Technology Development And License Agreement

EXHIBIT 10.14


*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4),
200.83 and 230.406


Technology Development and License Agreement
By and Between
Intel Corporation
And
M4 Labs (dba as PacketVideo) Inc


Dated


21 May 1999


Page 1 2


This agreement (hereinafter referred to as the or this "Agreement) is entered this 21st day of May, 1999 (hereinafter referred to as the "Effective Date"), by and between INTEL Corporation, a Delaware corporation having a place of business at 5000 W. Chandler Blvd, Chandler, Arizona 85226 ("hereinafter referred to as "INTEL"), and M4 Labs (dba as PacketVideo) Inc. (hereinafter referred to as "PACKETVIDEO"). INTEL and PACKETVIDEO may be referred to herein in the singular or plural as a Party or the Parties.


1. DEFINITIONS


1.1 "3G Wireless" means wireless the wireless network technology adopted by
the International Telecommunications Union (ITU) as its International
Mobile Telecommunications 2000 (IMT2000) standard and commonly known as
"3G."


1.2 "3G Wireless Terminal" means a portable device based on a real time
operating system kernel with embedded functionality that transmits
and/or receives data via a 3G Wireless network.


1.3 "Documentation" means manuals and other materials supplied to INTEL by
PACKETVIDEO, in any medium, relating to design, maintenance,
installation, operation, or training of the PACKETVIDEO 3G Products.


1.4 "Intel's Products" means all microprocessors manufactured by or for
Intel and sold by Intel through its distribution channels.


1.5 "Object Code" means computer-programming code in machine-readable and
machine-executable form.


1.6 "PACKETVIDEO 3G Development Tools" means the portion of the PACKETVIDEO
3G Products, including tools, libraries, sample code and other similar
development-related items which are necessary to incorporate and embed
the PACKETVIDEO 3G Run-Time Software in INTEL Products.


1.7 "PACKETVIDEO 3G Products" shall mean all of the PACKETVIDEO 3G Products
which are defined in Exhibit A, including without limitation the
PACKETVIDEO 3G Development Tools and PACKETVIDEO 3G Run-Time Software,"
and future products from PACKETVIDEO for use in 3G Wireless Terminals
[...***...] together with copies of any and all design or development
notes associated therewith.


1.8 "PACKETVIDEO 3G Run-Time Software" means the portion of the PACKETVIDEO
3G PRODUCTS which are necessary to deliver 3G Wireless functionality to
the user.


1.8 "Software" means computer-programming code [...***...].


1.10 [...***...].


1.11 "Updates and Enhancements" means all modifications, improvements, or
additions to PACKETVIDEO 3G Products that correct such product or
enhance such product's functionality, and new releases of such product
made available by PACKETVIDEO to at least two other third parties
[...***...] together with copies of any and all design or development
notes.


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2. RESPONSIBILITIES OF THE PARTIES


2.1 PACKETVIDEO will optimize PACKETVIDEO 3G PRODUCTS for INTEL Products in
accordance with the Statement of Work set forth in Exhibit D


2.2 PACKETVIDEO will deliver to INTEL the PACKETVIDEO 3G Development Tools
and PACKETVIDEO 3G Run-Time Software, and all Updates and Enhancements
thereof in a condition readily useable by an individual reasonably
skilled in the technology, together with a Certificate of Originality in
the format set forth in Exhibit E for each PACKETVIDEO 3G Products,
including each Update and Enhancement thereof, delivered to INTEL.
Failure by PACKETVIDEO to deliver Certificates of Originality shall be
deemed for purposes of warranties set forth in Section 7.4 that such
PACKETVIDEO 3G Product is delivered free of any third-party software or
content. Intel may accept or reject the PACKETVIDEO 3G Products, but
will notify PACKETVIDEO of rejection of the PACKETVIDEO 3G Products,
Updates and Enhancements, or any portion thereof, and the reasons
therefore, within a reasonable time following receipt from PACKETVIDEO.
The PACKETVIDEO 3G Product may be deemed accepted by INTEL if
distributed by INTEL before written notice of rejection.


2.3 [...***...].


2.4 If PACKETVIDEO releases alpha or beta version of the PACKETVIDEO 3G
Products, or any Update and Enhancement thereof, it will deliver the
alpha or beta versions to INTEL within a reasonable time following
internal release, but in no event later than delivered by PACKETVIDEO to
its most favored customer.


2.5 PACKETVIDEO will use commercially reasonable efforts to improve
PACKETVIDEO 3G Products to match advances in computing technology in
accordance with INTEL's reasonable product plans. [...***...].


