Exhibit 10.4
Research Agreement
[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.]
RESEARCH AGREEMENT
This Research Agreement (the "Agreement"), entered into this 1st day of
November 1990 by and between Xxxxx Xxxxxxx Research Center, Inc. ("Xxxxxxx")
and Princeton Electronic Billboard, Inc. ("PEB"), describes the terms and
conditions for Xxxxxxx'x work in providing research and development services
to PEB for the application of Xxxxxxx'x Pyramid Image Processing Technology
in PEB's Exclusive Field (the "Project"). The Project is entitled "PEB System
for Video Insertion Via Pattern Key" and is described in Xxxxxxx'x Proposal
dated August 1, 1990 (No. 90-3214-291) (the "Proposal") and subsequent work
statements (Phase II and III Proposals) to be agreed upon in writing at a
later date. In the event of a conflict between the terms and conditions of
this Agreement and the Proposal, the terms and conditions of this Agreement
shall govern.
In consideration of the mutual promises contained herein, the Parties agree
that:
ARTICLE I DEFINITIONS
1. The "Exclusive Field" is defined as electronically merging images into video
for advertising purposes.
2. The words "Intellectual Property" shall mean, collectively, Inventions,
ideas, procedures, principles, discoveries, computer software, mask works, and
other forms of intellectual property. An "Invention" is any novel and useful
machine, device, system or process first conceived and reduced to practice
during the time period and under the Project.
3. The term "PEB Funded Property" is defined as that portion of the Xxxxxxx
Property, defined below, which was developed on the Project and paid for by PEB.
ARTICLE II PERIOD OF PERFORMANCE AND THE TASKS
1. The Project comprises three Phases. Phase I has been entered into as of
August 31, 1990 and will proceed according to the Statement of Work, as
described in our Proposal 00-0000-000 dated August 1, 1990 and incorporated
herein by reference. Phases II and III will be implemented according to the
description contained in the Phase II and III Proposals, and will be
incorporated herein by reference. Xxxxxxx and PEB agree that they will negotiate
in good faith toward mutually acceptable statements of work and costs for the
performance by Xxxxxxx of Phases II and III.
2. Any modification to the Statement of Work shall be on mutually acceptable
terms and conditions. No modification to the Statement of Work will be made
unless requested by PEB and accepted by Xxxxxxx in writing.
3. Xxxxxxx will perform such work in a manner consistent with the highest
standards of scientific and technical excellence.
4. Xxxxxxx shall permit PEB personnel to visit Xxxxxxx'x facilities to review
the Project upon reasonable notice and during normal working hours.
ARTICLE III DELIVERABLES
1. As described in Xxxxxxx'x Phase I, II and III Proposals.
ARTICLE IV PRICE AND PAYMENT TERMS
1. Xxxxxxx has undertaken Phase I on a fixed price basis. The cost for Phase I
is Sixty-Five Thousand Dollars ($65,000.00). All terms of our Proposal
00-0000-000 shall govern Phase I.
2. Terms for Phase II and III shall be on a best effort, cost-reimbursable
basis. The cost for each Phase shall be negotiated as indicated in Article II,
Paragraph 1, and will not be exceeded without prior written approval of PEB.
3. Payment terms shall be an initial payment of (20% of Phase II and III
estimated cost) upon acceptance of each Phase with the initial payment applied
against the final Phase invoice. As to subsequent payments, Xxxxxxx shall submit
monthly invoices for all costs incurred during a month. PEB shall pay each
invoice within thirty (30) days of receipt.
4. Xxxxxxx will assist PEB to the extent it has the legal right to do so in
acquiring third party rights in Pyramid Processing Technology.
ARTICLE V PROPRIETARY INFORMATION
1. The Confidential Disclosure Agreement between the Parties, dated June 12,
1990, is incorporated herein by reference and its obligations are extended to
two (2) years after completion of all Phases of the Project.
ARTICLE VI INTELLECTUAL PROPERTY RIGHTS
1. Xxxxxxx shall retain ownership of all inventions, computer software and trade
secrets in the field of Pyramid Image Processing Technology developed by
Xxxxxxx'x employees and consultants prior to the Project, during the Project or
concurrently with the Project and of any and all resulting patent applications,
issued patents, copyrights and mask work registrations (collectively the
"Xxxxxxx Property"). Xxxxxxx agrees to pay all costs associated with obtaining
and maintaining Xxxxxxx Property. PEB shall have no rights in Xxxxxxx Property
except as provided in ARTICLE VII. Xxxxxxx has represented to PEB and does
hereby represent that the ownership of rights, described in this paragraph 1, is
the standard Xxxxxxx policy with respect to Pyramid Imaging Processing
Technology and that all research done by Xxxxxxx in this field is done on this
basis for all clients.
2. Any inventions, computer software and trade secrets jointly developed by one
or more PEB employees or consultants with one or more Sarnoff employees or
consultants together with any patent application, issued patent, copyright or
mask work registration resulting therefrom (collectively the "Joint Property")
shall be jointly owned by PEB and Xxxxxxx. Each Party shall own an undivided
one-half interest in the whole of any such Joint Property with neither Party
having to account to the other Party for any income or other consideration
received from its exploitation or other use of the Joint Property, except that
Xxxxxxx agrees that it will not grant any Licenses under its rights in the Joint
Property in the Exclusive Field. The Parties will share equally in all costs
related to obtaining and maintaining any such Joint Property, including any
costs relating to the litigation of the patentability, validity or
enforceability of any such patent application, issued patent, copyright or mask
work registration. If, at any time, a Party declines to share in the costs
described in this Paragraph 2 for a particular item of Joint Property, the Party
so declining shall assign its ownership rights in the particular item of Joint
Property to the other Party.
3. Each Party agrees, upon request, to inform the other Party of the status of
any patent application or issued patent filed on Joint Property and of all prior
art referred to or cited against a pending patent application or issued patent
that the Party is prosecuting or maintaining in any country if the other Party
has a corresponding patent application or issued patent for the same Invention
in another country.
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ARTICLE VII LICENSES
1. During the term of the Project, Xxxxxxx grants to PEB an exclusive,
royalty-free, worldwide license, without right to sub-license, to use Xxxxxxx
Property for research and development in PEB's Exclusive Field. Xxxxxxx agrees
that it will not grant any other licenses in PEB's exclusive field during the
term of the Project. The license granted in this Paragraph does not include PEB
access to any Xxxxxxx computer software source code.
