EXHIBIT 10.4
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS
EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND REPLACED WITH [****] AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "AGREEMENT") is entered into and is
effective on this 25th day of July, 2003 (the "EFFECTIVE DATE") by and between
MICROSOFT CORPORATION, a Washington corporation with principal offices in
Redmond, Washington ("MICROSOFT") and IMMERSION CORPORATION, a Delaware
corporation with principal offices in San Jose, California ("IMMERSION"), each a
"PARTY" and collectively, the "PARTIES."
RECITALS
WHEREAS, Immersion has the right to grant a license to Microsoft and
its Subsidiaries under certain patent rights more fully described below; and
WHEREAS, Microsoft desires to acquire a license under such patent
rights, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Parties agree as follows:
AGREEMENT
1. DEFINITIONS.
(a) "ADULT PRODUCT" means: [****] content, access to
which may be lawfully provided solely to users who certify that they are at
least 18 years of age; and (ii) media (e.g. videos, CDs and DVDs) containing the
content described in (i), but only to the extent that the rights to create the
content and/or media described in (i) and (ii) above have been licensed prior to
the Effective Date under the Licensed Patents to another party on an exclusive
basis.
(b) "CONDITIONAL PATENTS" means Patents for which the
grant of licenses, releases, or freedom from suit to Microsoft or Microsoft
Subsidiaries results in an obligation to pay, or the payment of, additional
royalties by Immersion or its Subsidiaries to third parties (except for payments
among Immersion and its Subsidiaries, and payments made to third parties for
inventions made by said third parties while employed by or under an obligation
to assign inventions to Immersion or any of its Subsidiaries).
(c) "FOUNDRY PRODUCT" means a product which is designed
by or for a third party without substantial input from Microsoft, and
manufactured, reproduced, sold, leased, licensed or otherwise transferred from
Microsoft to that third party (or to customers of, or as directed by, that third
party) on essentially an exclusive basis.
(d) "LICENSED PATENTS" means all Patents under which
Immersion or any of its present or future Subsidiaries owns or has as of the
Effective Date (or as of the acquisition date in the case of future
Subsidiaries), or thereafter obtains, the ability or right to grant licenses,
releases or freedom from suit, with the exception of Conditional Patents.
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PROVIDED UNDER RULE 408
(e) "LICENSED PRODUCT" means all hardware, software, and
services, excluding Adult Products, Medical Products, and Foundry Products.
(f) "MEDICAL PRODUCT" means any hardware product,
software product, or combination of hardware and software that uses Touch
Technology for the medical treatment of patients, the training of medical
personnel for medical procedures, or the simulation of any medical procedure.
General purpose hardware or software whose primary function is not the delivery
of one of the foregoing is not a Medical Product.
(g) "MICROSOFT AND MICROSOFT SUBSIDIARY OPERATING SYSTEM"
means an Operating System that is sold, licensed, sublicensed, or otherwise
distributed by Microsoft or Microsoft's Subsidiaries to third parties.
(h) "OPERATING SYSTEM" means software, including
firmware, that [****] Examples include [****]
(i) "PATENT" means any patent, patent application,
provisional application, continuation, continuation-in-part, divisional,
reissue, renewal, reexamination, utility model, design patent, and foreign
counterparts thereof.
(j) "PERIPHERAL DEVICE" means a hardware peripheral
device which communicates with but is physically separate from a primary
computer (such primary computer being, for example, a personal computer or a
game console), or is physically separate from the primary computing processor
when used in a device other than a primary computer (such primary computing
processor being, for example, a processor contained in a smart refrigerator).
