DVD PATENT LICENSE AGREEMENT





         This DVD PATENT LICENSE AGREEMENT is made between Toshiba Corporation

("Licensor"), a Japanese corporation having its principal place of business at

1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan, under authorization of

the members of the DVD Patent Licensing Group (or "Group", as listed in Exhibit

1 hereto, as may be amended from time to time by Licensor), and Metatec

International, Inc. ("Licensee"), a Ohio corporation having its principal place

of business at 7001 Metatec Boulevard, Dublin, OH 43017, USA, and is effective

as of December 31, 2002 (the "Effective Date").



         WHEREAS, members of the Group have been engaged in the research and

development of systems in which data encoded in digital form and stored on a

disc are read and outputted (whether as data or signals) by means of devices

using an optical read-out beam (such systems, the "DVD Systems"); and



         WHEREAS, members of the Group and others have defined standards for the

DVD Systems, including standards for the production and use of DVD products

constituting the DVD Systems and providing for the interoperability of such DVD

products; and



         WHEREAS, members of the Group own valuable patents (and patent

applications) that are Essential (hereinafter defined) to make, use and sell DVD

Products (as defined in Exhibit 3 hereto), as listed in Exhibit 2 hereto (the

"DVD Patents," as more specifically defined in Exhibit 3 hereto); and



         WHEREAS, members of the Group believe that a non-exclusive joint

licensing program, under which licensees can obtain access to as many Essential

patents as possible in one transaction, is an efficient method for licensing DVD

Patents for the benefit of licensees and the public, and have granted Licensor

the right to grant such licenses with respect to the DVD Patents on their behalf

to licensees that wish to make, use or sell DVD Products; and



         WHEREAS, Licensee wishes to obtain a license under the DVD Patents to

make, use and sell the DVD Products;



NOW, THEREFORE, the parties agree as follows:





                                    ARTICLE 1

                                ADDITIONAL TERMS



         1.1 In addition to the terms set forth herein, this Agreement shall

include as terms the DVD Patent License Conditions (the "Conditions"), as set

forth in Exhibit 3 hereto. Terms not defined herein shall have the meaning

ascribed to them in the Conditions, and vice versa.



         1.2 Royalties payable by Licensee hereunder are specified in the

Conditions.





{PAGE}





                                    ARTICLE 2

                         DVD PATENT LICENSE AND RELEASE



         2.1 Licensor hereby grants to Licensee and its Affiliates a

non-exclusive, non-transferable license to make, have made, use, sell, and

otherwise dispose of DVD Products under the DVD Patents or any of their claims

pursuant to the Conditions of Exhibit 3.



    2.1.A DVD Players and DVD Decoders (as defined in Article 1 of

Exhibit 3) on which applicable royalties are paid pursuant to paragraph 2.4 of

Exhibit 3 are licensed for use only with DVD Discs for which royalties have been

paid pursuant to paragraph 2.3 of Exhibit 3. DVD Discs on which applicable

royalties are paid pursuant to paragraph 2.3 of Exhibit 3 are licensed for use

only with DVD Players and DVD Decoders for which royalties have been paid

pursuant to paragraph 2.4 of Exhibit 3.



         2.2 Licensor hereby releases Licensee and its Affiliates and their

customers from any and all claims of infringement of the DVD Patents arising

from Licensee's or its Affiliates' manufacture, use, sale, or disposal by other

means of DVD Products for the period prior to the Effective Date of this

Agreement pursuant to the Conditions of Exhibit 3.



         2.3 Instead of dealing with Licensor to obtain licenses for DVD Patents

of the members of the Group, Licensee shall have the option to negotiate and

take a license under any DVD Patents and other related patents owned by each

member of the Group pursuant to separate negotiations with each of the members

on fair, reasonable and non-discriminatory terms, whether or not Licensee

intends to manufacture and/or sell DVD Products in conformity with the DVD

Standard Specifications.



         2.4 IT IS EXPRESSLY UNDERSTOOD THAT THE RIGHTS AND LICENSES GRANTED

PURSUANT TO THIS AGREEMENT DO NOT EXTEND TO ANY PRESENT OR FUTURE RIGHTS

WHATSOEVER TO USE THE DVD FORMAT BOOKS OR DVD LOGOS.



                                    ARTICLE 3

                                  LICENSE BACK



         3.1 Licensee hereby agrees to grant to each member of the Group and its

Affiliates and each of the other licensees of Licensor under the DVD Patents, a

non-exclusive license to and release from any and all claims of infringement of

any patents that are or become Essential to make, use, or sell DVD Products and

with respect to which Licensee has or may in the future obtain rights to grant

such a license. Any such licenses and releases shall be granted upon fair,

reasonable, and non-discriminatory terms.



         3.2 Licensor shall have the right to terminate the license granted

herein under any of the DVD Patents owned by any member of the Group in the

event that Licensee has brought a claim(s) that any DVD Product made, used or

sold by any member of the Group infringes any patent(s) that are Essential to

make, use, or sell DVD Products in a lawsuit or other proceeding against the

member of the Group, and Licensee has refused to grant such member of the Group

a license on fair and reasonable terms and conditions under such patents upon

which the lawsuit or other proceeding is based for the manufacture, use or sale

of DVD Products. In the event that any dispute arises between Licensee and

Licensor or any other member of the Group as to determination of the fair and

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC