** CERTAIN CONFIDENTIAL MATERIAL CONTAINED IN THIS DOCUMENT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO 17 C.F.R SUBSECTIONS 200.80(B)(4), 200.83, 230.46 AND
240.24B-2 **
[*]INDICATES TEXT WHICH HAS BEEN REDACTED
LICENSE AGREEMENT
LIC-1029
THIS LICENSE AGREEMENT dated as of May 1, 1996 (this "Agreement"), is
entered into between GENERAL INSTRUMENT CORPORATION OF DELAWARE, a Delaware
corporation ("GI"), having a place of business located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and YVES FAROUDJA, FAROUDJA RESEARCH ENTERPRISES, a
California corporation, FAROUDJA LABORATORIES, INC., a California corporation
(all collectively, "Faroudja"), having a place of business located at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
WHEREAS, GI owns or has rights in certain technology relating to data
compression and decompression processes.
WHEREAS, Faroudja owns or has rights in certain technology relating to
video line multiplication processes.
WHEREAS, each party desires to obtain a license under the other party's
rights in such technology.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties hereby agree as follows:
ARTICLE 1.
DEFINITIONS
For purposes of this Agreement, the terms defined in this Article 1 shall
have the respective meanings set forth below:
1.1 "AFFILIATE" shall mean, with respect to any Person, any other Person
which directly or indirectly controls, is controlled by, or is under common
control with, such Person. A Person shall be regarded as in control of another
Person if it owns, or directly or indirectly controls, at least fifty percent
(50%) of the voting stock or other ownership interest of the other Person, or if
it directly or indirectly possesses the power to direct or
cause the direction of the management and policies of the other Person by any
means whatsoever.
1.2 "FAROUDJA FIELD" shall mean processes, algorithms and electronic
circuitry used for video line multiplication, including scanning line doubling,
tripling and quadrupling, as well as increasing video lines by non-integral
factors, only to the extent such processes, algorithms and electronic circuitry
are not within the portions of the GI field defined in Section 1.5(a) and 1.5(b)
hereof.
1.3 "FAROUDJA PATENT RIGHTS" shall mean (a) U.S. Patent No. 5,428,398,
U.S. Patent No. 5,347,314 U.S. Patent No. 5,305,120, U.S. Patent No. 5,159,451,
U.S. Patent No. 4,876,596, U.S. Patent No. 4,967,271, U.S. Patent No. 4,982,280,
U.S. Patent No. 4,989,090, U.S. Patent No. 5,291,280, and PCT/U.S. 93/05475
together with any and all foreign counterparts related thereto patents that have
issued or in the future issue therefrom, including utility, model and design
patents and certificates of invention, and (b) all divisionals, continuations,
continuation-in-part, reissues, renewals, extensions or additions to any such
patents and patent applications; all to the extent and only to the extent that
Faroudja has the right to grant licenses, immunities or other rights thereunder
as of the date of this Agreement.
1.4 "FIELDS" shall collectively mean the Fudge Field and the GI Field and
"Field" shall mean either the Faroudja Field or the GI Field, as the case may
be.
1.5 "GI FIELD" shall mean processes, algorithms and electronic circuitry
used for (a) data (including video, audio and combinations thereof) compression
and decompression, (b) conversion of film to video and video to film, only to
the extent that such conversion of film to video and video to film does not make
use of video line multiplication, including scanning line doubling, tripling and
quadrupling as well as increasing video lines by a non-integral factor, or
(c) scan conversion for the modification of source material presented to a
compression system.
1.6 "GI PATENT RIGHTS" shall mean (a) U.S. Patent No. 4,881,125 and
4,998,287, together with any and all foreign counterparts related thereto,
including utility, model and design patents and certificates of invention and
(b) all divisionals, continuations, continuations-in-part, reissues, renewals,
extensions or additions to any such patents and patent applications; all to the
extent and only to the extent that GI has the right to grant licenses,
immunities or other rights thereunder as of the date of this Agreement.