For example, a standalone gamepad, touchpad, joystick, wheel, or haptic control
knob that communicates (by wired or wireless means) with a personal computer is
a "Peripheral Device" as each of those devices is physically separated from the
"primary computer" with which it communicates. Similarly, a joystick built into
a control panel on an aircraft carrier or a touchpad built into the door of a
refrigerator is also a "Peripheral Device," as each of those user input controls
is separate from the primary computer or primary computing processor with which
such user input control communicates. For purposes of this Agreement, the
Parties expressly agree that:
(i) an arcade-style gaming device shall not be
deemed a "Peripheral Device" for purposes of this definition and this Agreement,
even if it includes or comprises a touch sensation mechanism, for example, a
vibrating seat, vibro-gamepad, touchpad, slider, touchscreen, joystick, wheel,
or haptic control knob;
(ii) a [****] other than a portable keyboard not
distributed in connection with the device with which it interacts), laptop
computer, Tablet PC or Smart Display device (including any associated styluses
or pens, solely when bundled with and used in conjunction with such Tablet PC or
Smart Display device or replacement components for the foregoing which may be
sold separately), or "Game Boy" -type handheld gaming device) is not a
"Peripheral Device," even if it includes or comprises a vibrating seat,
vibro-gamepad, touchpad, slider, touchscreen, joystick, wheel, or haptic control
knob; and
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PROVIDED UNDER RULE 408
(iii) any physically separate hardware device
(other than styluses, pens, or similar-type devices bundled with and used in
conjunction with Tablet PCs or Smart Display-type devices, or replacement
components for the foregoing which may be sold separately) which communicates
with any of the devices identified in (i) or (ii) above is a Peripheral Device
(for example, a gamepad that communicates (by wired or wireless means) with a
laptop is a "Peripheral Device").
(k) "SUBSIDIARY" means a corporation, company or other
entity: (i) fifty percent (50%) or more of whose outstanding shares or
securities (representing the right to vote for the election of directors or
other managing authority) are, now or hereafter, owned or controlled, directly
or indirectly, by a Party hereto, but such corporation, company or other entity
shall be deemed to be a Subsidiary only so long as such ownership or control
exists; or (ii) which does not have outstanding shares or securities, as may be
the case in a partnership, joint venture or unincorporated association, but
fifty percent (50%) or more of whose ownership interest representing the right
to make the decisions for such corporation, company or other entity is, now or
hereafter, owned or controlled, directly or indirectly, by a Party hereto, but
such corporation, company or other entity shall be deemed to be a Subsidiary
only so long as such ownership or control exists.
(l) "TOUCH TECHNOLOGY" means technology related to
calculating, processing, amplifying, communicating, transmitting, controlling,
applying, producing, using, or enhancing touch sensations or information related
to the sense of touch (e.g., resistance, texture, force). Examples include force
feedback, vibration, and tactile response applications.
(m) All terms not defined herein shall have the meaning
set forth in the Settlement Agreement and Mutual Release executed by Microsoft
and Immersion simultaneously with the execution of this Agreement (the
"SETTLEMENT").
2. LICENSE RIGHTS.
(a) LICENSE TO LICENSED PATENTS. Subject to the terms of
this Agreement, Immersion, on behalf of itself and its Subsidiaries, hereby
grants to Microsoft and its Subsidiaries a worldwide, perpetual, paid-up,
irrevocable, non-terminable, royalty-free and non-exclusive license under the
Licensed Patents to make, have made, use, lease, distribute, have distributed,
publish, have published, import, offer for sale, provide as a service, sell, or
otherwise dispose of Licensed Products.
(b) SUBLICENSING RIGHTS. Immersion, on behalf of itself
and its Subsidiaries, hereby irrevocably and non-terminably grants to Microsoft
and its Subsidiaries the worldwide, royalty-free (subject to the terms of
Section 2(e)), paid-up right to sublicense the Licensed Patents (excluding
Patents not directed to Touch Technology) to third parties (excluding Sony
Corporation, Sony Computer Entertainment, Inc., Sony Computer Entertainment of
America, Inc., any of their Subsidiaries or successors (collectively, "Excluded
Sublicensees"), and any other entity solely to the extent that such other entity
provides services to or makes products designed specifically for use in
conjunction with the products of the Excluded Sublicensees). The right to
sublicense shall exclude the following fields of use:
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PROVIDED UNDER RULE 408
(i) Medical Products, Adult Products or Foundry
Products;
(ii) hardware, (a) to the extent that such
hardware does not use and is not controlled by a Microsoft or Microsoft
Subsidiary Operating System, or, (b) if such hardware can use or be controlled
by multiple Operating Systems (including a Microsoft or Microsoft Subsidiary
Operating System), to the extent that such hardware uses and is controlled by an
Operating System other than a Microsoft or Microsoft Subsidiary Operating
System;
(iii) software and services, to the extent that
they do not use or run on a Microsoft or Microsoft Subsidiary Operating System;
and
(iv) Peripheral Devices.
