[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.
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, as such term is defined in the Restated
L-VIS Agreement) the following terms shall apply:
(1) 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 (as such term is
defined in the Restated L-VIS Agreement).
(2) 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.
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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 at [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]
Limitation of For the purposes hereof, the definition of Licensed
Licensed Affiliate shall not include any entity, in its role
System as System Operator, that Cablevision acquires, if,
Operator after giving effect to such acquisition and together
Affiliates 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 Additional Projects 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 Restated L-VIS Agreement and the iPoint Agreement. 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.
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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 described in this Agreement shall be enforceable whether
or not any additional agreements are executed by us. Each of this Agreement, the
iPoint Agreement and the Restated L-VIS Agreement are independent agreements and
the rights and obligations of the parties under each Agreement are independent
of the rights and obligations of the parties under each other agreement.
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ACCEPTED AND AGREED TO AS OF THE 25th DAY OF JUNE, 2002.
PRINCETON VIDEO IMAGE, INC. CABLEVISION SYSTEMS CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
-------------------------------- ----------------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxx
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Title: Co-CEO Title: Vice Chairman and General Counsel
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