CONFIDENTIAL SETTLEMENT AND PATENT LICENSE AGREEMENTSettlement and Patent License Agreement • October 2nd, 2012 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This Confidential Settlement and Patent License Agreement, by and between Barnes & Noble, Inc., a Delaware corporation having a principal place of business at 122 Fifth Avenue, New York, New York 10011 (“Barnes&Noble”), and barnesandnoble.com llc, a Delaware limited liability corporation having a principal place of business at 76 Ninth Avenue, New York, New York 10011, Microsoft Corporation, a Washington corporation having a primary place of business at One Microsoft Way, Redmond, Washington 98052 (“MICROSOFT”), and Microsoft Corporation’s Subsidiary, Microsoft Licensing GP, a Nevada general partnership, with offices at 6100 Neil Road, Suite 210, Reno NV 89511-137 (“MLGP”), is effective as of April 27, 2012 (“Effective Date”). MICROSOFT and Barnes&Noble (individually, a “Party”; collectively, the “Parties”) agree as follows.
Commercial AgreementCommercial Agreement • October 2nd, 2012 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This Commercial Agreement (this “Agreement”), dated as of the Effective Date, is between: Microsoft Corporation, a Washington corporation (“Microsoft”); Barnes and Noble, Inc., a Delaware corporation (“B&N”); and the company to be formed by B&N and described in the Investment Agreement as “NewCo,” and identified on the signature page of this Agreement (“NewCo”).