1.7 "LICENSED PATENT RIGHTS" shall mean, collectively, GI Patent Rights
and Faroudja Patent Rights.
1.8 "PERSON" shall mean an individual, corporation, partnership, trust,
business trust, association, joint stock company, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization, governmental
authority or any other form of entity not specifically listed herein.
2
1.9 "TERRITORY" shall mean the entire world.
1.10 "THIRD PARTY" shall mean any Person other than GI, Faroudja and their
respective Affiliates.
1.11 "VALID PATENT CLAIM" shall mean either (a) a claim of an issued and
unexpired patent included within the Licensed Patent Rights or Improvements,
which has not been held permanently revoked, unenforceable or invalid by a
decision of a court or other governmental agency of competent jurisdiction,
unappealable or unappealed within the time allowed for appeal, and which has not
been admitted to be invalid or unenforceable through reissue or disclaimer or
otherwise or (b) a claim of a pending patent application included within the
Licensed Patent Rights or Improvements, which claim was filed in good faith and
has not been abandoned or finally disallowed without the possibility of appeal
or refiling of such application.
1.12 "OTHER FIELDS" shall mean processes,algorithms and electronic
circuitry which are not within either the GI Field or the Faroudja Field.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES
Each party hereby represents and warrants to the other party as follows:
2.1 CORPORATE EXISTENCE AND POWER. Such party (a) is a corporation duly
organized, validly existing and in good standing under the laws of the state in
which it is incorporated; (b) has the corporate power and authority and the
legal right to own and operate its property and assets, to lease the property
and assets it operates under lease, and to carry on its business as it is now
being conducted and (c) is in compliance with all requirements of applicable
law, except to the extent that any noncompliance would not have a material
adverse effect on the properties, business, financial or other condition of it
and would not materially adversely affect its ability to perform its obligations
under this Agreement.
2.2 AUTHORIZATION AND ENFORCEMENT OF OBLIGATIONS. Such party (a) has the
corporate power and authority and the legal right to enter into this Agreement
and to perform its obligations hereunder and (b) has taken all necessary
corporate action on its part to authorize the execution and delivery of this
Agreement and the performance of its obligations hereunder. This Agreement has
been duly executed and delivered on behalf of such party, and constitutes a
legal, valid, binding obligation, enforceable against such party in accordance
with its terms.
2.3 NO CONSENTS. All necessary consents, approvals and authorizations of
all governmental authorities and other Persons required to be obtained by such
party in connection with this Agreement have been obtained.
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2.4 NO CONFLICT. The execution and delivery of this Agreement and the
performance of such party's obligations hereunder (a) do not conflict with or
violate any requirement of applicable laws or regulations, and (b) do not
conflict with, or constitute a default under, any contractual obligation of it.
2.5 DISCLAIMER OF WARRANTIES. NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED AS A REPRESENTATION MADE, OR WARRANTY GIVEN, BY EITHER PARTY THAT ANY
PATENT WITHIN THE LICENSED PATENT RIGHTS IS VALID, THAT THE USE OF ANY LICENSE
GRANTED HEREUNDER OR THAT THE USE OF ANY OF THE LICENSED PATENT RIGHTS WILL NOT
INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY OTHER PERSON, OR THAT THE
RIGHTS AND LICENSES GRANTED BY ONE PARTY TO THE OTHER PARTY HEREUNDER COMPRISE
ALL THE RIGHTS AND LICENSES NECESSARY OR DESIRABLE TO MAKE, USE OR SELL
PRODUCTS. FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PATENT RIGHTS, INCLUDING
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR BY ONE PARTY TO THE OTHER
FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE 3.