2. Xxxxxxx grants to PEB a worldwide, exclusive license, subject to the payment
of the royalties provided herein to Xxxxxxx, with right to sublicense, to use,
modify, make, have made and sell Xxxxxxx Property, in PEB's Exclusive Field,
such exclusive license to be maintained as long as the royalties are paid, as
described in paragraph 3 of this Article.
3. Xxxxxxx grants to PEB an exclusive, royalty-free, worldwide license with
right to sublicense, to use, modify, make, have made and sell PEB Funded
Property in PEB's Exclusive Field.
4. Royalties
4(a). In consideration for Xxxxxxx entering into this Agreement and staying out
of the Exclusive Field, as described in Articles VII and VIII, and for the
licenses granted to PEB, PEB shall pay to Xxxxxxx royalties based on PEB's
audited gross revenue. Such royalties survive this Agreement and continue in
effect as long as PEB, its successors or assigns remain in this field, and
Xxxxxxx shall remain out of the Exclusive Field as long as royalties are paid.
The amount of royalties due Xxxxxxx shall be calculated based on the following
schedule.
[CONFIDENTIAL TREATMENT REQUESTED]
4(b). Deferral of Royalties - Royalties shall accrue until such time that PEB's
cumulative gross revenue reaches $20,000,000 or four (4) years after the
completion of Phase III, which ever occurs first. Payments for all accrued
royalties shall commence after PEB's cumulative gross revenue exceeds
$20,000,000 or four (4) years from the date of conclusion of Phase III,
whichever occurs first in four equal quarterly installments beginning three (3)
months after PEB's cumulative gross revenue exceeds $20,000,000 or four (4)
years after the completion of Phase III.
4(c). Once the gross revenue of 20,000,000 or four (4) years after the
completion of Phase III has occurred, PEB shall commence paying royalties
quarterly based on the audited financial records of PEB for the preceding
quarter in accordance with the schedule of Royalties as defined in Article VII,
Paragraph 4.
4(d). An annual statement of PEB's cumulative revenue and the royalties due to
Xxxxxxx shall be provided by PEB at PEB's expense by an independent, certified
public accountant of PEB's choice. Xxxxxxx shall have the right to have such
statement created an audited by an independent Certified Public Accountant of
Xxxxxxx'x choice and at Xxxxxxx'x expense on a quarterly basis.
4(e). PEB may terminate its payments and licenses under Subparagraphs 4(b) or
4(c) of this ARTICLE VII, at PEB's election, at any time subsequent to
Subparagraph 4(c) taking effect except that PEB shall remain liable for any
deferred royalties accrued up to the date of termination. If PEB so terminates
its payments, then all licenses and the non-compete clause shall also terminate
as of the date of PEB's termination of its payments.
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4(f). Each fee payment due to Xxxxxxx under this Paragraph 3 of this ARTICLE
VII shall be paid during the month following the calendar quarter covered
thereby.
5. Xxxxxxx agrees to forbare in this field for a period of one (1) year or until
Phase II begins, whichever occurs first, without further consideration. In the
event that Phase II does not commence within one (1) year, PEB will have the
first right of refusal in this field subject to further negotiations. The same
provision applies for a period of one (1) year following the completion of Phase
II or until Phase III begins.
6. In the event that this Agreement is terminated prior to the completion of the
Project for any reason other than the filing of a voluntary bankruptcy petition,
or adjudication of bankruptcy, under Federal U.S. law, PEB agrees to pay the
fees described in Paragraph 4(b) or 4(c) beginning on the termination date of
the Project to maintain the licenses and non-compete clause in force. In the
event that this Agreement is terminated due to the filing of a voluntary
bankruptcy petition, or adjudication of bankruptcy, under Federal U.S. law, the
licenses and non-compete Agreement shall be terminated under the provisions of
ARTICLE XV, paragraph 1.
7. No licenses are implied or granted by either Party to the other Party hereto,
or its Licensees, except as specifically provided in this Agreement.
ARTICLE VIII PERSONNEL/COMPETITORS
1. Xxxxxxx agrees that none of its employees, consultants or agents assigned to
work on this Project either full-time or part-time will perform services in the
Exclusive Field for other than PEB, during the time they are employed or
retained as employees, agents or consultants by Xxxxxxx, for the duration of
PEB's Exclusive License.
2. Each party agrees that it will not offer to employ or employ any employee of
the other party assigned to the Project without the other party's written
consent for the duration of the Project and for a period of three years after
the termination of the Project for any reason whatsoever.
3. PEB agrees that it will not compete in any applications of Pyramid Processing
outside of the video insertion field.
ARTICLE IX PUBLICITY
1. The Parties agree that neither will use the name of the other Party, either
express or implied, in any of its advertising, public announcements or
promotional material without the prior written consent of the other Party. Each
Party agrees that it will not disclose the terms of the Agreement to any third
Party without the other Party's prior written consent, except as required by law
and in litigation between the Parties.
ARTICLE X FORCE MAJEURE
1. Xxxxxxx shall not be liable or deemed to be in default for any delay, failure
in performance, non-performance, or any interruption of service resulting
directly or indirectly from acts of God, acts of the public enemy, war,
accidents, fires, electrical failures, machine failures or unavailability,
postal delays, explosions, earthquakes, floods, the elements, strikes, lockouts,
labor disputes, governmental orders or regulations, shortages of suitable parts,
materials, labor or transportation, or any other cause beyond the reasonable
control of Xxxxxxx. Increases in the cost of doing business, and circumstances
giving rise to breach of Xxxxxxx'x warranties under this Agreement, shall not be
deemed causes beyond the reasonable control of Xxxxxxx, and shall not excuse any
failure to perform, default, or liability.
-4-
ARTICLE XI TERMINATION
1. This Agreement may be terminated by either Party upon: (i) the default of the
other Party or failure to conform to any term or condition of this Agreement,
where the default or failure is not cured within thirty (30) days after written
notice of such default or failure by the non-defaulting Party; or the filing of
a voluntary bankruptcy petition, or adjudication of bankruptcy, under Federal
U.S. law. Notice of default or failure to comply shall be as provided in ARTICLE
XVIII, Paragraph 7.
2. PEB may terminate the Project and any liability for further payments at any
time except as provided in this ARTICLE XI, with or without cause and in PEB's
sole discretion, by written notice to Xxxxxxx as provided in ARTICLE XIV,
Paragraph 7.
