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Mpeg-4 Visual Patent Portfolio License

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EXHIBIT 10.21

MPEG-4 VISUAL PATENT PORTFOLIO LICENSE

This Agreement is made this 1st day of October, 2007 by and between MPEG LA, L.L.C., a limited liability company of Delaware having a principal place of business in Denver, Colorado, U.S.A. (hereinafter " Licensing Administrator" ); and DivX, Inc., a Delaware Corporation, having a principal place of business in 4780 Eastgate Mall, San Diego, CA 92121 U.S.A. (hereinafter " Licensee" ).

WHEREAS , ISO/IEC and the Moving Pictures Experts Group have jointly adopted an international standard relating to visual data compression, formally known as ISO/IEC 14496-2, and referred to in this Agreement as the " MPEG-4 Visual Standard" (as more fully defined herein below); WHEREAS, Canon, Inc., a corporation of Japan, having a principal place of business in Tokyo, Japan; Competitive Technologies, Inc., a corporation of Delaware, U.S.A., having a principal place of business in Fairfield, Connecticut, U.S.A.; Curitel Communications, Inc., a corporation of Korea, having a principal place of business in Seoul, Korea; France Te9le9com, socie9te9 anonyme, a corporation of France, having a principal place of business in Paris, France; Fujitsu Limited, a corporation of Japan, having a principal place of business in Kawasaki, Japan; General Electric Capital Corporation, a corporation of Delaware, U.S.A., having a principal place of business in Norwalk, Connecticut, U.S.A.; GE Technology Development, Inc., a corporation of Delaware, U.S.A., having a principal place of business in Princeton, New Jersey, U.S.A.; Hitachi, Ltd., a corporation of Japan, having a principal place of business in Tokyo, Japan; KDDI Corporation, a corporation of Japan, having a principal place of business in Tokyo, Japan; Koninklijke Philips Electronics N.V., a corporation of the Netherlands, having a principal place of business in Amsterdam, the Netherlands; LG Electronics, Inc., a corporation of Korea, having a principal place of business in Seoul, Korea; Matsushita Electric Industrial Co., Ltd., a corporation of Japan, having a principal place of business in Osaka, Japan; Microsoft Corporation, a corporation of Washington, U.S.A., having a principal place of business in Redmond, Washington, U.S.A.; Mitsubishi Electric Corporation, a corporation of Japan, having a principal place of business in Tokyo, Japan; Oki Electric Industry Co., a corporation of Japan, having a principal place of business in Tokyo, Japan; Robert Bosch GmbH, a corporation of Germany, having a principal place of business in Stuttgart, Germany; Samsung Electronics Co., Ltd., a corporation of Korea, having a principal place of business in Seoul, Korea; SANYO Electric Co., Ltd., a corporation of Japan, having a principal place of business in Osaka, Japan; Sharp Kabushiki Kaisha, a corporation of Japan, having a principal place of business in Osaka-Fu, Japan; Sony Corporation, a corporation of Japan, having a principal place of business in Tokyo, Japan; Telenor Communication II AS, a corporation of Norway, having a principal place of business in Fornebu, Norway; Toshiba Corporation, a corporation of Japan, having a principal place of business in Tokyo, Japan; and Victor Company of Japan, Ltd., a corporation of Japan, having a principal place of business in Yokohama, Japan; (hereinafter collectively the " Licensors" or individually " Licensor," as more fully defined in this Agreement) each own and have the right to license, or have the right to sublicense, one or more patents, utility models and/or enforceable allowed patent or enforceable allowed utility model applications published for opposition which claim apparatus and/or methods necessary for compliance with the MPEG-4 Visual Standard;

MPEG-4 VISUAL PATENT PORTFOLIO

LICENSE (cont' d)


WHEREAS, each Licensor believes that the MPEG-4 Visual Standard represents significant advances in the field of digital visual data compression, which will make available innovative new products and services to the public, and for this reason desires to encourage widespread adoption of the MPEG-4 Visual Standard by video product and video service industries throughout the world;