In the event that at any given date Microsoft enters into an agreement
with a third party which grants such third party a sublicense under the Licensed
Patents, as permitted under this Section 2(b), such third party shall not by
virtue of such sublicense from Microsoft be excused from such third party's
obligations to pay Immersion pursuant to any agreement entered into by Immersion
and such third party prior to such date.
(c) COMBINATIONS. Immersion, on behalf of itself and its
Subsidiaries, hereby covenants not to xxx any third party, under any Licensed
Patent claim, for making, using, selling, importing, offering for sale,
providing as a service, leasing, distributing or otherwise disposing of a
Licensed Product created or distributed by or for Microsoft or a Microsoft
Subsidiary in combination with one or more other items licensed by, or sold or
manufactured by or for, such third party, but only to the extent that:
(i) the sale of the Licensed Product by
Microsoft (or one of its Subsidiaries) would, absent this Agreement, constitute
direct or contributory infringement of such Licensed Patent claim; and
(ii) such Licensed Patent claim would not be
directly or contributorily infringed by such other item(s) separate and apart
from the combination with such Licensed Product. For the purposes of this
Section, the determination of infringement above shall assume the existence of
any necessary knowledge or intent required to constitute contributory
infringement.
(d) PRODUCT/SERVICE RELATED MATERIALS. Immersion, on
behalf of itself and its Subsidiaries, hereby represents, warrants and covenants
not to xxx Microsoft or any Microsoft Subsidiary for contributory infringement
or induced infringement of the Licensed Patents arising out of the publication
or distribution of product and/or service-related: (1) documentation for a
Microsoft or Microsoft Subsidiary Licensed Product (e.g., reference designs,
specifications, etc.), and (2) marketing, training and/or support relating to a
Microsoft or Microsoft Subsidiary Licensed Product. The foregoing sentence shall
not be construed to provide customers of Microsoft or Microsoft Subsidiaries
with any implied licenses or sublicenses.
(e) CONDITIONAL PATENTS. Immersion on behalf of itself
and its Subsidiaries, agrees that upon written request, it will grant to
Microsoft and Microsoft Subsidiaries to the broadest extent and under the most
favorable terms and conditions (including the most favorable
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PROVIDED UNDER RULE 408
royalty terms) which Immersion then has the ability or right to do, a license,
release and covenant with respect to any Conditional Patents under the terms,
conditions, licenses and covenants granted herein. Such license, release and
covenant shall be granted under a separate agreement upon payment to Immersion
of the additional royalty or other consideration which Immersion or any of its
Subsidiaries is obligated to pay to a third party because of the grant of such
license, release or covenant thereunder. In the event that Immersion's
obligation to pay a particular licensor is based on a percentage of Immersion's
sublicensing revenues from such Conditional Patents, Microsoft and Immersion
agree to negotiate a reasonable payment based on the fair market value of the
sublicense of such Conditional Patents. If Immersion sublicenses such
Conditional Patents to other parties, the fair market value shall be no more
than the best terms that Immersion grants or has granted to other sub-licensees
for the same or similar sublicense.
