License Agreement

LICENSE AGREEMENT





This Agreement is made between KYUSHU MATSUSHITA ELECTRIC CO., LTD. (herein called KME ); and 8x8, INC. (herein called 8x8), effective the 7th day of May, 1996.



WHEREAS, 8x8 a developer and a supplier of integrated circuit products has the right to license certain software and related materials useful in connection with the use of such integrated circuits which software and related materials contain valuable proprietary information of 8x8; and



WHEREAS, KME is in the business of developing and marketing hardware products; and



WHEREAS, KME desires to obtain certain rights from 8x8 with respect to that software and related materials from 8x8.



NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained hereinafter, 8x8 and KME agree as follows:



1. LICENSE. 8x8 will immediately deliver to KME all of the source code version and/or object code version of the H.324 code and related software and document, as well as the DVC7 board schematics (herein called H.324 Technology) by the 15th day of May, 1996, and hereby grants to KME a nonexclusive, nonassignable world-wide license to make, have made, use or sell products with such H.324 Technology and any 8x8 patents or copyrights relevant thereto (including after acquired rights), all to the extent 8x8 is legally entitled to grant rights thereto to KME hereunder. In consideration therefore, KME will pay 8x8 immediately [*] (to be received by wire transfer on or before [*] after execution of this Agreement) and another [*] on [*] (total [*] for the immediate delivery of what 8x8 has in the way of H.324 Technology). If 8x8 fails to deliver the H.324 Technology to KME within 30 days to the reasonable satisfaction of KME, KME shall have the right to request on or before 30 days from the effective date of this agreement that 8x8 refund the amount paid (in which case this Agreement is void, other than the provision on confidentiality, and KME will return all materials to 8x8 and not use the proprietary technology furnished by 8x8). These payments are not contingent on 8x8 doing anything further, or upon the results of KME's developments or use of such H.324 Technology. Except for the above, 8x8 makes no warranties expressed or implied as to the condition of such technology, other than 8x8 hereby represents that it has not knowingly misused or stolen technology of others; provided 8x8 makes no warranties with respect to the ITU standard itself, such as DSP Group's claims with respect to G.723 as 8x8 explained to KME. KME hereby grants to 8x8 a nonexclusive, nonassignable world-wide license to make, have made, use or sell products covered by patents KME has now or later acquires, to the extent KME is legally entitled to do so, but limited to H.324 Technology.





- --------- [*] Confidental treatment requested.



2. LICENSING OF ENHANCEMENTS. The parties agree, at no charge, to license to the other party any enhancements of H.324 Technology which will be performed on LVP or VCP chip (or enhancements to the LVP/VCP chip if KME elects to manufacture as provided below) made by either party, delivered at least monthly, until such time as KME decides to discontinue licensing enhancements by notice to 8x8 (but enhancements up to the date of such notice shall be shared).



3. ADDITIONAL CONSIDERATION. If KME succeeds in achieving its objective of initiation of shipment of volume manufacturing by [*] of a [*] in FOB Japan price of [*] US dollars or less, as defined according to its specifications in good faith, then KME will pay to 8x8 additional consideration for the license in p ...