3. Upon termination of this agreement under paragraph 1 or 2 of this ARTICLE
XIV, Xxxxxxx will use its best efforts to terminate the work being performed
within fourteen (14) days from the date of termination and will be paid the
costs thereof. PEB will not be responsible to pay Xxxxxxx for work performed
beyond such fourteen (14) day period. In addition, PEB will pay to Xxxxxxx the
lesser of the cost to Xxxxxxx of all parts, supplies and equipment, specific to
the performance of the Project and ordered prior to PEB's default or receipt of
PEB's notice of termination, or the cost to Xxxxxxx of the the cancellation of
such orders, whichever is less. Xxxxxxx will use its best efforts to minimize
such costs to PEB. Xxxxxxx will promptly deliver to PEB any and all parts,
supplies and equipment paid for by PEB and work in progress developed to the
effective date of termination to which PEB would otherwise be entitled.
ARTICLE XII EXPORT OF INFORMATION, DATA DESIGNS AND/OR PRODUCTS
1. PEB acknowledges that the information, data, designs and/or products
disclosed or delivered by Xxxxxxx to PEB may be subject to U.S. Government
regulations which prohibit export or diversion of certain products and/or
technical data to certain countries. Any and all obligations of Xxxxxxx to
provide information, data, designs and/or products, shall be subject in all
respect to such U.S. laws and regulations that shall from time to time govern
the export of technology and products abroad by persons subject to the
jurisdiction of the U.S., including the Export Administration Act of 1979, as
amended, any successor legislation, and the Export Administration Regulations
issued by The Department of Commerce. PEB and Xxxxxxx warranty that they will
comply in all respects with the export restrictions set forth in these laws and
regulations as applied to the information, data, designs and/or products
disclosed or delivered by Xxxxxxx to PEB.
ARTICLE XIII LIMITATION OF LIABILITY
1. XXXXXXX ASSUMES NO LIABILITY EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND
CONDITIONS AND IN NO EVENT SHALL XXXXXXX BE LIABLE, WHETHER IN CONTRACT, TORT,
OR NEGLIGENCE, FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ARTICLE XIV MISCELLANEOUS PROVISIONS
1. The captions appearing are inserted only as a matter of convenience and in no
way define, limit or describe the scope or intent of this Agreement or any
provision hereof.
2. Nothing in this Agreement shall create any association, partnership or joint
venture between the Parties hereto, it being understood and agreed that the
Parties are independent contractors and neither shall have any authority to bind
the other in any way. Xxxxxxx shall provide, compensation, tax withholding, and
other duties of an employer to the extent applicable to Xxxxxxx'x employees,
agents or consultants doing work on the Project.
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3. This Agreement shall be binding upon the Parties, their successors, assigns,
heirs and legal representatives, as the case may be when accepted in writing by
PEB.
4. The Parties agree that any waiver of any term or condition of this Agreement
by a Party shall not construed or deemed to be a waiver of any other term or
condition of this Agreement, nor a waiver of a subsequent breach of the same or
another term or condition.
5. If any term or condition of this Agreement is found invalid or unenforceable,
that term or condition will be enforced to the maximum extent permitted by law,
and the remainder of this Agreement will remain fully in force.
6. All notices, reports, requests, approvals and other communications required
or permitted under this Agreement must be in writing. They will be deemed given
when sent by registered or certified mail, postage prepaid. All communications
must be sent to the receiving Party's address as provided herein or to any other
address that the receiving Party may provide for purposes of notice by notice as
provided herein. All notices to Xxxxxxx shall be addressed to Xxxxx Xxxxxxx
Research Center, Inc. 000 Xxxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000-0000 Attention:
Vice President, Corporate Affairs. All notices to PEB shall be addressed to
Princeton Electronic Billboard, Inc., 00 Xxxxx Xxxxx Xxxxx, Xxxxxxxxx, XX 00000
7. This Agreement shall be governed by and construed in accordance with the laws
of the State of New Jersey in the same manner as contracts entered into and
fully performed therein.
ARTICLE XV ENTIRE AGREEMENT
1. This Agreement and all of the documents incorporated herein constitute the
entire agreement between the Parties and supersedes all previous negotiations,
comments and writing by the Parties. This Agreement shall be changed only by a
writing signed by the Parties. No oral contract or conversation with any
officer, agent or employee of Xxxxxxx or PEB, either before or after the
execution of this Agreement, shall affect, alter or modify the obligations of
the Parties.
ACCEPTED AND AGREED TO:
XXXXX XXXXXXX RESEARCH PRINCETON ELECTRONIC
CENTER, INC. BILLBOARD
By: /s/ X. X. Xxxxxxxxxx, Xx. By: /s/ X. X. Xxxxxx
------------------------------ --------------------------
Name: X. X. Xxxxxxxxxx, Xx. Name: X. X. Xxxxxx
Title: Director, Contracts Title: Chief Operating Officer
Date: October 3, 1990 Date: November 1, 0000
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XXXXXXXX
XXXX
XXXXXXXXX #1
August 9, 1991
The Agreement dated 1 November 1990 by and between Xxxxx Xxxxxxx Research
Center, Inc. ("Xxxxxxx") and Princeton Electronic Billboard ("PEB") (the
"Agreement") is amended as follows:
Delete Article 1, paragraph 1, and insert:
1. The Exclusive Field is defined as electronically recognizing selected
landmarks and/or altering images in real time in any broadly disseminated
television program for advertising purposes or for any purpose in real
time television programs whose principal focus is sports. Broadly
disseminated programs are those which are broadcast over the air, via
cable or via satellite with a distribution to more than 5,000 customers.
Programs disseminated over point to point, or point to multipoint, private
networks are not included in the Exclusive Field.
Add new Article IV, paragraph 5:
5. In exchange for the expansion of the Exclusive Field to include all
applications in television programs whose principle focus is on sports,
PEB agrees to issue to Xxxxxxx 103,000 shares of common stock of PEB (8%
of the authorized and outstanding stock of PBE as of the date of this
amendment). PEB has represented and does hereby represent that there is
now only only class of authorized stock in PEB, PEB Common Stock, and that
the Stock given to Xxxxxxx will be of this class, the same class as every
other existing owner of PEB stock. The issuance of stock to Xxxxxxx will
take place pursuant to definitive documentation which PEB has instructed
its attorneys to prepare.