2.6 Without limiting the foregoing, PACKETVIDEO will support reasonable
customization and engineering support requests by INTEL and INTEL's
customers at least as well as it supports such requests from its other
customers. INTEL acknowledges that such support, which may include,
without limitation porting to additional real time operating systems,
supporting a particular I/O interface and/or modifications to the user
interface, will be provided on a fee-for-service ("NRE") basis. Prior to
undertaking such customization or engineering activity, PACKETVIDEO and
INTEL will agree in writing upon the terms under which such activity
will be conducted as an amendment to this Agreement. As a minimum,
PACKETVIDEO agrees that all Intellectual


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property developed by PACKETVIDEO under contract and the medium of
expression thereof will, at INTEL's option and sole discretion, be owned
by INTEL or licensed to INTEL under terms no less restrictive than the
terms of this Agreement.


2.7 INTEL and PACKETVIDEO shall engage in the collaborative marketing
activities set forth in Exhibit B.


3. LICENSE GRANTS AND TERMS


3.1 PACKETVIDEO grants to INTEL a [...***...] license, [...***...] under
copyrights, trade secrets, patents or other intellectual property rights
in PACKETVIDEO 3G Products which PACKETVIDEO owns or has authority to
grant licenses of the scope set forth herein to use, copy, have copied,
create derivatives of, perform, display, translate the PACKETVIDEO 3G
Development Tools and all Updates and Enhancements thereof, for Intel
product development, internal and external training, and customer
demonstration purposes.


3.2 PACKETVIDEO grants to INTEL a [...***...] license, [...***...] under
copyrights, trade secrets, patents, or other intellectual property
rights in PACKETVIDEO 3G Products which PACKETVIDEO owns or has
authority to grant licenses of the scope set forth herein to use, make,
have made, sell, offer to sell, import, distribute or otherwise transfer
PACKETVIDEO 3G Run-Time Software, and all Updates and Enhancements
thereof, together with any derivative or modification thereof created by
INTEL pursuant to the license grant in Section 3.1 of this Agreement, in
Object Code format, directly or indirectly to customers, for with or as
part of Intel Products.


3.3 PACKETVIDEO grants to INTEL a [...***...] license, [...***...] in
accordance with Section 3.3 below, under copyrights for any works of
authorship embodied in the Documentation which PACKETVIDEO owns or has
authority to grant licenses of the scope set forth herein to copy, have
copied, create derivatives of, modify, distribute the Documentation and
copies and derivatives thereof, in whole or in part, by any means now
known or developed in the future, for with or as part of Intel Products.


3.4 [...***...].


3.5 PACKETVIDEO waives on its behalf and on behalf of its subcontractors,
vendors, and consultants any and all moral rights in the PACKETVIDEO 3G
Products and Documentation.


3.6 INTEL may sublicense its rights under Section 3.1, 3.2, , 3.3,
[...***...] above to contractors performing services on behalf INTEL or
to customers or other entities, subject to the following restrictions:
(a) Object Code sublicenses shall be granted in conjunction with the
sale or licensing of INTEL Products or licensed designs thereof.
[...***...].


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[...***...].


3.7 [...***...].


3.8 PACKETVIDEO may place legitimate copyright notices in and on the
PACKETVIDEO 3G Products and on any Documentation (or such other place as
INTEL and PACKETVIDEO may agree in writing) delivered to INTEL pursuant
to this Agreement. INTEL may cause such copyright notice not to be
displayed on screen where, in its reasonable discretion, such removal is
necessary to facilitate sale of INTEL Products to a third party.


3.9 Notwithstanding any other provision hereof and without limiting the
obligations of contractors with respect to confidentiality under Section
3.6, either Parties access to trade secrets of the under this Agreement
shall not create any obligation on the part of INTEL to limit or
restrict the assignment of its employees or contractors. Nothing in this
Agreement shall be construed as preventing employees or contractors of
either Party or contractors who have had access to such trade secrets
from drawing upon or using any skills, knowledge, talent or experience
of a general nature acquired by them in the course of working with such
trade secrets. This Agreement does not preclude either Party from
evaluating, acquiring from third parties not a party to this Agreement,
or independently developing, marketing similar technologies or products,
or making and entering into similar arrangements with other companies.


3.10 PACKETVIDEO agrees to license to Intel any other PACKETVIDEO product
under commercially reasonable terms and conditions, provided such terms
and conditions, including price, are as favorable as those offered by
PACKETVIDEO to any third party at similar volumes, either individually
or as part of product quantity bundle.


3.11 Except as may be expressly set forth in this Agreement, neither Party
acquires any right, title and interest in intellectual property of the
other, express, implied, or by estoppel.