WHEREAS, each Licensor hereby commits to make available individual licenses and/or sublicenses under any and all MPEG-4 Visual Essential Patents licensable or sublicensable by the Licensor (without payment to any third party) to any individual, company or other entity requiring such a license and/or sublicense on fair, reasonable and nondiscriminatory terms and conditions in light of the terms offered herein;

WHEREAS, each Licensor has granted the Licensing Administrator a worldwide, nonexclusive license and/or sublicense under all MPEG-4 Visual Essential Patents licensable or sublicensable by the Licensor without payment to any third party to allow the Licensing Administrator to grant worldwide, nonexclusive sublicenses under all such MPEG-4 Visual Essential Patent(s) under the terms hereof;

WHEREAS, the Licensors desire to make available, through the Licensing Administrator, license rights under their respective MPEG-4 Visual Essential Patents in a single sublicense with a variety of licensing and royalty payment choices for licensees for the convenience of any individual, company or other entity desirous of acquiring such rights, thereby avoiding the need of such individual, company or other entity to obtain separate licenses from each of the Licensors under its MPEG-4 Visual Essential Patent(s);

WHEREAS, the Licensing Administrator desires to grant MPEG-4 Visual Patent Portfolio Licenses to all individuals, companies and other entities requiring such a license under the terms and conditions set forth herein;

WHEREAS, nothing in this Agreement precludes the respective Licensors from licensing or sublicensing rights under individual MPEG-4 Visual Essential Patent(s) to make, use, sell, or offer to sell products or processes including, but not limited to, the rights licensed in the MPEG-4 Visual Patent Portfolio License;

WHEREAS, Licensee understands that this MPEG-4 Visual Patent Portfolio License is offered for the convenience of Licensee to, among other things, (i) obtain rights under the patents of several entities in a single license; and (ii) pay a single royalty without having to compute the number of MPEG-4 Visual Essential Patent(s) used. Licensee understands that it is free to contact any Licensor to negotiate a license for any Patent offered herein on any terms and conditions which may be mutually acceptable to such Licensee and Licensor;

WHEREAS, Licensee understands that it may execute this Agreement as either a Legal Entity or an Enterprise (as those terms are defined herein);

WHEREAS, Licensee understands (subject to its election under Subsections 3.1.1 and 3.1.2) that no royalty is required to be paid on any product Manufactured, used or Sold unless such product infringes an existing Patent that would be infringed but for the license(s) granted under this Agreement; and

MPEG-4 VISUAL PATENT PORTFOLIO

LICENSE (cont' d)


WHEREAS, Licensee elects in its sole discretion to enter into this Agreement rather than exercise its option to negotiate individual licenses with one or more Licensors under whatever Patent(s) Licensee desires, and Licensee desires for its own convenience to obtain rights which Licensee has elected under the MPEG-4 Visual Essential Patent(s) of the Licensors as offered by this Agreement in a single sublicense from the Licensing Administrator under the terms hereof.

NOW, THEREFORE, the Licensing Administrator and Licensee AGREE AS FOLLOWS:

0. EFFECTIVE DATE

0.1 This License Agreement shall be effective as of January 1, 2000.

1. DEFINITIONS

The definitions set forth in this Section shall apply to the following terms when used with initial capital letters in this Agreement, its attachments, and amendments hereto. The below definitions may be changed by the Licensing Administrator upon written notice to the Licensee in light of changed market conditions in order to effectuate the purpose of this Agreement.

1.1 Affiliate - shall mean a corporation, company, or other entity which now or hereinafter, directly or indirectly, controls, is controlled by or is under common control with a party. The term " control" as used in this Section 1.1 shall mean (a) ownership of more than 50% of the outstanding shares representing the right to vote for directors or other managing officers of such corporation, company or other entity, or for a corporation, company or other entity which does not have outstanding shares, of more than 50% of the ownership interest representing the right to make decisions for such corporation, company or other entity, or (b) a relationship similar to that described in Subsection 1.1(a) deemed by the Licensing Administrator in its sole discretion to represent " control." An entity shall be deemed an Affiliate only so long as such " control" exists.

