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`LICENSE AND DEVELOPMENT AGREEMENT
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`dated as of May 11, 2005
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`among
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`COMCAST IP HOLDINGS I, LLC,
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`COMCAST CORPORATION
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`and
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`AGILETV CORPORATION
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`Page 1 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 1
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`TABLE OF CONTENTS
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`GRANT OF LICENSE RIGHTS UNDER AGILETV INTELLECTUAL
`SECTION 1.
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`PROPERTY ....................................................................................................... 1
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`PROJECT ............................................................................ 7
`SECTION 2.
`DEVELOPMENT
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`OWNERSHIP AND RIGHTS IN INTELLECTUAL PROPERTY ................ 14
`SECTION 3.
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`COMCAST RIGHTS ......................... , .................................... 17
`SECTION 4.
`ADDITIONAL
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`............................. 18 FEES AND PAYMENTS ...................................................
`SECTION 5 .
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`REPORTS; AUDIT RIGHTS .......................................................................... 20
`SECTION 6.
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`REPRESENTATIONS AND WARRANTIES
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`................................................ 21
`SECTION 7.
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`INDEMNIFICATION; LIMITATION OF LIABILITY
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`................................. 22
`SECTION 8.
`MOST FA VO RED NATION .....................................
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`.................................. ,, .. 25
`SECTION 9.
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`ADDITIONS AND DIVESTITURES ............................................................. 26
`SECTION 10.
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`COMCAST PARENT GUARANTY .................................. , ......... , ......... � ...... ,27
`SECTION 11.
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`SOURCE CODE ESCROW ............................................................................ 27
`SECTION 12.
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`............ 29 DATA .................................PRIVACY; COMCAST SUBSCRIBER
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`SECTION 13.
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`,,, ... , ........ 30
`, ........
`,, ........
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`SEP ARA TE ENTITIES .............. ,.\ .......... , .........................
`SECTION 14.
`SECTION 15.
`NOTICES
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`.............. ,111 •...•.......•.. a.,•111••·········•········"''· .................................. � ................ 30
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`AMRNDMRNTS; WATVRRS TJMTTED ........................................................ 31
`SRCTTON 16.
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`.................................................. 31 SUCCESSORS AND ASSIGNS ...................
`SECTION 17.
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`....................................... � .... 32 GOVERNING LAW ...... ; .... ; ................. "···········;·
`SECTION 18.
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`ARBITRATION ................ : .................................................. , ............... , ............ 32
`SECTION 19.
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`WAIVER OF JURY TRIAL ......................... , ...................................... , ............ 33
`SECTION 20.
`SECTION 21.
`......................... 4, .........................
`33
`... ,�.,._.._.
`GENERAL
`RELEASE
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`···········•·•····••·••·• ... i.•-•••:, ........
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`SEVERABILITY ............................................................................................ .33
`SECTION 22.
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`CONFIDENTIALITY ...................................................................................... 34
`SECTION 23.
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`PUBLIC ANNOUNCEMENT ......................................................................... 34
`SECTION 24.
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`COUNTERPARTS .,.. ................................ , •. , ... .,. ...................... , ........................... 35
`SECTION 25.
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`,, .... , ................ ..-.... .-;-•. -.......... 35
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`TAXES; HOLD HARMLESS ............. ; ...... -............
`SECTION 26.
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`35 THIRD PARTY BENEFICIARIES .................................................................
`SECTION 27.
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`35 ........................................ ENTIRE AGREEMENT; PRIOR AGREEMENTS
`SECTION 28.
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`Page 2 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 2
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`LICENSE AND DEVELOPMENT AGREEMENT
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`is made effective as of This License and Development Agreement (the "Agreement")
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`I, LLC, a Delaware IP Holdings May 11, 2005 (the "Effective by and among Comcast Date"),
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`liability company, having its principal place of business at 1201 N. Market Street, Suite
`limited
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`1000, Wilmington, Delaware 19801 Comcast Corporation, a Pennsylvania
`("Comcast"),
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`corporation, having its principal place of business at 1500 Market Street, Philadelphia,
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`Pennsylvania 19102-2148, as guarantor of Comcast's obligations hereunder
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`("Comcast Parent"),
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`and Agile TV Corporation, a Delaware corporation, having its principal place of business at 333
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`Comcast, Ravenswood Avenue, Building 202, Menlo Park, California 94025 ("AgileTV").