LICENSE GRANTS
3.1 LICENSE GRANT TO GENERAL INSTRUMENT. Faroudja hereby grants to GI an
exclusive, worldwide, royalty-free license (including the right to grant
sublicenses) under the Faroudja Patent Rights, solely to the extent such rights
apply to parts (a) and (b) of the GI Field (Section 1.5(a) and 1.5(b) above),
and a nonexclusive, worldwide, royalty-free license (including the right to
grant sublicenses) under the Faroudja Patents Rights, solely to the extent such
rights apply to part (c) of the GI Field (Section 1.5(c) above), to make, have
made, use and sell products; PROVIDED, HOWEVER, that Faroudja retains the right
under the Faroudja Patent Rights, to the extent such rights apply to the GI
Field, to make, have made, use and sell products.
3.2 LICENSE GRANT TO FAROUDJA. GI hereby grants to Faroudja an exclusive,
worldwide, royalty-free license (including the right to grant sublicenses) under
the GI Patent Rights, solely to the extent such rights apply to the Faroudja
Field, to make, have made, use and sell products; PROVIDED, HOWEVER, that GI
retains the right under the GI Patent Rights, to the extent such rights apply to
the Faroudja Field, to make, have made, use and sell products.
3.3 SUBLICENSES. Each party, upon request, shall deliver to the other
party a list of all entities to which it has granted a sublicense under this
Agreement. Each permitted sublicense shall be subject to the terms and
conditions of this Agreement.
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3.4 PRODUCT IN OTHER PARTY'S FIELD. If either party determines that it
would like to develop a product in the other party's Field, it may give notice
of such desire to the other party. Upon such notice, the parties shall
negotiate in good faith a license under such other party's Licensed Patent
Rights to make, use and sell such product under reasonable terms and conditions;
PROVIDED, HOWEVER, such product must be a complete, ready-to-use product and
shall not be a mere component or subassembly, such as a printed circuit card
which is sold on an OEM basis for integration into a third party's complete,
ready-to-use product.
3.5 OVERLAPPING FIELDS. In the event that technological evolution in the
GI Field and the Faroudja Field results in an overlapping of the two Fields, one
party may give notice of this evaluation to the other party. Upon such notice,
the parties shall negotiate in good faith granting license to each other and
modality of jointly granting licenses to third parties under the Licensed
Patents Rights to make, use and sell single product circuitry that spans both
Fields of use. GI and Faroudja shall share equally in the proceeds of any such
joint licenses granted to the third parties.
3.6 OTHER FIELDS. If either party determines that it would like to
develop products in Other Fields, it may give notice of such desire to the other
party. Upon such notice, the parties shall negotiate in good faith a
royalty-free cross license to the other party's Licensed Patent Rights to make,
use and sell such products under reasonable terms and conditions.
3.7 NO OTHER RIGHTS. Except as expressly set forth above, this Agreement
shall not be construed as granting any rights or interests in or to the Licensed
Patent Rights, any Improvements, or any other GI, Faroudja or third party
proprietary rights. An obligation to negotiate in good faith is not an
obligation to enter into an agreement concerning the subject matter of
negotiations.
ARTICLE 4.
PATENT MARKING
Each party shall ▇▇▇▇ each of its products in the form, manner and location
agreed between the parties, with the applicable patent numbers of the patents
under which a license is granted to such party under this Agreement.
ARTICLE 5.
CONFIDENTIALITY
5.1 CONFIDENTIAL INFORMATION. During the term of this Agreement, and for
a period of five (5) years following the expiration or earlier termination
hereof, each party shall maintain in confidence all information of the other
party (including samples) disclosed by the other party and identified as, or
acknowledged to be, confidential (the "Confidential Information"), and shall not
use, disclose or grant the use of the Confidential Information except on a
need-to-know basis to those directors, officers, affiliates, employees,
permitted
5
licensees, permitted assignees and agents, consultants, clinical investigators
or contractors, to the extent such disclosure is reasonably necessary in
connection with such party's activities as expressly authorized by this
Agreement. To the extent that disclosure is authorized by this Agreement, prior
to disclosure, each party hereto shall obtain agreement of any such Person to
hold in confidence and not make use of the Confidential Information for any
purpose other than those permitted by this Agreement. Each party shall notify
the other promptly upon discovery of any unauthorized use or disclosure of the
other party's Confidential Information.
