Ipoint(tm) Technology License Agreement

PRINCETON VIDEO IMAGE, INC.
iPOINT(TM) TECHNOLOGY LICENSE AGREEMENT


This Agreement is made this 25th day of June, 2002 by and between Princeton Video Image, Inc. ("PVI") and Cablevision Systems Corporation ("Cablevision").


In consideration for crediting $3.5 million of prepaid license fees under the Amended and Restated L-VIS(R) System License Agreement dated as of the date hereof (the "Restated L-VIS Agreement") the parties hereby agree as follows.


1. DEFINITIONS.


In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:


1.1 "Affiliate" with respect to any person or Company, shall mean any person or Company controlled by such first person or Company. For these purposes, "control" shall refer to (a) the possession, directly or indirectly, of the power to direct the management, policies or television operations of a person or Company, whether through the ownership of voting securities, by contract or otherwise, or (b) the ownership, directly or indirectly, of at least 50% of the voting securities or other ownership interest of a Company. For purposes of this Agreement, National Sports Partners (or its affiliate which operates the national "Fox Sports Net") shall be considered to be an Affiliate of Cablevision.


1.2 "Company" means any form of organization, entity or business, whether or not conducted for profit.


1.3 "Content Provider" means an entity owning or controlling video programming content.


1.4 "Documentation" means all operator and user manuals, training materials, guides, specifications and other materials created or owned by or on behalf of PVI or its Affiliates, from time to time, and associated with the use and operation of the iPoint(TM) Technology.


1.5 "Editing Agent" means any individual or Company that is responsible for actual, physical manipulation of the L-VIS(R) System in order to make insertions of Electronic Images.


1.6 "Electronic Image" means an image that is electronically inserted into Telecasts (by means of the L-VIS System, iPoint(TM) Technology or otherwise).


1.7 "Equipment" means the computer hardware and other equipment needed to use and operate the iPoint(TM) Technology.


1.8 "General Improvements" means all material revisions, updates, upgrades and other modifications to the Software included in the iPoint(TM) Technology from time to time, and the Equipment embodying and Documentation with respect to same.
1.9 "Intellectual Property" means all industrial and intellectual property, including all domestic and foreign patents, patent applications, patent rights, know-how, trade secrets, technical data, designs, confidential and proprietary information, processes, all computer software programs (including source codes), records and all manuals, documentation and media constituting, describing or relating to the above, and whether such intellectual property has been created, applied for or obtained anywhere throughout the world.


1.10 "iPoint(TM) Technology" means all Intellectual Property owned or controlled by or on behalf of or licensed to PVI or its Affiliates used in connection with the creation of virtual, in-content (i) interactive enabled advertising or enhancement (including branded enhancement) products where the principal interactive functionality of such products is accomplished downstream based on, in the first instance, interaction from individual homes or establishments or individual receivers within a home or establishment that results in modification, alteration, replacement or addition of video images at such individual home, establishment or receiver, and/or (ii) targeted advertising or enhancement (including branded enhancement) products, where the principal functionality of such products is accomplished via downstream real-time insertion of Electronic Images into Telecasts at any or all of multiple distribution locations including, without limitation, via a cable head-end, a satellite uplink facility, an Internet web server, a neighborhood distribution site, at individual homes or establishments or individual receivers within a home or establishment, making use of an external, independent system for search and track functions such as PVI's L-VIS(R) System. The iPoint(TM) Technology is currently under development and shall be deemed to include Intellectual Property whether currently in existence or subsequently developed by or on behalf of PVI or its Affiliates or jointly with Third Parties, including without limitation development under the Restated Collaboration Agreement.


1.11 "Licensed Affiliates" means any present and future Affiliate of Cablevision so long as it remains an Affiliate of Cablevision and agrees in writing to be bound by the terms and conditions of this Agreement; provided, however that Licensed Affiliates shall not include any entity, in its role as System Operator, that Cablevision or its Affiliates acquire after the date of this Agreement, if, after giving effect to such acquisition and together with all prior acquisitions of such entities after such date, such acquisition adds a net total of more than 10 million acquired subscribers (after discounting for any subscribers sold).


1.12 "Licensees" means Cablevision and its Licensed Affiliates.


1.13 "Licensed Telecast" means the Telecast of any event or content that is distributed by a System Operator that is a Licensee hereunder.


1.14 "L-VIS(R) System" means the equipment, the software, the documentation and the general improvements, modifications or improvements therein or derivatives thereof which, collectively allow real-time or post-production electronic insertion of Electronic Images into Telecasts in which video is inserted and executed upstream, prior to distribution of the program to individual, or groups of, viewers.


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1.15 "Network" shall mean a channel for the dissemination of video programming content through a television system, cable system, satellite system, the Internet or other such similar system.


1.16 "Restated Collaboration Agreement" means the Amended and Restated Joint Collaboration and License Agreement dated the date hereof, between PVI and Cablevision.


1.17 "Software" means the computer software, in object code form, included in the iPoint(TM) Technology and all General Improvements made subsequent to the date of this Agreement, if any.


1.18 "System Operator" shall mean an entity providing a system for distributing Networks, such as the Cablevision cable distribution system or cable modem system.


1.19 "Telecast" means the dissemination of audio-visual content whether by broadcast, narrow-cast, cable, satellite, closed circuit, the Internet or otherwise.


1.20 "Third Party" means any person or Company who or which is neither a party nor an Affiliate of a party.


1.21 "Trademarks" means all trademarks or trade names that PVI uses, from time to time, with respect to the iPoint(TM) Technology.


1.22 "Unit" means one complete L-VIS(R) System.