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`or Comcast Parent and AgileTV may sometimes be individually referred to as a "Party"
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`capitalized terms defined herein all Unless otherwise collectively referred to as the "Parties."
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`shall have the respective meanings ascribed thereto in Exhibit A attached hereto and
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`incorporated herein by this reference.
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`RECITALS
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`Agile TV and certain Affiliates of Comcast are currently engaged in a trial
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`of certain of
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`AgileTV's products and services related to the AgileTV Technology.
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`An Affiliate of Comcast has agreed to lend to Agile TV, and Agile TV has agreed to
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`pursuant to the terms of that borrow from such Comcast Affiliate, certain funds (the "Loan")
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`certain Note Purchase Agreement of even date herewith between such Comcast Affiliate and
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`AgileTV and the Senior Convertible Promissory Note issued by AgileTV thereunder
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`capital for AgileTV with additional in order to provide (collectively, the "Loan Documents"),
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`its trial with Comcast and its Affiliates and for its development efforts with respect to products
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`and services to be developed by AgileTV for deployment by Comcast and its Affiliates.
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`In connection with such trial and Loan, Agile TV desires to grant to Comcast certain
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`rights in and licenses to AgileTV's technologies, products, services and Intellectual Property
`Rights.
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`Comcast may desire to integrate certain of AgileTV's technologies, products, services
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`and Intellectual Property Rights with its own products and services.
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`into this Agreement. goals by entering these and other similar The Parties desire to further
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`THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:
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`SECTION 1. GRANT OF LICENSE RIGHTS UNDER AGILETV
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`INTELLECTUAL PROPERTY.
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`1
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`Page 3 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 3
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`2
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`Page 4 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 4
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`3
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`Page 5 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 5
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`4
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`Page 6 of 78
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`Comcast - Exhibit 1020, page 6
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`5
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`Page 7 of 78
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`Comcast - Exhibit 1020, page 7
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`( e) Effective Date of Licenses. If and when Comcast exercises the Agile TV Patent
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`Option or the One-Time IP License Option (including any extension of such rights to the
`License
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`Excluded Field of Use pursuant to Section l(d) above) and pays the applicable consideration
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`therefor, all license rights granted upon exercise of such option shall be effective as of, and such
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`license rights shall relate back to, the Effective Date.
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`6
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`Page 8 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 8
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`SECTION 2. DEVELOPMENT PROJECT.
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`(a)Project Purpose. Comcast desires to develop and build a Commercially
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`Deployable architecture, including all technologies, hardware, software, interfaces and protocols,
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`for voice control of Comcast Products, which utilizes AgileTV Technology (including any
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`Updates thereto and New Features based thereon created on or before the Project
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`Date) and is integrated with one or more Platforms as designated by Comcast
`Commencement
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`(collectively, the "Architecture"). The development and building of the Architecture by
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`Comcast in collaboration with Agile TV, as set forth in the Statement of Work, is referred to
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`herein as the "Project"; by way of clarification, Comcast shall have the right to proceed with
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`other projects involving the Architecture (whether utilizing AgileTV Technology or not, whether
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`by itself or with the involvement of one or more third parties other than AgileTV, and whether
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`pursued before the Project, during and simultaneously with the Project or following completion
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`or earlier termination of the Project), and none of the rights or obligations described in this
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`Agreement with respect to the Project shall relate to such other Architecture-related projects, but
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`rather shall only relate to the Project in which AgileTV is involved as described in the Statement
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`of Work. Accordingly, if the Parties do not agree in writing upon a Statement of Work, there
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`any rights or obligations relating shall be no "Project," and neither Party shall have
`to the Project
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`under this Agreement, provided that such failure to agree upon a Statement of Work shall not
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`affect either Party's other rights and obligations under this Agreement.