4. OWNERSHIP


4.1 Subject to the licenses granted to INTEL pursuant to this Agreement, and
except as set forth in Section 2.4 above, PACKETVIDEO or PACKETVIDEO's
suppliers shall have exclusive right, title, and interest in all
intellectual property, including, without limitation, patents,
copyrights, trade secrets and other types or forms of intellectual
property, in and to Software developed, authored, or created by
PACKETVIDEO or PACKETVIDEO's Suppliers.


4.2 INTEL or its suppliers shall have exclusive right, title, and interest
in all intellectual property, including, without limitation, patents,
copyrights, trade secrets and other types or forms of intellectual
property, in and to Software developed, authored, or created by INTEL or
its Suppliers.


4.3 Unless otherwise agreed in writing, the Parties shall jointly own,
without rights of accounting, any intellectual property developed with
the significant participation of both Parties, their contractors, and
employees. The Parties may, in their discretion, share equally in the
costs of prosecuting any patent on jointly owned intellectual property.
However, if either Party elects not to share in such costs, the other
Party may proceed with prosecution at its sole expense, provided that it
gives both Parties attribution as joint inventors and patent owners in
its patent application. Each Party agrees to give the other reasonable
assistance with patent prosecution and keep the other reasonably
informed as to the status of the prosecution efforts.


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5. COMPENSATION


5.1 Intel will pay to PACKETVIDEO [...***...]. The Parties shall meet
periodically, not less than once each calendar year, during the term of
this Agreement to discuss the foregoing royalty in good faith and in
light of market conditions, product advancements, inflation or deflation
in the overall economy, etc. Upon mutual agreement, the Parties shall
amend this Agreement in writing to set forth the new royalty. In the
absence of an Agreement to so amend, the then-current royalty shall
continue in effect until the next such meeting of the Parties.


5.2 [...***...].


5.3 Notwithstanding anything in this Section 5 to the contrary, the first
[...***...] copies of PACKETVIDEO 3G Products actually sold, distributed
or otherwise transferred by INTEL pursuant to the license grant set
forth in Section 3.2 of this Agreement for revenue and all updates and
enhancements, alpha copies, beta copies, prototype units, customer
evaluation copies, and demonstration copies distributed, sold or
otherwise transferred by Intel are exempt from any royalty fees.


5.4 INTEL will make payments for royalties owed PACKETVIDEO under this
Agreement quarterly, within [...***...] calendar days following the
close of each calendar quarter.


5.5 [...***...].


6. MAINTENANCE AND SUPPORT OBLIGATION


6.1 At INTEL's written request, PACKETVIDEO will provide support to INTEL
for the PACKETVIDEO 3G Products and all Updates and Enhancements thereof
according to terms set forth in Exhibit C.


6.2 PACKETVIDEO will provide not less than one training session at
PACKETVIDEO's expense to INTEL personnel regarding use, installation,
maintenance, and support of the PACKETVIDEO 3G Products and all Updates
and Enhancements as requested by INTEL during the term of this
Agreement. Additional training will be subject to INTEL's payment to
PACKETVIDEO of PACKETVIDEO's standard training fees plus PACKETVIDEO's
reasonable incidental expenses.


7. WARRANTIES:


7.1 Each Party warrants and represents to the other that it has all
authority to enter into this Agreement and to perform the obligations
hereunder.


7.2 PACKETVIDEO warrants and represents that it has all right, title, and
interest and/or license rights in the PACKETVIDEO 3G Products necessary
to grant the licenses set forth herein and has not


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taken any action or suffered any action to be taken with respect to the
PACKETVIDEO 3G Products which would restrict or affect the rights of
INTEL and its sublicensees hereunder.


7.3 [...***...]


7.4 PACKETVIDEO warrants and represents that the information contained in
any Certificate of Originality delivered by PACKETVIDEO in the form set
forth in Attachment D hereto is current, accurate, and complete as of
the Effective Date to the best of its information and belief.
Furthermore, PACKETVIDEO warrants and represents that it has used best
efforts to verify that the information set forth in Attachment D is
current, accurate, and complete as of the Effective Date.


7.5 PACKETVIDEO warrants and represents that any Software as delivered by
PACKETVIDEO to INTEL is free of any harmful code, defined for purposes
of this Agreement as any computer code, programming instruction, or set
of instructions which have been designed with the ability to damage,
interfere with, or otherwise adversely affect computer programs, data
files, or hardware, without the consent or intent of the computer user,
including without limitation, self-replicating and self-propagating
programming instructions commonly referred to as viruses and worms.
INTEL's remedy with respect to this Section 7.5 will be limited to the
warranty remedies set forth in Section 7.6.


7.6 PACKETVIDEO warrants that the PACKETVIDEO 3G Products as delivered by
...