2. LICENSE GRANT.


2.1 License; Sublicense


(a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, Section 2.2), PVI hereby grants to Cablevision and its Licensed Affiliates a non-exclusive, worldwide, non-transferable, royalty-free license to use, make, have made, modify, and create derivative works of the iPoint(TM) Technology, including without limitation, the Software, Equipment, Documentation and General Improvements used in connection with a Licensed Telecast using or featuring the iPoint(TM) Technology solely for purposes of use with end user customers of a Licensee that is a System Operator. Licensees shall use the iPoint(TM) Technology exclusively for their own use or for the use of other Licensees.


(b) PVI grants to Cablevision and its Licensed Affiliates a non-exclusive, worldwide, non-transferable, royalty-free license to use PVI's L-VIS(R) System solely to the extent that the L-VIS(R) System is used in connection with acts permitted under the license grant of this Section 2.1. PVI hereby also grants to Cablevision and its Affiliates, on the same non-exclusive, worldwide, non-transferable, royalty-free basis, the right to sublicense the L-VIS(R) System solely for the purpose of enabling the content of a third party Network or Content Provider for use in connection with the iPoint(TM) Technology and for distribution by Cablevision or its Affiliates as a System Operator in accordance with the iPoint(TM) Technology license granted in this Section 2.1. In addition, at Cablevision's request, PVI agrees to convey to such third party


- 3 - Networks or Content Providers a non-exclusive license on commercially reasonable terms acceptable to PVI, to the L-VIS(R) System for such other purposes as the content rights holder reasonably requests, provided such requested license does not conflict with rights previously granted by PVI and its Affiliates to Third Parties.


(c) (i) PVI hereby grants to Cablevision and its Licensed Affiliates a non-exclusive, worldwide, non-transferable, royalty-free license to disclose and provide in confidence the iPoint(TM) Technology to Third Parties to the extent the iPoint Technology will be used by such Third Parties solely on behalf of Cablevision and its Affiliates in connection with acts permitted under the license granted in this Section 2.1 on behalf of Cablevision or it Licensees. In addition, at Cablevision's request, PVI agrees to convey to such Third Parties a non-exclusive license on commercially reasonable terms acceptable to PVI, to the iPoint(TM) Technology for such other purposes as the Third Parties reasonably request, provided such requested license does not conflict with rights previously granted by PVI and its Affiliates to Third Parties. (ii) PVI hereby grants to Cablevision and its Licensed Affiliates, to the extent such Licensees are a Network or Content Provider, a non-exclusive, worldwide, non-transferable, royalty-free license to enable content owned or controlled by Cablevision and/or its Affiliates for use in connection with the iPoint(TM) Technology and for distribution by a third party System Operator (to the extent the third party System Operator is independently licensed to use the iPoint(TM) Technology). Consistent with this grant, PVI shall not charge any System Operator a higher royalty or other fee for iPoint(TM) Technology based on the fact that Cablevision or its Licensed Affiliate is the Content Provider or Network being distributed over such third party System Operator's system than it charges for such iPoint(TM) functionality with respect to any other Content Provider or Network distributed over such system. Also consistent with this grant, if PVI charges any System Operator different royalties for iPoint(TM) Technology based upon whether or not the Content Provider or Network is also paying PVI a royalty, Cablevision and its Licensed Affiliates shall be treated as if they have paid a royalty.


2.2 Restrictions on Use. In addition to other restrictions and limitations which may be imposed by this Agreement:


(a) Unless otherwise provided herein or under the Restated Collaboration Agreement, Licensees shall not market the Software, the Equipment, any General Improvement of the iPoint(TM) Technology, or any part thereof, other than in connection with the insertion of Electronic Images into Licensed Telecasts, in accordance with the terms and conditions of this Agreement.


(b) Except as set forth in Section 2.1 or otherwise permitted in accordance with the other terms of this Agreement or the Restated Collaboration Agreement, Licensees shall not: (i) sublicense, lease, sell, assign, rent or otherwise transfer to others, or otherwise dispose of, the Software, the Documentation, the Equipment, any General Improvement or any other part of the iPoint(TM) Technology; (ii) use the iPoint(TM) Technology for any purpose other than in connection with the Licensed Telecasts; or (iii) transfer, assign, relicense or otherwise dispose of its rights under this Agreement.


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2.3 Compliance with Standards. Licensees acknowledge that any use of the iPoint(TM) Technology in violation of applicable laws or regulations and commonly recognized governmental, community or industry standards would cause severe and irreparable injury to PVI's reputation and legitimate business interests. Notwithstanding anything contained in this Agreement to the contrary, and in addition to Licensee's obligations under 2.4(a), Licensees shall not knowingly use the iPoint(TM) Technology in any manner inconsistent with any applicable laws or regulations and any commonly recognized governmental, community or industry standards, or in a manner that has not been approved by the rightsholders, sponsors, advertisers and broadcasters of the Licensed Telecast in question.


2.4 Obligations of Licensor.


(a) PVI agrees to continue the current iPoint(TM) Technology development program to develop a commercially deployed iPoint(TM) Technology product and once developed and deployed, to continue to support its iPoint(TM) Technology for the longer of (i) five (5) years after commercial deployment of the iPoint Technology by Cablevision or its Licensed Affiliates or (ii) for as long as PVI supports its iPoint(TM) Technology for any other customer.


(b) Upon request by Cablevision, PVI shall promptly deliver to Cablevision the Software, Documentation and other equipment needed to use the iPoint(TM) Technology as contemplated under this Agreement including without limitation any modifications, supplements or revisions thereof; provided, however, this Section 2.4 applies only to iPoint(TM) Technology in existence at the ...