5.2 PERMITTED DISCLOSURES. The confidentiality obligations contained in
Section 9.1 above shall not apply to the extent that (a) any receiving party
(the "Recipient") is required (i) to disclose information by law, order or
regulation of a governmental agency or a court of competent jurisdiction, or
(ii) to disclose information to any governmental agency for purposes of
obtaining approval to test or market a product, provided in either case that the
Recipient shall provide written notice thereof to the other party and sufficient
opportunity to object to any such disclosure or to request confidential
treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed
information was public knowledge at the time of such disclosure to the
Recipient, or thereafter became public knowledge, other than as a result of
actions of the Recipient in violation hereof; (ii) the disclosed information was
rightfully known by the Recipient (as shown by its written records) prior to the
date of disclosure to the Recipient by the other party hereunder; or (iii) the
disclosed information was disclosed to the Recipient on an unrestricted basis
from a source unrelated to any party to this Agreement and not under a duty of
confidentiality to the other party; or (iv) the disclosed information was
independently developed by the Recipient without use of the Confidential
Information disclosed by the other party. Notwithstanding any other provision
of this Agreement, Recipient may disclose Confidential Information of the other
party relating to information developed pursuant to this Agreement to any Person
with whom Recipient has, or is proposing to enter into, a business relationship,
as long as such Person has entered into a confidentiality agreement with
Recipient.
5.3 TERMS OF THIS AGREEMENT. Except as otherwise provided in Section 9.2
above, GI and Faroudja shall not disclose any terms or conditions of this
Agreement to any Third Party, without the prior consent of the other party.
Notwithstanding the foregoing, prior to execution of this Agreement, Faroudja
and GI shall agree upon the substance of information that can be used to
describe the terms of this transaction, and Faroudja and GI may disclose such
information, as modified by mutual agreement from time to time, without the
other party's consent.
ARTICLE 6.
PATENTS
6.1 NOTIFICATION OF INFRINGEMENT. Each party promptly shall provide
notice to the other party in writing, upon learning of an infringement of
(a) the other party's Patent Rights in the notifying party's Field or (b) the
Licensed Patent Rights in the other party's
6
Field. The notifying party shall supply the other party with all evidence
possessed by the notifying party pertaining to and establishing such
infringement.
6.2 ENFORCEMENT OF PATENTS RIGHTS. Each party shall use good faith
efforts to enforce the Licensed Patent Rights against infringers in accordance
with the provisions of this Article 6.
The party whose Patent Rights allegedly are being infringed (the "Patent
Holder"), if such alleged infringement is substantial and continuing, shall
have [*] from the date of receipt of notice under Section 6.1 to cause the
infringement to cease, or to file suit against at least one of the
infringers, at its sole expense, following consultation with the other party;
PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice from
the Patent Holder of its intent to file such suit, the other party shall have
the right to give notice of its intent to participate in an advisory role.
The Patent Holder shall not be obligated to bring or maintain more than [*]
such [*] at any time.
If the Patent Rights of the Patent Holder allegedly are being [*]
infringed in the other party's Field and the Patent Holder does not, within
[*] of receipt of such notice, cause the substantial and continuing
infringement to cease or file suit to enforce the Patent Holder's Patent
Rights against at least one infringing party, the other party shall have the
right, after giving notice to and subject to obtaining the written consent of
the Patent Holder, which consent shall not be unreasonably withheld, to take
action it deems appropriate in its own name or, if required by law, in the
name of the Patent Holder, to enforce the such Patent Rights; PROVIDED,
HOWEVER, that, within thirty (30) days after receipt of notice of the other
party's intent to file such suit, the Patent Holder shall have the right to
give notice of its intent to participate in an advisory role; PROVIDED,
FURTHER, that should a defendant in any such action allege [*]. The other
party shall pay the reasonable costs of the Patent Holder's counsel in
connection with an infringement action commenced by such other party.