(f) TRANSFER OF PATENTS. Immersion agrees that any
transfer or assignment of the Licensed Patents shall be subject to the licenses
granted to Microsoft and Microsoft's Subsidiaries under this Agreement. In the
event that Immersion assigns rights to an invention that is documented and ready
for patenting but for which an application has not yet been filed, in any way
for the purpose of avoiding the resulting patent application being captured as a
"Licensed Patent" under this Agreement (for example, to a licensing entity such
as Refac or ThinkFire), Immersion agrees that such transfer shall be subject to
this Agreement and that any resulting Patent(s) on the transferred invention
shall be included as Licensed Patent(s). The foregoing shall not apply to (1)
bona fide transactions that do not include as a purpose of such transactions an
intent to avoid capturing any invention as a "Licensed Patent" under this
Agreement an invention that is documented and ready for patenting but for which
an application has not yet been filed; and (2) the following types of
transactions:
(i) A development agreement where the total
compensation rendered to Immersion is less than [****] Immersion's costs of
performing such development;
(ii) A development or asset sale agreement where
the sole compensation rendered to Immersion is [****]
(iii) A development or asset sale agreement where
the sole compensation rendered to Immersion [****]
(iv) Any standard development agreement or
agreement for sale of technology to an entity that intends to use the developed
or transferred technology in the entity's products.
Microsoft shall use good faith efforts to respond to any requests by
Immersion to determine if a given agreement falls within the terms of (i)
through (iv) above.
(g) OWNERSHIP. Except as expressly licensed to Microsoft
in this Agreement, Immersion retains all right, title and interest in and to the
Licensed Patents. Immersion reserves all rights not expressly granted in this
Agreement.
3. PAYMENT. Within five (5) days after the Effective Date,
Microsoft shall pay Immersion by cashier's check, wire transfer or other
immediately available funds, nineteen
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PROVIDED UNDER RULE 408
million nine hundred thousand dollars (USD $19,900,000), in consideration of the
rights and covenants set forth herein.
4. ADDITIONAL RIGHTS, OBLIGATIONS/RESTRICTIONS.
(a) NO OBLIGATIONS. Notwithstanding any other provision
of this Agreement, Microsoft will have no obligation to market, sell or
otherwise distribute Licensed Products.
(b) MEMBERSHIP IN MICROSOFT TOOL AND MIDDLEWARE PROGRAMS.
Immersion will have the right to apply for and participate in all publicly
available Microsoft tool and middleware programs in accordance with their
standard terms, conditions, and fees.
(c) NO RESTRICTIONS. Nothing in this Agreement will be
construed as restricting Microsoft's ability to acquire, license, develop,
manufacture or distribute for itself, or have others acquire, license, develop,
manufacture or distribute on its behalf, similar technology performing the same
or similar functions as the technology subject to the Licensed Patents, or to
market and distribute such similar technology in addition to, or in lieu of, the
technology subject to the Licensed Patents.
(d) MAINTENANCE OF PATENTS. In the event Immersion plans
to forego payment of any maintenance fees or not take any other steps required
to maintain Immersion's rights under any of the Licensed Patents, Immersion
shall assign, without additional compensation, all right, title, and interest in
and to the applicable Licensed Patents to Microsoft. If any of the Licensed
Patents lapses (other than by expiration), then Immersion will promptly use its
best efforts to revive the patent. It shall not be a breach of this Agreement,
and the above provisions of this Section 4(d) shall not apply, if a Licensed
Patent lapses because of an inadvertent failure to pay any maintenance fees or
inadvertent failure to take any other steps required to maintain Immersion's
rights under any of the Licensed Patents.
5. CONFIDENTIALITY. The terms and conditions, but not the
existence, of this Agreement shall be treated as confidential information by the
Parties, and neither Party shall disclose the terms or conditions of this
Agreement to any third party (other than its Subsidiaries licensed pursuant to
this Agreement) without the prior written permission of the other Party. Each
Party, however, shall have (a) the right to represent to third parties that such
Party is licensed for the products and patents as provided by this Agreement,
and (b) the right to make disclosures to the extent required by an order of
court, regulation of another governmental body, or otherwise by law or by a
stock exchange, provided that the Party shall promptly provide written notice to
the non-disclosing Party of the intended disclosure and of the court order or
regulation prior to such disclosure and that the Party shall take all reasonable
steps to minimize such disclosure by, for example, obtaining a protective order
and/or appropriate confidentiality provisions requiring that such information to
be disclosed be used only for the purpose for which such law, order, regulation
or requirement was issued. Additionally, each Party may disclose the terms and
conditions of this Agreement to the extent reasonably necessary, under a
suitable confidentiality agreement, to its accountants, attorneys, financial
advisors and in connection with due diligence activities relating to the sale of
the stock or a portion of the business of a Party or its Subsidiaries.