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`shall, withthe Effective Date, Comcast (b)Project Statement of Work. Following
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`Agile TV's reasonable cooperation, define in greater detail the scope of the Project and the
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`and functionality required for the Architecture, all of which shall be subject to the
`features
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`reasonable approval of Agile TV and shall be set forth in a mutually acceptable statement of work
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`for the Project (the "Statement of Work"). The Statement of Work shall, at a minimum,
`provide for:
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`7
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`Page 9 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 9
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`Notwithstanding the foregoing, at any time prior to the Project Commencement Date, Comcast
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`shall have the right, in its sole discretion, to elect to not proceed with the Project and, if the
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`of working on the Statement Parties have begun work on the Statement of Work, to discontinue
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`Work, in which event both Parties shall be relieved of any remaining obligations under this
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`Page 10 of 78
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`Comcast - Exhibit 1020, page 10
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`Section 2, provided that such discontinuation of work on the Statement of Work shall not (A)
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`relieve either Party from any liability for breaches of this Section 2 prior to such discontinuation,
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`(B)affect either Party's other rights and obligations under this Agreement, or (C) affect
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`Comcast's right to continue with any other projects relating to the Architecture without the
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`involvement of Agile TV.
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`(c)Pr.oject Performance. If the Parties agree on a Statement of Work (AgileTV's
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`agreement thereto not to be unreasonably withheld insofar as it relates to the definition of the
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`Project) and Comcast desires, in its sole discretion, to proceed with the Project, the Parties shall
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`execute the Statement of Work and/or otherwise acknowledge in writing the commencement of
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`and AgileTV the Project (the date on which such occurs, the "Project Commencement Date"),
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`shall immediately commence performance of its obligations under the Statement of Work,
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`subject to the following:
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`Page 11 of 78
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`Comcast - Exhibit 1020, page 11
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`Comcast - Exhibit 1020, page 12
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`( d) Project Payment. In consideration for the performance by Agile TV of its
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`obligations in respect of the Project and the joint ownership of all rights in, to and under the
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`Project Patents and Project IP, Comcast shall pay Agile TV such amounts as shall be set forth in
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`the final Statement of Work, subject to adjustment to take into account any Credit Amounts or
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`PCR modifications implemented in accordance with the Section 2 and the Statement of Work
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`to the Statement to AgileTV pursuant to be so paid by Comcast (the aggregate amount required
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`payment guidelines: with the following of Work, the "Project in accordance Fee"),
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`( e) Comcast Consent Rights. From the Effective Date until the earliest to occur of
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`(A) the first anniversary of the Effective Date, (B) the Project Commencement Date or (C)
`written
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`notice by Comcast to AgileTV that Comcast does not desire to proceed with a Project,
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`Agile TV shall not, without obtaining the prior affirmative written consent of Comcast, take any
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`of the following actions or otherwise permit any of the following to occur:
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`Comcast - Exhibit 1020, page 13
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`(f) Project Tem1ination.. If Comcast elects to proceed with the Project and the Parties
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`reach agreement on the Statement of Work, Comcast may, in its sole discretion, terminate the
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`Project and its funding therefor upon the occurrence of any of the following:
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`Page 14 of 78
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`Comcast - Exhibit 1020, page 14
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`13
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`Page 15 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 15
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`SECTION 3. OWNERSHIP AND RIGHTS IN INTELLECTUAL PROPERTY.
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`(a)AgileTV Intellectual Property. As between the Parties, all AgileTV Patents,
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`AgileTV IP and AgileTV Marks shall at all times remain the sole and exclusive
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`property of
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`AgileTV, subject to the licenses and other rights expressly granted to Comcast under this
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`Agreement. There are no implied rights granted to Comcast under this Agreement.
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`14
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`Page 16 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 16
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`15
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`Page 17 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 17
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`(c)Comcast Intellectual Property Rights. As between the Parties, any Intellectual
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`Property Rights that are developed by Comcast or any of its Affiliates (including jointly by
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`Comcast or any of its Affiliates with third parties other than Agile TV or its Affiliates) in
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`connection with the Project shall not constitute Project Patents or Project IP and shall at all times
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`and AgileTV and its Affiliates shall not have
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`remain the sole and exclusive property of Comcast,
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`any license or other rights in, to or under such Intellectual Property Rights.