The party controlling an action may [*] an action in a manner that [*],
consent [*] in an action that [*], take a position or adopt a strategy which
is [*], or otherwise [*] if such [*] the rights or interests of the [*] party
without the [*] of the [*] party. Notwithstanding the foregoing, GI and
Faroudja shall fully cooperate with each other in the planning and execution
of any action to enforce the Licensed Patent Rights.
7
ARTICLE 7.
TERMINATION
7.1 EXPIRATION. Subject to the provisions of Section 7.2 below, this
Agreement shall expire on the expiration or termination of all Valid Patent
Claims.
7.2 TERMINATION FOR CAUSE. Except as otherwise provided in Article 10,
either party may terminate this Agreement upon or after the breach of any
material provision of this Agreement by the other party if the other party has
not cured such breach within thirty (30) days after notice thereof by the
non-breaching party.
7.3 EFFECT OF EXPIRATION OR TERMINATION. Expiration or termination of
this Agreement shall not relieve the parties of any obligation accruing prior to
such expiration or termination, and the provisions of Articles 5, 6 and 8 shall
survive the expiration or termination of this Agreement. The licenses granted
pursuant to Article 3 shall survive termination of this Agreement solely with
respect to the non-breaching party.
ARTICLE 8.
INDEMNIFICATION, INSURANCE AND LIMITATION OF LIABILITY
8.1 INDEMNIFICATION. Each party shall indemnify and hold the other party
and its Affiliates harmless from all claims, demands, liabilities, damages and
expenses, including attorneys' fees and costs (all "Liabilities") arising out of
any breach of this Agreement by such party, or the gross negligence or willful
misconduct, of such party, its Affiliates or permitted sublicensees in
connection with its activities contemplated by this Agreement; except in each
case to the extent such Liabilities resulted from the negligence, recklessness
or intentional acts or omissions of the other party.
8.2 INSURANCE. Each party shall maintain liability insurance, including
product liability insurance, with respect to the research, development,
manufacture and sales of products by such party in at least such amount as
(a) such party customarily maintains with respect to the research, development,
manufacture and sales of its other products and (b) is deemed reasonable by such
party's board of directors. Each party shall maintain such insurance for so
long as it continues to research, develop, manufacture or sell any products, and
thereafter for so long as such party maintains insurance for itself covering
research, development, manufacture or sales.
8.3 LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, SAVINGS OR
REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT ADVISED OF THE
POSSIBILITY OF SUCH
8
LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS
AGREEMENT.
ARTICLE 9.
EXPORT CONTROLS
This Agreement shall at all times be subject to any applicable United
States laws and regulations affecting exports of products or technology related
to Licensed Patent Rights. Each party shall perform its obligations hereunder
in compliance with such laws and regulations and further agrees not to take any
action contrary thereto. Specifically, each party shall not export (a) any
technical information acquired from the other party under this Agreement or
(b) any products incorporating or utilizing Licensed Patent Rights, either
directly or indirectly, to any country in contravention of United States law.
ARTICLE 10.
FORCE MAJEURE
Neither party shall be held liable or responsible to the other party nor be
deemed to have defaulted under or breached this Agreement for failure or delay
in fulfilling or performing any term of this Agreement to the extent, and for so
long as, such failure or delay is caused by or results from causes beyond the
reasonable control of the affected party including but not limited to fire,
floods, embargoes, war, acts of war (whether war be declared or not),
insurrections, riots, civil commotions, strikes, lockouts or other labor
disturbances, acts of God or acts, omissions or delays in acting by any
governmental authority or other party.
ARTICLE 11.