Add new Article VI, paragraph 4:
4. PEB shall retain ownership of all inventions, computer software and
trade secrets developed by PEB's employees and paid for by PEB that are
based on Xxxxxxx Technology. PEB shall assign Xxxxxxx a non-exclusive
license, with right to sublicense, to make, have made, use and sell in all
fields except the Exclusive Field. If in the future there are rights to
PEB developed technology that Xxxxxxx wishes to convert to exclusive
rights, PEB will negotiate such exclusive rights in good faith using the
present agreement as a model. Jointly-developed intellectual property
shall be jointly owned, Xxxxxxx shall assign PEB an exclusive license,
with right to sublicense, to make, have made, use and sell in the
Exclusive Field. PEB shall assign Xxxxxxx an exclusive license, with right
to sublicense, to make, have made, use and sell only outside the Exclusive
Field.
In Article VII, paragraph 2, delete "paragraph 3" and insert "paragraph 4".
Change at the end of the first sentence, Article VII, paragraph 4(a):
"PEB's total Revenue from all sources and its sub-licensee's audited Gross
Revenue from all products, services or applications employing any of the
Xxxxxxx property or the information, designs or plans delivered to PEB by
Xxxxxxx (the "Gross Revenue")"
COPY
AMENDMENT #1
August 9, 1991
Add at the end of Article VII, paragraph 4(b):
"The minimum quarterly payment to maintain the licenses in the Xxxxxxx
property in effect beginning three (3) year after the completion of Phase
III shall be [CONFIDENTIAL TREATMENT REQUESTED] for the Exclusive
Field defined in Article 1, paragraph 1. For the first two (2) years, PEB
shall have the option of paying the royalty in cash or in PEB stock at its
last issue price."
In Article VII, paragraph 4(f), delete "paragraph 3" and insert "paragraph 4".
Add new Article VII, paragraph 8:
8. Xxxxxxx and its assigns shall have the right to bid to manufacture
equipments for PEB. The PEB products will be manufactured by and under the
control and supervision of PEB. PEB is sensitive to the strategic nature
of the Xxxxxxx technology and therefore, PEB agrees to keep Xxxxxxx
informed of its manufacturing intentions, and will give Xxxxxxx ninety
(90) days notice of its serious intent to manufacture in countries where
Xxxxxxx has no patent protection. PEB reaffirms its agreement to maintain
the confidentiality of all confidential material passed to PEB as part of
this agreement with Xxxxxxx with the same degree of protection as PEB
protects its own property according to the terms of our existing
Confidentiality Agreement.
Add new Article XIII, paragraph 2:
2. Xxxxxxx warrants that to the best of its knowledge it has full right
and title to issue the License granted herein. No warranty is given, nor
should any be assumed that the use of information, data, plans or designs
delivered to PEB hereunder will be free from infringement of any patent,
copyright and/or mask work registration of a third Party.
Except as explicitly stated, this Agreement does not convey any license or other
rights.
In all other respects the Agreement remains unchanged.
ACCEPTED AND AGREED:
XXXXX XXXXXXX RESEARCH PRINCETON ELECTRONIC BILLBOARD
CENTER, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx. By: /s/ Xxxxx X. Xxxxxxxx
------------------------------ ----------------------------------
Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Director, Contracts Title: President
2
[LETTERHEAD OF PRINCETON ELECTRONIC BILLBOARD]
Xx. Xxxxx Xxxxxxxx
Vice President
Xxxxx Xxxxxxx Research Center
CN 5300
Xxxxxxxxx, XX 00000-0000 July 1, 1992
Dear Xxx,
In accordance with our discussions which are summarized below, we wish to
undertake Phase II of Prototype System for Video Insertion Via Pattern Key. This
research program is Phase II as described in the Research Agreement dated
November 1, 1990 between PEB and Xxxxxxx, as amended.
It is contemplated that Xxxxxxx will undertake Phase II for a fixed price of
$2,000,000. Several steps have been discussed for the execution of Phase II.
Step 1. During this step, which will begin as soon as possible,
Xxxxxxx will begin Phase II with research on solutions to the
occlusion problem. Such work is likely to involve precise alignment.
This step 1 will not exceed $50,000 in costs at Xxxxxxx and the
actual costs will be shared equally by PEB and Xxxxxxx. This cost
sharing is intended to reduce Xxxxxxx'x risk for the early start.
Coincident with this step 1, teams from Xxxxxxx, ABC and PEB will meet to
develop specifications for the functionality (ABC Specs) of the unit to be
developed in Phase II. Incidentally, this work has already begun at ABC.
Step 2. This step will complete the development of solutions to the
occlusion problem. This step will begin upon the agreement between
Xxxxxxx, ABC and PEB on the specifications of the functionality of
the Phase II unit. This step will cost no more than $400,000 and the
actual cost of this step will be shared equally between Xxxxxxx and
PEB. This cost sharing is intended to reduce Xxxxxxx'x risk of the
fixed price contract sharing the cost of the highest risk portion of
the program.
Step 3. Upon the successful demonstration of a solution to the occlusion
problem, Xxxxxxx will undertake the rest of Phase II.
[CONFIDENTIAL TREATMENT REQUESTED] It is anticipated that the program will
take 12-15 months depending on the complexity.
PEB will reimburse Xxxxxxx for PEB's portion of the actual costs incurred in
steps 1 & 2 according to Xxxxxxx'x standard procedures.
Would you please prepare a formal description of this program including
timetables for completion of the major and intermediate milestones with emphasis
on Step 1 and Step 2.
Very truly yours,
/s/ Xxxxx F Xxxxxxxx
Xxxxx F Xxxxxxxx
President
[LETTERHEAD OF XXXXX XXXXXXX RESEARCH CENTER]
Xxxxx X. Xxxxxxxx, President
Princeton Electronic Billboard, Inc.
00 Xxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxx: July 9, 1992
Xxxxxxx is in receipt of the letter of Princeton Electronic Billboard, Inc.
(PEB) dated 1 July 1992 which is incorporated into this letter by reference.
Xxxxxxx has open and extends its Proposal of September 18, 1991 covering Phase
II. Your letter of 1 July incorporates features of Phase II of the Proposal.
Xxxxxxx will proceed to perform Step 1 upon receipt of an original of this
agreement signed by PEB. Step 2 will not proceed until Xxxxxxx reports
successful conclusion of Step 1, as more fully set out in your letter, and at
that time invoice PEB up to a maximum of $25,000 as its cost share.
Should Xxxxxxx proceed thru Phase II, Step 2, to Step 3, PEB will pay Xxxxxxx in
accordance with your letter.
