Technology License & Settlement Agreement

EXHIBIT 10.27


TECHNOLOGY LICENSE AND SETTLEMENT AGREEMENT


THIS TECHNOLOGY LICENSE AND SETTLEMENT AGREEMENT (the "Agreement") is entered into as of October 29, 2003 by and between NETWORK CACHING TECHNOLOGY L.L.C. ("NCT"), a Virginia limited liability company with offices at 1150 Waverly Street, Palo Alto, California, 94301, on the one hand, and BLUE COAT SYSTEMS, INC. (f/k/a "CacheFlow, Inc."), a Delaware Corporation with its principal place of business located at 650 Almanor Avenue, Sunnyvale, California, 94086, on the other.

RECITALS

WHEREAS, there is now pending in the United States District Court for the Northern District of California, a Civil Action entitled Network Caching Technology L.L.C. v. Novell, Inc. et al., CV-01-2079 (VRW) (BZ);


WHEREAS, the Lawsuit involves claims against Blue Coat for infringement of United States Patent No. 5,611,049, issued March 11, 1997, United States Patent No. 5,892,914, issued April 6, 1999, United States Patent No. 6,026,452, issued February 15, 2000, and United States Patent No. 6,085,234, issued July 4, 2000 and other claims recited in the pleadings of the Lawsuit;

WHEREAS, the Parties want to avoid further litigation risks and expenses and seek an amicable business resolution and settlement of the Lawsuit on the terms and conditions set forth below;


NOW, THEREFORE, in accordance with the foregoing recitals, and in consideration of the mutual covenants contained herein, NCT and Blue Coat agree as follows:

AGREEMENT

1. Definitions . As used in the Agreement, the following defined terms shall have the meanings indicated below:

1.1 " Agreement" means this Settlement Agreement including (unless context requires otherwise) any Exhibits and other attachments incorporated by reference in this Agreement.

1.2 " Effective Date" means the last date on which this Agreement was signed by all of the Parties.

1.3 " Lawsuit" means the litigation now pending in the United States District Court for the Northern District of California, a Civil Action entitled Network Caching Technology L.L.C. v. Novell, Inc. et al., CV-01-2079 (VRW) (BZ).

1.4 " NCT Patents" shall mean United States Patent No. 5,611,049, issued March 11, 1997, United States Patent No. 5,892,914, issued April 6, 1999, United States Patent No. 6,026,452, issued February 15, 2000, and United States Patent No. 6,085,234 issued July 4, 2000, and any continuations, continuations-in-part, divisionals, reexaminations, parents and

reissues, and all foreign and domestic patents and patent applications or counterparts thereto deriving or claiming priority to the above-cited U.S. patents and/or International Application Nos. PCTUS92/04939 .

1.5 " NCT" means Network Caching Technology L.L.C. and any successors in interest to any of the NCT Patents and any of its agents, employees, shareholders, officers, former employees, former officers, directors, subsidiaries, parent corporations, attorneys or other persons or entities acting on its behalf.


1.6 " Party" or " Parties" means NCT or Blue Coat, as these terms are defined herein in Section 1 of the Agreement, individually.


1.7 " Successor" or " Successors" means, with respect to any party hereto, any person or company, or the whole or any part thereof (including divisions, business lines or products) that through amalgamation, consolidation, purchase, or other legal succession become invested with the rights of any of the Parties.

1.8 " Term" means the term set forth at Section 6.1.


1.9 " Blue Coat" means CacheFlow, Inc., Blue Coat Systems, Inc., and any of its agents, employees, officers, former employees, former officers, directors, subsidiaries, parent corporations, acquired companies, attorneys or other persons or entities acting on its behalf.


1.10 "Blue Coat Product or Service" means all past, present, and future Blue Coat products or Blue Coat services incorporating or otherwise based upon any past, present, and future product made, used, sold, imported, licensed (or otherwise commercially exploited) and/or developed by or for Blue Coat.

2. Releases and Waiver of California Civil Code a7 1542.


2.1 NCT Release . NCT hereby releases, acquits and forever discharges Blue Coat, including their past, present and future officers, directors, employees, subsidiaries and affiliates, from any and all claims of liability for past, and present infringement or alleged past, and present infringement of the NCT Patents based on any Blue Coat Product or Service. NCT hereby covenants and warrants that it will not sue or commence any proceedings against Blue Coat or any affiliate, subsidiary, reseller or customer of Blue Coat with respect to any past, present, or future infringement of any of the NCT Patents with respect to all Blue Coat Products and Services.

2.2 Blue Coat Release . Blue Coat hereby releases NCT, including their past, present and future officers, directors, shareholders, agents, employees and attorneys, from any and all claims or counterclaims that could have been brought against NCT in the Lawsuit and that arise out of the facts and circumstances surrounding the Lawsuit and covenants not to sue NCT in the future for any such claims or counterclaims that could have been brought in the Lawsuit.

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