EXHIBIT 99.6
JOINT COLLABORATION AND LICENSE AGREEMENT
This Agreement (this "Agreement") is made this 20th day of September
2001 by and between Princeton Video Image, Inc. ("PVI") and Cablevision Systems
Corporation ("Cablevision") (PVI and Cablevision, collectively, "we" or "us").
We agree to collaborate to develop technology, including the computer
hardware, software and documentation, television set-top box interfaces,
equipment and related technology, to create virtual, in-content, interactive and
targeted advertising and enhancement products for downstream real-time insertion
of images into video at multiple distribution locations including, without
limitation, via a cable head-end, a satellite uplink facility, a neighborhood
distribution site, at individual homes, or individual receivers within a home
(such collaboration hereinafter referred to as the "Project(s)"). The Project's
primary goal will be to create such virtual, in-content, interactive and
targeted advertising and enhancement products specifically for use with
television distribution (the "Primary Goal").
We further agree to collaborate to develop additional products and
applications relating to or flowing from the Project including, without
limitation, (i) instant replay and virtual camera angle applications similar to
the application and function of EyeVision, (ii) enhancements to provide viewer
control of actual or virtual camera angles, (iii) improvements to delivery of
multiple camera angles to set top boxes, and (iv) other products and
applications as may be mutually agreed upon (such additional collaboration
hereinafter referred to as the "Additional Project(s)"). With regard to PVI's
existing relationship with Revolution Co., LLC, PVI shall use its reasonable
efforts to obtain all necessary rights and permissions from Revolution Co., LLC
on a royalty-free basis in support of and for use in connection with the
Additional Projects.
We agree that the following terms shall govern our collaboration:
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Definitions Capitalized terms herein not otherwise defined
shall have the meanings described under the
L-VIS System License Agreement dated February
4, 2001 between the parties (the "L-VIS
Agreement").
"Content Provider" shall mean an entity owning
or controlling video programming content.
"Network" shall mean a broadcast channel for
the dissemination of video programming content
through a television system, cable system,
satellite system or other such similar
broadcasting system.
"Net Revenues" means Revenues received, net
of any payments Cablevision or its Licensed
Affiliate makes to non-Affiliate Networks or
Content Providers to obtain rights to insert
Electronic Images in order to obtain Revenue,
provided that only Revenues obtained for
actual insertion of Electronic Images shall
be included, and that any other ancillary
revenues, including, without limitation,
revenues related to "e-Commerce" or
"T-Commerce" transactions, shall be excluded.
"System Operator" shall mean an entity
providing a system for distributing Networks
to end users, such as the Cablevision cable
distribution system.
Collaboration We will agree upon the specifics of our
collaboration, such as the stated goals,
activities, time lines, testing and benchmarks
where we will each commit to devote resources
and personnel reasonably available to us in a
manner to be determined to accomplish the
goals of the collaboration. We will negotiate
and agree upon our respective commitment of
assets and resources to the collaboration.
Cross-Licenses Each of us hereby grants to the other
non-exclusive licenses of intellectual
property we own or control to the extent
necessary and appropriate to the advancement
and commercialization of the Project and
Additional Projects.
License to PVI Cablevision hereby grants to PVI the
exclusive perpetual worldwide royalty-free
right to use, sublicense or otherwise
commercialize, for all purposes, any
technology and
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intellectual property rights jointly developed
under or as part of the Project and Additional
Projects, which Cablevision jointly owns and
controls with PVI, subject to retained rights.
Cablevision hereby further grants to PVI a
non-exclusive perpetual worldwide royalty free
right to use, sublicense or otherwise
commercialize any technology and intellectual
property which Cablevision solely owns or
controls, to the extent necessary to allow
PVI to exploit the Projects and Additional
Projects developed in collaboration with
Cablevision.
License to
Cablevision PVI hereby grants to Cablevision and each of
its Licensed Affiliates the non-exclusive
perpetual worldwide right to make, have made,
use, and have supplied products and services
that use, any technology, intellectual
property and products developed in
collaboration with Cablevision under or as
part of the Project and Additional Projects,
which PVI owns or controls solely or jointly
with Cablevision, or which PVI is otherwise
entitled to license or sublicense, upon terms
described below.
Unless otherwise specifically agreed, licenses
to technology and intellectual property
developed under or as part of, and products
emanating from, the Project or Additional
Projects, and not directly relating to the
Primary Goal, shall be royalty free to
Cablevision and its Licensed Affiliates.
Unless agreed to by PVI in advance, in
writing, or otherwise permitted in accordance
with the other terms of this Agreement,
Cablevision and its Licensed Affiliates shall
not: (i) sublicense, lease, sell, assign, rent
or otherwise transfer to others, otherwise
dispose of, rights granted hereunder to use
technology licensed by PVI; or (ii) transfer,
assign, relicense or otherwise dispose of such
license rights under this Agreement.
Technology and intellectual property developed
under or as part of, and products emanating
from, the Project or Additional Projects,
relating to the Primary Goal, are hereby
licensed upon the following terms:
With respect to Cablevision's and its Licensed
Affiliates' rights as a System Operator where
Cablevision or its Licensed Affiliate performs
downstream insertion of Electronic Images into
programming content owned or
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controlled by any rightsholders (whether or
not Affiliates of Cablevision) the following
terms shall apply:
(1) Cablevision and its Licensed
Affiliates shall pay PVI the royalty
or revenue sharing rate set forth
below multiplied by the amount of Net
Revenues.