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`(d)Right to License Future Updates.
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`16
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`Page 18 of 78
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`Comcast - Exhibit 1020, page 18
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`(e)Scope ofOwnersrup Rights. The foregoing allocation of ownership and other
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`rights is as between the Parties only. In the event that any third party (including
`any Comcast
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`Vendor) participates in the Project, all ownership and other rights in, to and under any Project
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`Patents or Project IP developed by such third party (whether independently or jointly with the
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`Parties) shall be determined separately by each of Comcast and AgileTV, respectively, with such
`third party.
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`SECTION 4. ADDITIONAL COMCAST RIGHTS.
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`17
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`Page 19 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 19
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`SECTIONS. FEES AND PAYMENTS.
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`18
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`Page 20 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 20
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`19
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`Page 21 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 21
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`REPORTS; AUDIT RIGHTS.
`SECTION 6.
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`(a)Reports.
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`(i)For so long as AgileTV is required to pay Revenue Share Amounts to
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`Comcast, AgileTV shall send to Comcast, within 45 days after the end of each calendar month, a
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`in a form prepared by AgileTV which sets forth the information that may be necessary
`statement
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`for the computation of the Revenue Share Amount due to Comcast for such calendar month.
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`(ii)For so long as Comcast is required to pay Patent License Royalty Fees to
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`AgileTV, Comcast shall send to AgileTV, within 45 days after the end of each calendar month, a
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`statement in a form prepared by Comcast which sets forth information reasonably necessary for
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`the computation of any Patent License Royalty Fees due to AgileTV for such calendar month.
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`(b)Audit Rights.
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`20
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`Page 22 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 22
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`SECTION 7. REPRESENTATIONS AND WARRANTIES.
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`and Warranties. (a)Cbmcast Representatibns
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`Comcast represents and warrants that:
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`and in good standing under the laws of the State of Delaware.
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`(i)Comcast is a limited liability company duly organized, validly existing
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`(ii)Comcast has the requisite power and authority to execute and deliver this
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`Agreement and to fully perform its obligations hereunder. The execution, delivery and
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`performance of this Agreement have been duly authorized by all limited liability company
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`necessary on the part of Comcast. There are no contractual or other legal obligations
`actions
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`which will in any way interfere with Comcast's full performance of this Agreement. The
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`individual executing this Agreement on behalf of Comcast has the authority to do so.
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`(b)AgileTV Representations and Warranties,. AgileTV represents, warrants and
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`covenants that:
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`standing under the laws of the State of Delaware.
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`(i)AgileTV is a corporation duly organized, validly existing and in good
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`(ii)AgileTV has the requisite power and authority to execute and deliver this
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`Agreement and to fully perform its obligations hereunder. The execution, delivery and
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`Page 23 of 78
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`Comcast - Exhibit 1020, page 23
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`performance of this Agreement have been duly authorized by all corporate actions necessary on
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`the part of AgileTV. There are no contractual or other legal obligations of AgileTV which will
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`in any way interfere with AgileTV's full performance of this Agreement, or restrict or interfere
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`with the full scope of Comcast' s license rights under this Agreement. The individual executing
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`this Agreement on behalf of AgileTV has the authority to do so.
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`any patent searchesthe duty to conduct (iii)To AgileTV's knowledge (without
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`or investigation), as of the Effective Date, neither the use nor practice of any Agile TV IP or the
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`use or display of any AgileTV Mark within the scope of the licenses set forth in this Agreement
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`or infringes the Intellectual Property Rights of any other Person. Neither Agile TV nor
`violates
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`any of its Affiliates is aware, or has any reasonable expectation, of any claim, allegation,
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`assertion or notification that the use or practice of any of the Agile TV IP or the use or display of
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`any Agile TV Marks violates or infringes the Intellectual Property Rights of any other Person.