Should Xxxxxxx report the inability to proceed past Step 2, and the parties not
mutually resolve that inability, any continuing obligations between PEB and
Xxxxxxx under this letter agreement and/or the contract dated November 1, 1990,
as amended, are terminated.
Due to the change in the scope of the work and contract type, the parties agree
to the following:
o The exclusive field of use previously granted to PEB in Xxxxxxx'x
technology shall be retained with the understanding that royalty rates for
advertising gross revenue will remain as currently set out and the rates
for applications in sports unrelated to advertising shall be two (2) times
those of advertising gross revenues.
Princeton Electronic Billboard, Inc.
Page 2
July 9, 1992
o PEB provides an anti-dilution provision in PEB for Xxxxxxx that is no less
favorable than that held by Xxxxx X. Xxxxxxxx, personally;
o Sentence one of the Agreement is amended at Article VII, Paragraph 4(b),
to read:
[CONFIDENTIAL TREATMENT REQUESTED ]
All other terms and conditions of the contract dated November 1, 1990, as
amended, remain in full force and effect. To the extent that this letter
agreement conflicts with the contract dated November 1, 1990, as amended, and/or
the proposal dated September 18, 1991, this letter agreement shall govern.
If this proposal is acceptable to you, please sign one of these originals and
return it to me.
Sincerely, Accepted and agreed to
Princeton Electronic Billboard, Inc.
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Xxxxx X. Xxxxxxxx, President
Date: July 9, 1992
ch Center
[LETTERHEAD PEB]
Xx. Xxxxx Xxxxxxxx
Vice President
Xxxxx Xxxxxxx Research Center
CN 5300
Xxxxxxxxx, XX 00000-0000 November 30, 1992
Dear Xxx,
In accordance with the terms of PEB's July 1, 1992 letter to Xxxxxxx, the terms
of the letter agreement of July 9, 1992 from Xxxxxxx to PEB, and the Research
Agreement dated November 1, 1990 between PEB and Xxxxxxx, as amended, PEB
confirms that Xxxxxxx is authorized to complete Phase II of that program on the
agreed fixed price basis.
[CONFIDENTIAL TREATMENT REQUESTED]
Very truly yours,
/s/ Xxxxx F Xxxxxxxx
Xxxxx F Xxxxxxxx
President
cc. Xxxxx X. Xxxxxx
Encl. (Specifications)
Objective Specification, August 26, 1992
Electronic Billboard System
Size:
Video Processor - 22cm x 43cm X 50cm
Controller and Operator Interface - Sun Sparcstation
Total Weight:
Approx. 50kg including rack
Manufacturing Cost:
Prototype Hardware Cost assuming 50 Units - $100k for single camera unit
$125/unit for more than 1 camera
Security:
Based on name code transmitted in parallel with broadcast. Phone and diskette
verification.
External to system for first unit.
Operator Interface:
Image and mouse/trackball based selection of insertion point.
Operator Functions:
Select landmark and insertion regions. Enable insertions
Input/Output:
D1
Options: D2, NTSC, PAL
Description of Inserted Images:
Basic Prototype System - still images up to 1/2 video frame
Options - video &/or full frame insertions
Processing Speed:
30 frames/sec.
Overall Fixed Time Delay:
Single camera unit - 0.1second
Two or more camera unit - 0.3 seconds
Audio:
Synchronized with video
Zoom Range:
5-1 continuous
Pan characteristics:
10% of frame per frame
Image plane rotation:
Accommodates rotation associated with pan
Camera Translation:
+/-20 ft at 100ft viewing range
Number of Cameras:
User choice. Prototype is single camera
Occlusion:
Multiresolution pattern key
Confidential
AMENDMENT TO RESEARCH AGREEMENT
The Research Agreement dated November 1, 1990 by and between Xxxxx
Xxxxxxx Research Center, Inc. ("Xxxxxxx") and Princeton Electronic Billboard,
Inc. ("PEB") and all amendments and modifications thereto (hereinafter "Research
Agreement") is hereby amended by this Amendment dated June 26, 1995 and
effective as of December 31, 1993 (the "Effective Date") as follows:
A. DEFINITIONS
A.1. "Access Field" consists of all areas within the scope of the
Research Field which are not within the Exclusive Field or the Xxxxxxx Field.
A.2. "Broadly Disseminated Television Programs" are those with a
distribution to more than 2500 viewers or customers which are live broadcasts,
pay per view, delayed broadcast, taped broadcast, broadcast over the air, via
cable, or via satellite, or point to multipoint networks, excluding programs
disseminated over point to point, or point to multipoint Private Networks.
A.3. "Cumulative Gross Revenue" means PEB Gross Revenues in the
Exclusive Field cumulated from the date on which Gross Revenues for which
royalties are provided herein are first received and are not to be cumulated on
a yearly basis.
A.4. "Electronic Recognition" is the use of digital image processing
methods, such as correlation, to recognize Landmarks in the scene
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A.5. "Landmarks" are patterns in the scene, whether inside or
outside the field of view, corresponding to objects or locations in the scene,
whether fixed or moving.
A.6. "Occlusion Task" means the task to upgrade the prototype PKI
system to reduce artifacts in the inserted video introduced when landmarks are
partially occluded by foreground objects (the landmark occlusion problem) as
defined in the December 15, 1993 Xxxxxxx proposal.
A.7.1. "PEB Gross Revenue" means PEB's total revenue, minus any
returns, sales and use taxes, trade samples, refunds, or credits to customers
received from activity within the Exclusive Field from all sources employing any
of the Xxxxxxx Property or the information, designs or plans delivered to PEB by
Xxxxxxx, including PEB revenue from a joint venture or sub-license within the
Exclusive Field employing Xxxxxxx Property, unless said joint venture or
sub-license is not an arm's-length transaction in which case the Revenue
received by the Joint Venture Partner or sub-licensee shall be included in
calculating the Gross Revenue.
A.7.2. "PEB Access Field Revenue" means PEB's total revenue, minus
any returns, sales and use taxes, trade samples, refunds, or credits to
customers received from activity in the Access Field employing any of the
Xxxxxxx Property or the information, designs or plans delivered to PEB by
Xxxxxxx, including PEB revenue from a joint venture or sub-license within the
Access Field employing Xxxxxxx Property, unless said joint venture or
sub-license is not an arm's-length transaction in which
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case the Revenue received by the Joint Venture Partner or sub-licensee shall be
included in calculating the PEB Access Field Revenue.
A.8. "Real Time" shall mean insertion is performed at television
frame rates.