(2) Cablevision and its Licensed
Affiliates will have an initial
6-month grace period to use licensed
technology for promotion of
Cablevision and/or its Licensed
Affiliates, before royalty
obligations commence. The initial
6-month grace period shall commence,
with respect to each product, from
the time such product is first used
by Cablevision or a Licensed
Affiliate.
(3) Subsequently, Cablevision shall have
a perpetual royalty-free right to use
up to 25% of Electronic Image avails
(rounded up to the nearest whole
avail) for the benefit of Cablevision
and/or its Licensed Affiliates.
(4) PVI may not charge (and agrees to
waive, if it charges generally) any
incremental or variable fees, or
charges akin to royalties, to any
Network or Content Provider for the
delivery of enabled programming
content to Cablevision or its
Licensed Affiliates for downstream
insertion of Electronic Images.
(5) At the request of Cablevision or any
of its Licensed Affiliates, PVI shall
convey a royalty-free perpetual
non-exclusive license to any Network
or Content Provider solely for the
delivery of enabled programming
content to Cablevision or its
Licensed Affiliates for downstream
insertion of Electronic Images.
(6) The royalty rate shall be subject to
adjustment on account of giving
Cablevision most favorable licensee
status as contemplated under the
L-VIS Agreement, provided that
Cablevision's rate must be one-half
of the rate granted to any other
System Operator, provided that the
other System Operator pays royalties
based on the equivalent of Net
Revenue rather than Revenue as those
terms are defined herein. The
determination of most favorable
licensee status shall not be affected
by the 6-month grace period or
allocation of 25% of image avails
under (2) and (3) above, but shall
take into account any differences in
the categories of items to be
deducted from Revenue
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or its equivalent in order to
calculate Net Revenue or its
equivalent.
With respect to Cablevision's and its Licensed
Affiliates' rights as a Content Provider or
Network, where Cablevision or its Licensed
Affiliate enables programming content for
downstream insertion of Electronic Images by a
System Operator (whether or not an Affiliate
of Cablevision):
(1) PVI will provide all necessary
equipment requested by Cablevision or
any of the Licensed Affiliates at
PVI's direct cost (as reasonably
determined by PVI).
(2) PVI will provide any requested
services to enable programming
content at PVI's direct cost (as
reasonably determined by PVI) plus
35%, subject to Cablevision and the
Licensed Affiliates having most
favored licensee status.
(3) PVI shall not charge any System
Operator a higher royalty or other
fee for Electronic Image insertion
based on the fact that Cablevision or
its Licensed Affiliate is the Content
Provider or Network being distributed
over such System Operator's system
than it charges for such insertion
with respect to any other Content
Provider or Network distributed over
such system. Consistent with this
principle, if PVI charges any System
Operator different royalties for
Electronic Image insertions based
upon whether or not the Content
Provider or Network is also paying
PVI a royalty, Cablevision and its
Licensed Affiliates shall be treated
as if they have paid a royalty.
Royalty rate The royalty or revenue sharing rate shall be
15% of the first $3 million in cumulative
Revenues
14% of the next $7 million in cumulative
Revenues
12.5% of the next $20 million in cumulative
Revenues
11% of the next $70 million in cumulative
Revenues
10% of all Revenues thereafter
Revenue from insertion of Electronic Images by
Cablevision or its Licensed Affiliates under
the L-VIS Agreement and under the joint
collaboration and licensing agreement
contemplated hereby shall count towards the
amount of cumulative Revenues above, as well
as under the L-VIS Agreement.
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Any license fees prepaid under Section 3.1 of
the L-VIS System License Agreement shall be
creditable against equipment costs, services
costs, royalties, and other monetary
obligations incurred as set forth herein.
Limitation of For the purposes hereof, the definition of
Licensed Licensed Affiliate shall not include any
System entity, in its role as System Operator, that
Operator Cablevision acquires, if, after giving effect
Affiliates to such acquisition and together with all
prior acquisitions of such entities after the
date of the definitive agreement, such
acquisition adds a net total of more than 10
million acquired subscribers (after
discounting for any subscribers sold).
Inventions Each party (including the Licensed Affiliates)
will own intellectual property developed by
its own employees. Intellectual property
developed jointly will be owned jointly.
Cablevision and PVI will coordinate patent
prosecution and maintenance of joint
inventions with the related technology owned
independently. All inventions and joint
inventions are cross-licensed as provided
above.
We agree that the collaboration, licenses and all other terms and conditions
governing our relationship and the Project will be embodied in one or more
additional mutually acceptable definitive agreements or other documents with
other reasonable and customary terms and conditions similar to those contained
in the L-VIS Agreement, to the extent we agree that terms and conditions of the
L-VIS Agreement would be applicable. We agree to negotiate in good faith and
with reasonable diligence to implement such agreements and documents as may be
reasonably appropriate from time to time. Nevertheless, this Agreement
constitutes our binding agreement with respect to its subject matter and may be
enforced by either of us unless and until we sign another agreement that, by its
express terms, supercedes or supplements this Agreement. The licenses and
commitments described in this Agreement shall be enforceable whether or not any
additional agreements are executed by us.
ACCEPTED AND AGREED TO AS OF THE 20TH DAY OF SEPTEMBER, 2001.
PRINCETON VIDEO IMAGE, INC. CABLEVISION SYSTEMS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: PRESIDENT & CEO Title: EXECUTIVE VICE PRESIDENT - FINANCE
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