1.2 Agreement - shall mean this sublicense between the Licensing Administrator and Licensee, including exhibits, attachments, amendments and modifications hereto.

1.3 Arm' s-Length Sale - shall mean a Sale between or among unrelated entities at competitive conditions which prevail in the market or the equivalent of such Sale.

1.4 Calendar Year - shall mean the period commencing on January 1 and concluding on December 31 of any year.

MPEG-4 VISUAL PATENT PORTFOLIO

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1.5 Confidential Information - shall mean any information given to the Licensing Administrator pursuant to Article 5 of this Agreement which is designated " confidential" by Licensee.

1.6 Consumer - shall mean a natural person acting in his or her own personal capacity and not engaged in commercial activity or activity for which he or she receives any remuneration.

1.7 E-mail - shall mean an application for transferring text messages, data, video and/or attached files, electronically between users over one or more networks using various network protocols, such as Internet Protocol and Simple Mail Transfer Protocol.

1.8 End User - shall mean any person or entity which orders, purchases, retrieves, receives or is specifically sent MPEG-4 Video for their or its own personal or commercial use, whether alone or in combination with any other product, and not for re-Sale.

1.9 Enterprise - shall mean a Legal Entity and its Affiliates.

1.10 Enterprise Licensee - shall mean a Licensee which elects an Enterprise License under Section 2.7 hereof. 1.11 Free Television MPEG-4 Video - shall mean MPEG-4 Video which constitutes television broadcasting which is sent to an End User and/or a Consumer by an over-the-air, satellite and/or cable Transmission, and which is not paid for by an End User. In order to constitute Free Television MPEG-4 Video, such MPEG-4 Video must not be licensable under Sections 2.3, 2.4 or 2.6 of this Agreement.

1.12 Fully Functioning - shall mean a component independently capable of encoding or decoding MPEG-4 Video but not an integrated End-User product.

1.13 Internet Broadcast MPEG-4 Video shall mean MPEG-4 Video that is neither Title-by-Title MPEG-4 Video nor Subscription MPEG-4 Video but that is sent to an End User by means of the World Wide Web or Internet through the End User' s use of, for example, a Web Browser or an electronic transfer between users over one or more networks using one or more network protocols such as the Internet Protocol or Simple Mail Transfer Protocol. MPEG-4 Video shall not be Internet Broadcast MPEG-4 Video if the End User pays remuneration to the Seller of such Video for the right to receive or view such video. 1.14 Legal Entity - shall mean a corporation, limited liability company, partnership or other entity recognized by state, provincial or national law as having the power to sue or be sued.

1.15 Licensed Product (Licensed Products) - shall mean any product, including software, licensed under Article 2 of this Agreement.

MPEG-4 VISUAL PATENT PORTFOLIO

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1.16 Licensors (individually Licensor) - shall mean Canon, Inc.; Competitive Technologies, Inc.; Curitel Communications, Inc.; France Te9le9com, socie9te9 anonyme; Fujitsu Limited; General Electric Capital Corporation; GE Technology Development, Inc.; Hitachi, Ltd.; KDDI Corporation; Koninklijke Philips Electronics N.V.; LG Electronics, Inc., Matsushita Electric Industrial Co., Ltd.; Microsoft Corporation; Mitsubishi Electric Corporation; Oki Electric Industry Co.; Robert Bosch GmbH, Samsung Electronics Co., Ltd.; SANYO Electric Co., Ltd.; Sharp Kabushiki Kaisha; Sony Corporation; Telenor Communication II AS; Toshiba Corporation; and Victor Company of Japan, Ltd.; subject to additions and deletions from time to time, as identified in Attachment 1 hereto.

1.17 Manufacture (Manufactured) (Manufacturer) - shall mean fabrication, reproduction, copying, assembly, or otherwise making of substantially the entire finished MPEG-4 Visual Product.