A.9. "Research Field" is defined to include Real Time Video
Insertion based on the Electronic Recognition of Landmarks, including the
tracking of images in sports for outlining or emphasis or in an area such as a
trajectory, strike zone or player, and including anything which is within the
scope of the claims of Xxxxxx. The Research Field shall consist of three fields
-- the Exclusive Field, the Access Field, and the Xxxxxxx Field.
A.10. "Xxxxxxx Client's Gross Revenue" means the total revenue of
the Xxxxxxx client, minus any returns, sales and use taxes, trade samples,
refunds, or credits to customers, received from activity within the Access Field
or within the Xxxxxxx Field from all sources, pursuant to any license agreement
with Xxxxxxx as provided herein, including the client's revenue from a joint
venture or sub-license, unless said joint venture or sub-license is not an
arm's-length transaction in which case the Revenue received by the Joint Venture
Partner or sub-licensee shall be included in calculating the Gross Revenue.
A.11. "Xxxxxxx'x Xxxxx Revenue" means the total revenue, minus any
returns, sales and use taxes, trade samples, refunds, or credits to customers,
received by Xxxxxxx or its
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Affiliates within the Access Field or the Xxxxxxx Field from all
sources, including Xxxxxxx'x revenue from a joint venture or sub-license, unless
said joint venture or sub-license is not an arm's-length transaction in which
case the Revenue received by the Joint Venture Partner or sub-licensee shall be
included in calculating the Gross Revenue. Xxxxxxx'x Xxxxx Revenue does not
include royalty received by Xxxxxxx from the licensing of PEB Owned property to
its clients which is included in paragraph A.10. Xxxxxxx'x Xxxxx Revenue also
does not include funds received from a client for the conduct of research and
development activities.
A.12 "Xxxxxxx Field" shall mean the following areas: (1) all video
production other than for sports or for advertising purposes, (2) local video
insertions, including location based entertainment, for any purpose other than
sports and advertising, (3) Private Networks other than for sports and
advertising purposes, (4) medical and scientific applications, and (5) use by
the Department of Defense or any U.S. Government agency. Sports and advertising
use in these five areas, which are not in the Exclusive Field, shall be part of
the Access Field and not the Xxxxxxx Field. Within the Xxxxxxx Field, "Xxxxxxx
Field I" shall refer to areas 2, 3, 4, and 5 and "Xxxxxxx Field II" shall refer
to area 1.
A.13. "Xxxxxxx Source Code" is all that computer software code
delivered to PEB by Xxxxxxx prior to the date of this Agreement in human
readable form.
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A.14 "Video Insertion" is the replacement of target patterns,
whether preselected or not, in successive frames of a video sequence with
replacement patterns, including video images, static images, or other images, in
such a way that the substituted replacement patterns appear to a viewer to be
part of the scene.
A.15 "Private Network" is a video distribution system within a
geographical site or an internal network of an organization.
B. AMENDMENTS AND MODIFICATIONS
5.1. Article I, P. 1 defining the Exclusive Field, which was added
to the Research Agreement by amendment dated August 9, 1991, is hereby deleted
and the following provision is hereby substituted as Article I, P.1:
ART. I, P. 1. PEB's Exclusive Field of Use.
The Exclusive Field is defined as the Electronic Recognition of
selected Landmarks for the purpose of Video Insertion in Real Time
in any Broadly Disseminated Television Program for advertising
purposes or for any purpose in television programs whose principal
focus is sports, including tracking images in sports for outlining
or emphasis or in an area such as a trajectory, strike zone or
player.
B.2. Ownership Rights. The parties hereby acknowledge that they are
not aware of any Joint Property, as that term is
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defined by Article VI, P. 2 of the Research Agreement. The parties further agree
that all Property developed after the Effective Date shall be owned as follows:
PEB shall own all Property developed by PEB's employees and paid for by PEB
based on Xxxxxxx Property or Xxxxxxx Technology ("PEB Property").
B.3. Licenses.
Article VI, P. 4, shall read as follows:
ART. VI, P.
4. PEB shall retain ownership of all inventions, computer
software and trade secrets developed by PEB's employees and
paid for by PEB that are based on Xxxxxxx technology. Joint
Property shall be jointly owned. Xxxxxxx shall assign PEB an
exclusive license, with right to sublicense, in the Joint
Property to make, have made, use and sell in the Exclusive
Field. PEB shall assign Xxxxxxx an exclusive license, with
right to sublicense, in the Joint Property to make, have made,
use and sell only in the Xxxxxxx Fields. These exclusive
licenses are subject to the same royalties as provided in
Article VII. In the Access Field, each party shall be free to
license third parties in the Joint Property without having to
account to the other party.
Article VII, P.P. 1, 2 and 3 are hereby deleted, and the following
provisions are substituted in their stead:
ART. VII. Licenses.
1. Licenses from Xxxxxxx to PEB.
x. Xxxxxxx grants to PEB a worldwide, exclusive license, in
PEB's Exclusive Field subject to the payment of the
royalties provided herein to Xxxxxxx, with right to
sublicense, to conduct research and development,
manufacture, sell, rent, modify, use, and otherwise
exploit Xxxxxxx Property, including PEB-Funded Property,
developed prior to the Effective Date and any PEB-Funded
Property developed prior to the date of this Agreement
and
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delivered to PEB by Xxxxxxx, such exclusive license to
be maintained as long as the royalties are paid, as
described in P. 4 of this Article VII.
x. Xxxxxxx grants to PEB a worldwide, non-exclusive
license, subject to the payment of a [CONFIDENTIAL
TREATMENT REQUESTED] royalty under the terms and
conditions provided in Article VII, P. 4 herein to
Xxxxxxx, with no right to sublicense except to a
related party or joint venture in which PEB owns or
has at least a fifteen percent (15%) ownership
interest, to manufacture, sell, rent, modify, use,
and otherwise exploit Xxxxxxx Property, including
PEB-Funded Property developed prior to the Effective
Date and any PEB-Funded Property developed after the
Effective Date but prior to the date of this
Agreement and delivered to PEB by Xxxxxxx within the
Access Field.
c. Except as provided in this subparagraph (c), Xxxxxxx
does not grant PEB a license in the Xxxxxxx Field. Any
area of the Xxxxxxx Field II which Xxxxxxx converts to
the Access Field pursuant to subparagraph 5(b) below
shall be governed by subparagraph 1(b) above, subject to
the [CONFIDENTIAL TREATMENT REQUESTED] royalty
provided in subparagraph 4(a)(2) below.
d. Source Code
(1) Xxxxxxx grants to PEB a non-exclusive license to
use the Xxxxxxx Source Code to create object codes
or to prepare Derivative Works, as that term is
defined at 17 U.S.C. 101, of the Xxxxxxx Source
Code, within the Exclusive Field and the Access
Field. Within the Xxxxxxx Field, Xxxxxxx grants
PEB a non-exclusive license to portions of the
Xxxxxxx Source Code excluding the algorithms, and
agrees not to assert that any algorithms used by
PEB which are not part of the Xxxxxxx Source Code
are Derivative Works of the Xxxxxxx Source Code if
said PEB algorithms do not fall within the claims
of any patents or trade secrets owned by Xxxxxxx
and listed in Attachment A to be agreed to by the
Parties within twenty (20) days of the date of
this Agreement.