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PROVIDED UNDER RULE 408
6. WARRANTIES.
(a) IMMERSION. Immersion represents, warrants, and
covenants that:
(i) it has the full power and has taken the
necessary and appropriate steps to enter into this Agreement and assume the
obligations hereunder;
(ii) it has the right to license the Licensed
Patents, and it has the full power and has taken the necessary and appropriate
steps to enter into this Agreement and assume the obligations hereunder, and to
grant the license rights and covenants set forth herein;
(iii) it has not previously and will not grant any
rights in the Licensed Patents to any third party that are inconsistent with the
rights granted to Microsoft herein;
(iv) [****];
(v) as of the Effective Date, the issued
Licensed Patents owned by Immersion are subsisting and have not lapsed or
otherwise become abandoned;
(vi) as of the Effective Date, there are no
actual or threatened lawsuits or claims relating to the Licensed Patents other
than (i) the Lawsuit (as defined in the Settlement), (ii) contract, business or
licensing discussions with existing or potential licensees and customers, and
(iii) as set forth in Schedule 3.12 to the Series A Redeemable Convertible
Preferred Stock Purchase Agreement executed by the Parties on even date
herewith; and
(vii) as of the Effective Date, Immersion
believes, in good faith, that the issued Licensed Patents owned by Immersion are
valid and enforceable.
(b) BY MICROSOFT. Microsoft represents, warrants, and
covenants that it has the full power and has taken the necessary and appropriate
steps to enter into this Agreement and assume the obligations hereunder.
(c) DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS
6(a) AND 6(b) ABOVE, THE PATENTS ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF
ANY KIND. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Nothing in this Agreement shall be construed (i) as a warranty or representation
by Immersion as to the validity or scope of any Licensed Patents; (ii) as a
warranty or representation that anything made, used, sold or otherwise disposed
of under any license or sublicense granted in or under this Agreement is or will
be free from infringement by patents, copyrights, trade secrets, trademarks, or
other rights of third parties; (iii) as granting by implication, estoppel or
otherwise any licenses or rights under patents or other intellectual property
rights of Immersion other than expressly granted herein; or (iv)(a) to require
Immersion to file any patent application, or (b) as a warranty that Immersion
will be successful in securing the grant of any patent or any reissue or
extensions thereof. Immersion does not assume any responsibility for the
manufacture of any product that is manufactured or sold by or for Microsoft or
Microsoft's Subsidiaries, or their
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PROVIDED UNDER RULE 408
sublicensees. All warranties in connection with such products shall be made by
the manufacturer or seller of such products.
7. TERM; TERMINATION.
(a) TERM. Unless terminated by Microsoft pursuant to
Section 7(b), the term of this Agreement shall be from the Effective Date until
the expiration of the last to expire of the Licensed Patents.
(b) TERMINATION. The parties expressly agree that this
Agreement may not be terminated by Immersion, even in the event of Microsoft's
breach of this Agreement. Notwithstanding the foregoing, Microsoft may terminate
this Agreement in its sole discretion and at any time upon thirty (30) days'
written notice in advance to Immersion. In the event Microsoft elects to
terminate this Agreement, (i) such termination shall not terminate or otherwise
affect any sublicenses granted by Microsoft under this Agreement prior to such
termination, and (ii) Sections 5, 6, 7(b), 8, and 9 shall survive. Termination
of this Agreement by Microsoft shall not in any way affect or relieve
Microsoft's obligations to make payment pursuant to Section 2(e).
8. LIMITATION OF LIABILITIES. NEITHER PARTY WILL BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATING TO
THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
9. GENERAL.
(a) NOTICES. All notices and requests in connection with
this Agreement will be given in writing and will be deemed given as of the day
they are received either by messenger, delivery service, or in the mails of the
United States of America, postage prepaid, certified or registered, return
receipt requested, and addressed as follows:
TO: MICROSOFT TO: IMMERSION
Microsoft Corporation Immersion Corporation
Attention: Vice President, Intellectual Attention: Vice President,
Property Legal Affairs
One Microsoft Way 000 Xxx Xxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000 Xxx Xxxx, Xxxxxxxxxx 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
Copy to: Law & Corporate Affairs
Fax: (000) 000-0000
or to such other address as the Party to receive the notice or request so
designates by written notice to the other.