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`(iv)AgileTV has and will continue to have the right to grant the rights and
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`licenses granted herein, and any and all liens, restrictions, charges, claims and encumbrances on
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`the AgileTV Patents, AgileTV IP and AgileTV Marks are and shall remain subject to the rights
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`and licenses granted herein. AgileTV has obtained and will maintain all licenses, permits,
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`authorizations and consents necessary to fully perform AgileTV's obligations under
`exemptions,
`this Agreement.
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`any thirdC, AgileTV does not incorporate (v)Except as set forth on Exhibit
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`party technology into the AgileTV Technology (as it exists as of the Effective Date) that would
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`impose any obligation on or require any license by Comcast or any Comcast Sublicensee, and,
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`except as otherwise expressly agreed in the Statement of Work, AgileTV will not incorporate
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`any third party technology into any products or services developed by AgileTV for Comcast
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`pursuant to the Project that would impose any obligation on or require any license by Comcast or
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`any Comcast Sublicensee.
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`(vi)No AgileTV software delivered by AgileTV to Comcast pursuant to this
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`Agreement will contain, as of the date of delivery from AgileTV to Comcast, any virus, worm,
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`trap door, back door, timer, clock, counter, Trojan Horse, or other limiting routine, instruction or
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`design ( excluding copy and DRM protection technologies, password implementations or other
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`security features and functionalities).
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`(vii)AgileTV has prosecuted and will continue to prosecute the AgileTV
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`Patents in good faith and has paid and will continue to pay any and all fees of any kind necessary
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`to maintain the AgileTV Patents in full force and effect, except as Comcast may otherwise agree
`in writing.
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`SECTION 8. INDEMNIFICATION; LIMITATION OF LIABILITY.
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`(a)lndemnification.
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`22
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`Page 24 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 24
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`(b)Notice; Defense. AgileTV's indemnification obligations under this Section 8(a)
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`shall be subject to the following:
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`23
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`Page 25 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 25
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`(c)Lurutation_ofLiability.
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`24
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`Page 26 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1020, page 26
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`SECTION 9. MOST FAVORED NATION.
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`any other provision in any other agreement(a)MFN Covenant. Notwithstanding
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`entered into between AgileTV (or any of its Affiliates) and Comcast (or any of its Affiliates),
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`Comcast is hereby accorded the right to receive "most favored customer" terms and conditions
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`from AgileTV and its Affiliates, meaning that Comcast shall be entitled to such rights,
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`forbearances and other provisions (each, a "Provision"), whether relating to financial matters
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`(such as fees, revenue splits, rates, discounts, credits, commissions, rebates, marketing support or
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`adjustments) or non-financial matters (such as license rights, covenants not to sue, development
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`work, service quality, audit rights, representations, warranties, indemnities or most favored
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`customer terms), with respect to any of the Provisions of this Agreement, that are no less
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`favorable than each of those Provisions offered by AgileTV or any of its Affiliates to any other
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`Person, individually or collectively, at any time and from time to time, without regard to size
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`(through volume discounts or otherwise) or identity of such other Person or their relationship
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`of to have the benefit with Agile TV or any of its Affiliates, provided that, in order for Comcast
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`that any such more favorable Provision, Comcast must also accept each other term and condition
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`bears a direct and tangible relationship to such more favorable Provision and with which
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`Comcast is reasonably capable of complying. For the purpose of determining whether any
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`particular Provision is more favorable, such determination shall focus on such Provision
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`individually for each moment of time during which such Provision is effective, and on the
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`relationship such individual Provision has with the other terms and conditions that bear a direct
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`and tangible relationship to such Provision, rather than on the agreement, understanding or
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`arrangement as a whole.
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`(b)MFN Notice. If Agile TV or any of its Affiliates agrees to provide, or acquiesces
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`to, any Provision which is more favorable to any other Person than that set forth in this
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`Agreement, AgileTV shall immediately give written notice thereof to Comcast (which notice
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`shall include the actual language of such Provision and all other terms and conditions that
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`believes to bear a direct and tangible relationship to such Provision as provided to such
`AgileTV
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`other Person, and not a merely summary or interpretation thereof, provided that such actual
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`language may be redacted to the extent reasonably necessary to protect the confidentiality of the
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`identity of the other Person receiving such Provision) (an "MFN Notice") and, at Comcast's
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`election, this Agreement shall be deemed to have been modified so that, from the date on which
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`such more favorable Provision is first so provided to such other Person and thereafter for so long
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`as such more favorable Provision continues to be so provided, Comcast shall receive such more
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`Provision, subject to Comcast being bound by each other term and condition that bears
`favorable
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`a direct and tangible relationship to such more favorable Provision and with which Comcast is
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`reasonably capable of complying. AgileTV's failure to deliver an MFN Notice in accordance
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`with the terms hereof shall not limit or otherwise affect Comcast's right to enjoy the benefits of
`this provision.