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(2) PEB agrees that the Xxxxxxx Source Code is the
copyrighted property and the proprietary
information of Xxxxxxx and that title to the
Xxxxxxx Source Code remains in Xxxxxxx. PEB will
take all reasonable steps to prevent disclosure of
the Xxxxxxx Source Code to any unrelated third
party. PEB shall have no obligation to maintain
the confidentiality of any information which: (i)
is now or hereafter, through no act or failure on
the part of the PEB, becomes generally known or
publicly available; (ii) is known to PEB at the
time of disclosure by Xxxxxxx; (iii) becomes known
to PEB without restriction from another source
without breach of this License; or (iv) is at any
time developed by PEB independently of any such
disclosure from Xxxxxxx. This obligation shall
expire five (5) years from the effective date
above.
(3) PEB will reproduce any notices, including any
proprietary notices and copyright notices, on/in
the Xxxxxxx Source Code on/in any object code
incorporating portions of the Xxxxxxx Source Code.
2. Licenses from PEB to Xxxxxxx and Its Clients.
a. PEB grants to Xxxxxxx a royalty-free license, with no
right to sublicense, to use U.S. Patent No. 5,264,933
issued to Xxxxxx, et al. ("Xxxxxx") and all PEB owned
Property developed prior to the Effective Date for
research purposes only within the Research Field but
outside of the Exclusive Field.
b. PEB grants to Xxxxxxx in the Access Field and in the
Xxxxxxx Field, a non-exclusive license, with right to
sublicense Xxxxxxx'x other clients, to Xxxxxx and to PEB
owned Property developed prior to the Effective Date at
the rates specified in paragraph 5 below. The parties
agree that Xxxxxxx and its clients have and shall have
no rights to Xxxxxx or other PEB Owned Property under
the Research Agreement or this Amendment except as
provided in this subparagraph.
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B.5. The provisions of Article VII, P. 4, including subparagraphs
4(a)-(f), Royalties, are hereby deleted and the following are substituted in
their stead:
4. Royalties from PEB to Xxxxxxx
4(a). In consideration for Xxxxxxx entering into this
Agreement and staying out of the Exclusive Field, as
described in Articles VII and VIII, and for the licenses
granted to PEB, PEB shall pay to Xxxxxxx royalties based
on PEB Gross Revenue. Such royalties survive this
Agreement and continue in effect as long as PEB, its
successors or assigns remain in the Exclusive Field, and
Xxxxxxx shall remain out of the Exclusive Field as long
as royalties are paid. Xxxxxxx agrees that it will not
grant any other license in PEB's Exclusive Field and
will not compete with PEB in the Exclusive Field so long
as the royalties are paid by PEB. The amount of
royalties due Xxxxxxx shall be calculated based on the
following schedules.
(1) Within the Exclusive Field
Cumulative Gross Revenue Royalty
------------------------ -------
[CONFIDENTIAL TREATMENT REQUESTED]
(2) Within the Access Field.
[CONFIDENTIAL TREATMENT REQUESTED]
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Exclusive Field shall be subject to the royalties
provided in 4(a)(1) above.
4(b). Deferral of Royalties. Royalties within the Exclusive
Field shall accrue until such time that PEB's Cumulative
Gross Revenue reaches $20,000,000 or until January 1,
1999, whichever occurs first. Payments for all accrued
royalties shall commence after PEB's Cumulative Gross
Revenue exceeds $20,000,000 or on January 1, 1999,
whichever occurs first, in four equal quarterly
installments beginning three (3) months after PEB's
Cumulative Gross Revenue exceeds $20,000,000 or January
1, 1999, whichever occurs first.
The minimum quarterly royalty payment to maintain the
licenses in the Xxxxxxx Property in effect beginning one
quarter after January 1, 1999 shall be One Hundred
Thousand Dollars ($100,000) for the Exclusive Field
defined in Article I, paragraph 1. For the first two (2)
years, PEB shall have the option of paying the minimum
royalty in cash or in PEB stock at its last issue price.
There shall be no minimum royalties outside the
Exclusive Field.
4(c). Once Cumulative Gross Revenues have reached $20,000,000
or on January 1, 1999, whichever occurs first, PEB shall
commence paying royalties quarterly based on the
financial records of PEB for the preceding quarter in
accordance with the schedule of Royalties, as defined in
paragraph 4(a) above of this Article VII.
4(d). An annual statement of PEB Gross Revenue, PEB Access
Field Revenue, Cumulative Gross Revenue and the
royalties due to Xxxxxxx shall be provided by PEB at
PEB's expense by an independent, certified public
accountant of PEB's choice. Xxxxxxx shall have the right
to have such statement reviewed by an independent
Certified Public Accountant of Xxxxxxx'x choice and at
Xxxxxxx'x expense on an annual basis.
4(e). PEB may terminate its payments and licenses under
subparagraphs 4(b) or 4(c) of this Article VII, at PEB's
election, at any time subsequent to subparagraph 4(c)
taking effect except that PEB shall remain liable for
any
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deferred royalties accrued up to the date of
termination. If PEB so terminates its payments, then all
licenses and the non-compete clause shall also terminate
as of the date of PEB's termination of its payments.
4(f). Each royalty payment due to Xxxxxxx under this paragraph
4 of this Article VII shall be paid during the month
following the calendar quarter covered thereby.
Royalties within the Access Field shall be payable
without the deferral provided in subparagraphs 4(b)-(c).
5. Royalties from Xxxxxxx to PEB
5(a). [CONFIDENTIAL TREATMENT REQUESTED]
5(b). [CONFIDENTIAL TREATMENT REQUESTED]
5(c). Xxxxxxx shall collect from its client and pay PEB the
royalties provided in this paragraph 5 and PEB shall not
collect said royalties directly from the Xxxxxxx client.