MISCELLANEOUS
11.1 NOTICES. Any consent, notice or report required or permitted to be
given or made under this Agreement by one of the parties hereto to the other
party shall be in writing, delivered personally or by facsimile (and promptly
confirmed by personal delivery, U.S. first class mail or courier), U.S. first
class mail or courier, postage prepaid (where applicable), addressed to such
other party at its address indicated below, or to such other address as the
addressee shall have last furnished in writing to the addressor and (except as
otherwise provided in this Agreement) shall be effective upon receipt by the
addressee.
If to GI: General Instrument Corporation of Delaware
GI Communications Division
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Vice President, Engineering
9
with a copy to: General Instrument Corporation of Delaware
GI Communications Division
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
If to Faroudja: Faroudja Laboratories, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Yves Faroudja
11.2 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to the
conflicts of law principles thereof.
11.3 ASSIGNMENT. Neither party shall assign its rights or obligations
under this Agreement without the prior written consent of the other party;
PROVIDED, HOWEVER, that either party may, without such consent, assign this
Agreement and its rights and obligations hereunder in connection with the
transfer or sale of all or substantially all of its business, or in the event of
its merger or consolidation or change in control or similar transaction. Any
permitted assignee shall assume all obligations of its assignor under this
Agreement. Any purported assignment in violation of this Section 11.3 shall be
void.
11.4 WAIVERS AND AMENDMENTS. No change, modification, extension,
termination or waiver of this Agreement, or any of the provisions herein
contained, shall be valid unless made in writing and signed by duly authorized
representatives of the parties hereto.
11.5 ENTIRE AGREEMENT. This Agreement embodies the entire understanding
between the parties and supersedes any prior understanding and agreements
between and among them respecting the subject matter hereof. There are no
representations, agreements, arrangements or understandings, oral or written,
between the parties hereto relating to the subject matter of this Agreement
which are not fully expressed herein.
11.6 SEVERABILITY. Should one or more provisions of this Agreement be or
become invalid, the parties shall substitute, by mutual consent, valid
provisions for such invalid provisions which valid provisions in their economic
effect are sufficiently similar to the invalid provisions that it can be
reasonably assumed that the parties would have entered into this Agreement with
such provisions. In case such provisions cannot be agreed upon, the invalidity
of one or several provisions of this Agreement shall not affect the validity of
this Agreement as a whole, unless the invalid provisions are of such essential
importance to this Agreement that it can be reasonably assumed that the parties
would not have entered into this Agreement without the invalid provisions.
11.7 ATTORNEY'S FEES AND OTHER COSTS. In the event either party brings
any legal action or other proceeding arising from or related to this Agreement,
the successful or
10
prevailing party shall be entitled to recover its reasonable attorney's fees and
other costs incurred in connection with that action or proceeding, in addition
to any other relief to which it may be entitled.
11.8 WAIVER. The waiver by either party hereto of any right hereunder or
the failure to perform or of a breach by the other party shall not be deemed a
waiver of any other right hereunder or of any other breach of failure by said
other party whether of a similar nature or otherwise.
11.9 GENERAL CONSTRUCTION. As used in this Agreement, the plural form
and singular form each shall be deemed to include the other in all cases where
such form would apply. "Includes" and "including" are not limiting, and "or" is
not exclusive.
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11.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
GENERAL INSTRUMENT CORPORATION FAROUDJA RESEARCH ENTERPRISES
OF DELAWARE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ Yves Faroudja
--------------------------------------- --------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: Yves Faroudja
------------------------------------- ------------------------------
Title: Vice President and General Counsel Title: President
------------------------------------ -----------------------------
YVES FAROUDJA
/s/ Yves Faroudja
-----------------------------------
FAROUDJA LABORATORIES, INC.
By: /s/ Yves Faroudja
--------------------------------
Name: Yves Faroudja
------------------------------
Title: President
-----------------------------
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