(b) INDEPENDENT CONTRACTORS. The Parties are independent
contractors, and nothing in this Agreement will be construed as creating an
employer-employee relationship, a
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PROVIDED UNDER RULE 408
partnership, or a joint venture between the Parties. Neither Party will have the
power to bind the other Party or incur obligations on the other Party's behalf
without the other Party's prior written consent.
(c) GOVERNING LAW. This Agreement shall be construed and
controlled by the laws of the State of Washington, and each Party consents to
exclusive jurisdiction and venue in the federal courts sitting in King County,
Washington, unless no federal subject matter jurisdiction exists, in which case
each Party consents to exclusive jurisdiction and venue in the Superior Court of
King County, Washington. Each Party waives all defenses of lack of personal
jurisdiction and forum non-conveniens. Process may be served on either Party in
the manner authorized by applicable law or court rule. In any action to enforce
any right or remedy under this Agreement or to interpret any provision of this
Agreement, the prevailing Party shall be entitled to recover its reasonable
attorneys' fees, costs and other expenses.
(d) ASSIGNMENT. This Agreement will be binding upon and
inure to the benefit of each Party's respective successors and lawful assigns.
Microsoft will have the right to assign this Agreement or any or all of its
rights under the Agreement, in whole or in part (in any case together with all
restrictive terms continuing with such assignment) to any purchaser of any
Microsoft business that uses the licenses granted herein, provided that (i) such
purchaser of a Microsoft business may use the assigned rights solely as
necessary to operate such purchased Microsoft business, (ii) the assignee's
license rights under Section 2(a) shall exclude the fields of use specified in
Sections 2(b)(ii) and (iii), and (iii) in any case Microsoft may not assign any
of its rights under this Agreement to Sony Corporation, Sony Computer
Entertainment, Inc., Sony Computer Entertainment of America, Inc., Nintendo,
Inc., or any of their Subsidiaries or successors. This Agreement may be assigned
by Immersion to any acquiror of all or substantially all of the business or
assets of Immersion, or in connection with a merger. Microsoft and Immersion
will each have the right to merge or consolidate without the prior approval of
the other Party. Except as permitted above, assignment of this Agreement,
whether by contract, operation of law, or otherwise, will be void.
(e) CONSTRUCTION. If for any reason a court of competent
jurisdiction finds any provision of this Agreement, or portion thereof, to be
unenforceable, that provision of the Agreement will be enforced to the maximum
extent permissible so as to effect the intention of the Parties, and the
remainder of this Agreement will continue in full force and effect. Failure by
either Party to enforce any provision of this Agreement will not be deemed a
waiver of future enforcement of that or any other provision. This Agreement has
been negotiated by the Parties and their respective counsel and will be
interpreted fairly in accordance with its terms and without any strict
construction in favor of or against either Party.
(f) ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the Parties with respect to the subject matter hereof
and merges all prior and contemporaneous communications regarding the subject
matter hereof. This Agreement will not be modified except by a written agreement
dated subsequent to the Effective Date and signed on behalf of Immersion and
Microsoft by their respective duly authorized representatives. This Agreement
may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original, and all of which taken together shall
constitute one and the
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PROVIDED UNDER RULE 408
Agreement. Delivery of an executed counterpart of this Agreement by facsimile
transmission shall be effective as delivery of an originally executed
counterpart of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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SIGNATURE PAGE TO THE
LICENSE AGREEMENT
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the
Effective Date written above.
IMMERSION CORPORATION
By: ______________________________________
XXXXXX XXXXXX
President, Chief Executive Officer and
Chief Financial Officer
MICROSOFT CORPORATION
By: ______________________________________
Name:
Title:
By: ______________________________________
Name:
Title:
By: ______________________________________
Name:
Title:
By: ______________________________________
Name:
Title:
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