If PEB does not receive any payments due hereunder from
a Xxxxxxx licensee or from Xxxxxxx for any reason,
including if a particular Xxxxxxx licensee shall
terminate its payments under a licensing agreement as
provided herein, the license as to that Xxxxxxx client
or as to Xxxxxxx for that particular application shall
terminate but not Xxxxxxx'x right to grant licenses to
its other clients for other applications.
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5(d). Each royalty payment due to PEB under this paragraph 5
shall be paid during the second month following the
calendar quarter covered thereby.
5(e). A quarterly statement of the Xxxxxxx Client's Gross
Revenue or Xxxxxxx'x Xxxxx Revenue, as the case may be,
shall be provided by Xxxxxxx'x client or Xxxxxxx (the
"Reporter") at the Reporter's expense. An annual
statement of Xxxxxxx Client's Gross Revenue or Xxxxxxx'x
Gross Revenue, as the case may be, and the royalties due
to PEB shall be provided by an independent, certified
public accountant of the Reporter's choice. PEB shall
have the right to have such statement reviewed by an
independent Certified Public Accountant of PEB's choice
and at PEB's expense on an annual basis solely to
determine that the royalties paid to PEB are correct.
B.6. The anti-dilution provision contained on the top of page 2 of the
Letter Amendment dated July 9, 1992 is hereby deleted and the following is
substituted:
PEB shall provide anti-dilution protection to Xxxxxxx for the
PEB stock to which Xxxxxxx is entitled under the Agreement
that is no less favorable than that provided to all other
major holders of PEB stock of the same class, excluding shares
received through a bona fide employee stock benefit plan.
B.7. Article IV, P. 1, shall be amended as follows:
1.. The Project comprises two Phases. Phase I has been
entered into as of August 31, 1990 and will proceed according
to the Statement of Work, as described in our Proposal
00-0000-000 dated August 1, 1990 and incorporated herein by
reference. Phases II will be implemented according to the
description contained in the Phase II-Proposals, and will be
incorporated herein by reference. Xxxxxxx and PEB agree that
they will negotiate in good faith toward mutually acceptable
statements of
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work and costs for the performance by Xxxxxxx of Phase II.
Article IV shall be amended by adding new paragraphs 6-7 as
follows:
6. Ongoing Work by Xxxxxxx.
a Xxxxxxx physically delivered to PEB the first prototype
unit on April 19, 1995. PEB agrees to return to Xxxxxxx
the two ACCOM units delivered to PEB in 1994.
b. PEB shall pay to Xxxxxxx a total of Four Hundred Forty
Seven Thousand Dollars ($447,000); Four Hundred Thousand
Dollars ($400,000) of this total on the date of this
Agreement and the remaining Forty Seven Thousand Dollars
($47,000) on the six (6) month anniversary of the date
of this Agreement.
c. The parties hereby mutually release and discharge each
other from any and all claims or liabilities arising
under Phase II of the Research Agreement and all
proposals and amendments related thereto, for the cost
of parts and components for the second prototype unit,
the Occlusion Task and the performance of the additional
tasks undertaken by Xxxxxxx at PEB's direction between
the Effective Date and date of this Agreement.
7. The parties hereby agree that except as provided herein, all
rights and obligations contained in the Research Agreement as
amended, including those in Article IV, paragraph 1, as
amended in 5.7 above, regarding the performance of tasks by
Xxxxxxx and the payment thereof by PEB are hereby deemed fully
satisfied and terminated. Xxxxxxx hereby acknowledges that
except as provided herein, the obligations assumed hereunder
by PEB shall be in full satisfaction of all moneys which
Xxxxxxx claims are owing as a result of work performed on the
project. All future work for Xxxxxxx by PEB shall be under
terms and conditions to be negotiated in good faith at the
time that PEB requests that the work be performed.
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B8. Dispute Resolution Mechanism. Any and all disputes arising out
of or in connection with the negotiation, execution,
interpretation, performance, or non-performance of this
Amendment other than those matters relating to the validity,
enforceability or infringement of a patent, including any
dispute regarding the validity, scope and enforceability of
this arbitration provision, shall be solely and finally
settled by arbitration.
Either party hereto may demand arbitration, in writing, to the
other party. Within thirty (30) days of such demand, the
parties shall select a mutually acceptable arbitrator, who
shall be a professional trained and experienced in the subject
matter of the dispute. If the parties are not able to select a
mutually acceptable arbitrator by such thirty (30) day
deadline, then by such thirty (30) day deadline each party
shall nominate a person to serve as such party's selector.
Such selector shall be independent of the party appointing
him. The two selectors so appointed shall select an
arbitrator, who shall be a professional trained and
experienced in the subject matter of the dispute and
independent of each of the parties. Should either party fail
to appoint its selector within thirty (30) days of the demand
for arbitration, then the requesting party shall name both
selectors and they shall proceed to name the arbitrator as
provided above.
The arbitration shall be conducted in New Jersey in accordance
with rules chosen by the arbitrator.
The arbitrator shall apply the internal law of the State of
New Jersey and shall have the power to grant all legal and
equitable remedies and award compensatory damages provided by
New Jersey law, including, without limitation, the right to
order equitable relief, but shall not have the power to award
punitive damages.
The award of the arbitrator shall be final and binding upon
the parties, and judgment upon any award rendered by the
arbitrator may be entered by any state or federal court having
jurisdiction thereof.
In his award, the arbitrator may, at his discretion, allocate
against the losing parties all costs of arbitration, including
the fees of the
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arbitrator, and reasonable attorneys' fees, costs, and expert
witness expenses of the parties.
The parties intend that this agreement to arbitrate shall be
valid, enforceable and irrevocable.
B.9. Article VII, P.P. 5 and 6; Article VIII, P. 3; and Article XI
are hereby deleted.
B.9 Article V, P. 1, delete "after completion of all Phases of the
Project" and insert "after the Effective Date except for Article VII.1.d where
the obligation shall expire five (5) years from the date of this Amendment."
ACCEPTED AND AGREED TO
Princeton Electronic Billboard, Inc.
By: /s/ Xxx XxXxxxxx
---------------------------------
Name: Xxx XxXxxxxx
Title: Vice President
Date: 6/26/95
Xxxxx Xxxxxxx Research Center, Inc.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President, Finance & Business Operations
Date: 6/26/95
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