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`(c)MFN Audit Rights. AgileTV shall maintain accurate and complete books and
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`records in accordance with generally accepted accounting principles and practices and
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`AgileTV's records retention policies which, at a minimum, shall contain sufficient information to
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`25
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`Page 27 of 78
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`PROTECTIVE ORDER MATERIAL
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`Comcast - Exhibit 1023, page 27
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`Comcast - Exhibit 1020, page 27
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`

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`. ( d) MFN Certificatfon. Agile TV shall provide Comcast with a written certificate on
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`President by AgileTV's of the Effective Date, signed the Effective Date and each anniversary
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`and/or other appropriate officer ( or outside counsel), stating that Agile TV is in full compliance
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`with this Section 9.
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`(e)Applicabmty to Other Agreements·:. In the event that Comcast (or any of its
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`Affiliates)
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`and Agile TV ( or any of its Affiliates) enter into any other agreement for the grant of a
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`license, release or covenant not to sue in respect of any Intellectual Property Rights or the sale or
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`provision of any products or services by Agile TV ( or any of its Affiliates) to Comcast ( or any of
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`of this Section 9. shall be subject to the provisions its Affiliates), the terms and conditions thereof
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`SECTION 10. ADDITIONS AND DIVESTITURES.
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`within the(a)Added Comcast Systems. If at the time a Cable System located
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`becomes a Comcast System it is subject to any agreement with or obligation to
`Territory
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`Agile TV or any Affiliate of Agile TV with respect to a license to all or any portion of the
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`Agile TV Patents, Agile TV IP or AgileTV Marks, other than this Agreement, Comcast may elect
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`by written notice to AgileTV to terminate such other agreement or obligation to the extent such
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`or obligation applies to such Comcast System (and such agreement or obligation shall
`agreement
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`be deemed terminated by mutual consent), and such Comcast System shall thereafter be covered
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`under this Agreement. If at the time a Cable System becomes a Comcast System it is subject to
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`any agreement with or obligation to a third party that conflicts with or is inconsistent with the
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`terms hereof, compliance with such third party agreement shall not be deemed a breach of the
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`terms hereof. provided that Comcast shall use commercially reasonable efforts to terminate any
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`such third party agreement to the extent such third party agreement may be terminated without
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`any significant cost, liability, penalty or other significant adverse impact to Comcast.
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`26
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`Page 28 of 78
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`PROTECTIVE ORDER MATERIAL
`
`Comcast - Exhibit 1023, page 28
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`Comcast - Exhibit 1020, page 28
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`

`

`(b)Divested Comcast Systems. In the event of the disposition of any Comcast
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`System, upon the written request of Comcast, (i) the purchaser of such system may, at Comcast's
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`election, obtain the benefits of this Agreement solely with respect to any Comcast Products
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`deployed to the former Comcast Subscribers in such divested Comcast System for a one year
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`period after such disposition, and (ii) AgileTV shall negotiate in good faith with such purchaser
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`for the grant of a license, on commercially reasonable terms, permitting such purchaser to
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`continue to deploy products and services incorporating, reading on or practicing AgileTV Patents,
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`containing Agile TV IP or using or displaying Agile TV Marks following the expiration of such
`one year period.
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`SECTION 12. SOURCE CODE ESCROW.
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`shall enterDate, the Parties On the Effective (a)Creation of Source Code Escrow.
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`into a source code escrow agreement (the "Source Code Escrow Agreement"), in the form
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`attached hereto as Exhibit D, with Iron Mountain Intellectual Property Management, Inc. or
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`another mutually acceptable escrow agent, which shall provide for the creation and maintenance
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`of a source code escrow (the "Source Code Escrow Account") for the Escrowed Materials as
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`provided in this Section 12. The Source Code Escrow Account shall be created with two
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`separate sub-accounts, one for the Option Escrowed Materials and one for the Project Escrowed
`Materials.
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`(b)Deposit and Majntenance of Escrowed Materials.
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`(i)On the Effective Date, AgileTV shall deposit the latest version of the
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`Option Escrowed Materials into the Source Code Escrow Account. From and after the initial
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`deposit of the Option Escrowed Materials, within ten business days after Agile TV commercially
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`deploys any Updates to any of the Option Escrowed Materials, but in any event at least once
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`every six months during the IP Coverage Period and on the last day of the IP Coverage Period,
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`Agile TV shall update the Source Code Escrow Account to include the latest version of the
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`Option Escrowed Materials. The Option Escrowed Materials shall be retained in the Source
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`Code Escrow Account until the expiration of the Option Term, unless sooner released pursuant
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`to Section 12(c) below.
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`27
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`Page 29 of 78
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`PROTECTIVE ORDER MATERIAL
`
`Comcast - Exhibit 1020, page 29
`
`

`

`(ii)From and after the Project Commencement Date for the duration of the
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`Project
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`Coverage Period, within ten business days after acceptance of each Milestone or
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`commercial deployment of any Update to any of the Project IP, but in any event at least once
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`every three months during the Project Coverage Period and on the last day of the Project
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`Period, Agile TV shall deposit the latest version of the Project Escrowed Materials into
`Coverage
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`the Source Code Escrow Account. The Project Escrowed Materials shall be retained in the
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`Source Code Escrow Account until the first anniversary of the expiration of the Project Coverage
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`Period, unless sooner released pursuant to Section 12(c) below.
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`(iii)Notwithstanding anything to the contrary contained in this Agreement or
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`the Source Code Escrow Agreement, (A) AgileTV shall pay all costs and expenses associated
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`with maintaining the Option Escrowed Materials in escrow (including, without limitation, the
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`fees of the source code escrow agent), provided that if AgileTV fails to timely pay such costs and
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`Comcast shall be entitled to pay the same and AgileTV shall reimburse Comcast
`expenses,
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`therefor, and (B) Comcast shall pay all costs and expenses associated with maintaining the
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`Project Escrowed Materials in escrow (including, without limitation, the fees of the source code
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`escrow agent).
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`(c)Release of Smirce Code Escrow. In accordance with the terms of the Source
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`Code Escrow Agreement, the escrow agent shall be required to release the Escrowed Materials
`as follows:
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`(i)The escrow agent shall release the Option Escrowed Materials to Comcast
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`to the escrow agent that it has exercised the One-Time IP License
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`upon certification by Comcast
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`and paid the corresponding fees and AgileTV has failed to deliver the Option Escrowed
`Option
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`Materials to Comcast within ten business days following such exercise.
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`(ii)The escrow agent shall release all or any portion of the Project Escrowed
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`Materials to Comcast at any time and from time to time as requested by Comcast, and, in any
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`event, the escrow agent shall release all of the Project Escrowed Materials to Comcast on the
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`first anniversary of the expiration of the Project Coverage Period.
`
`(d)Use of Escrowed Materials. All use, reproduction, sublicensing and disclosure of
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`shall be strictly Code Escrow Agreement to the Source pursuant the Escrowed Materials released
`
`
`in accordance with the terms and conditions of this Agreement.
`
`(e).Bankruptcy Provision. In the event of the insolvency of AgileTV, or the
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`or involuntary filing of a petition in bankruptcy by or against AgileTV, in order to
`voluntary
`
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`preserve fully Comcast's rights under Section 365(n) of the Bankruptcy Code of the United
`
`
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`
`provisions shall the following States (11 U.S.C. Section 365 (n)) (the "Bankruptcy Code"),
`apply:
`
`(i)The Parties agree that it is their intent: (A) to obtain for Comcast the
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`broadest possible interpretation of the protection affor