1.18 MPEG-4 Video - shall mean video information encoded in compliance with the MPEG-4 Visual Standard. 1.19 MPEG-4 Video Decoder(s) - shall mean a decoder used to decode MPEG-4 Video. 1.20 MPEG-4 Video Encoder(s) - shall mean an encoder used to encode MPEG-4 Video.

1.21 MPEG-4 Visual Essential Patent - shall mean any and all claim(s), but only such claim(s), in a Patent which are necessarily infringed in connection with the use or implementation of the MPEG-4 Visual Standard under the laws of the country which issued or published the Patent.

1.22 MPEG-4 Visual Patent Portfolio - shall mean the portfolio of MPEG-4 Visual Essential Patent(s) initially identified in Attachment 1 hereto, which portfolio may be supplemented or reduced from time to time in accordance with the provisions of this Agreement.

1.23 MPEG-4 Visual Patent Portfolio Patent - shall mean an MPEG-4 Visual Essential Patent under which a Licensor has the right to grant a license or sublicense to a third party (without payment to any third party) with the right of such third party to grant sublicenses, and which is included in the MPEG-4 Visual Patent Portfolio.

1.24 MPEG-4 Visual Product(s) - shall mean any product or thing in whatever form which constitutes or contains one or more fully functioning MPEG-4 Video Decoder(s) or MPEG-4 Video Encoder(s).

1.25 MPEG-4 Visual Related Patent - shall mean any and all claims, but only such claims, in any Patent in the field of visual data compression which is not an MPEG-4 Visual Essential Patent but which are infringed by an apparatus or a method using or implementing the MPEG-4 Visual Standard under the laws of the country which issued or published the Patent.

MPEG-4 VISUAL PATENT PORTFOLIO

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1.26 MPEG-4 Visual Royalty Product - shall mean a product for which a royalty is payable to the Licensing Administrator hereunder. 1.27 MPEG-4 Visual Standard - shall mean the MPEG-4 standard for simple, core, main, simple scalable, N-bit, basic animated texture, scalable texture, simple FA, advanced real time simple, core scalable, advanced coding efficiency, advanced core, advanced scalable texture, simple FBA, hybrid, advanced simple, fine granularity scalable, simple studio, and/or core studio profiles as defined in ISO/IEC 14496-2:2001 [Part 2 Visual dated 2001-12-01], 14496-2:2001/Amd.1:2002 [Studio profile dated 2002-02-01], or 14496-2:2001/Amd.2:2002 [Streaming video profile dated 2002-02-01]. 1.28 Patent(s) - shall mean any issued patent or issued utility model of any country, or any enforceable allowed patent application or enforceable allowed utility model application, published for opposition in any country.

1.29 Personal Computer - shall mean a device Sold to an End User which comprises one or more processing units and peripheral units that are controlled by, or in communication with, a computer operating system capable of performing multiple functions, including, but not limited to at least the following: internet access, word processing, e-mail sending and receiving, spreadsheet calculations, database management, and data storage and retrieval. A Personal Computer may also be capable of encoding and/or decoding MPEG-4 Video but such capability shall not be, in the sole judgment of the Licensing Administrator, the primary function of a device in order for that device to be a Personal Computer. A Personal Computer shall not mean hardware products that have as their primary purpose a limited functionality or limited functionalities such as a personal digital assistant (" PDA" ), mobile phone, set-top box, gaming console or DVD player.

1.30 Sale (Sell) (Sold) - shall mean any sale, rental, lease, license, copying, reproduction, Transmission, or other form of distribution of an MPEG-4 Visual Product or the Transmission of MPEG-4 Video for use in connection with an MPEG-4 Visual Product. For purposes of Subsections 3.1.1, 3.1.2, and 3.1.5 of this Agreement, a Manufacture or Sale shall be deemed to take place in the country in which title to the MPEG-4 Visual Product passes from Licensee, in the country in which a Transmission occurs or encoding occurs, except that if there is no MPEG-4 Visual Essential Patent in such country, then a Manufacture or Sale shall be deemed to take place in the country in which the MPEG-4 Visual Product is used by an End User.

MPEG-4 VISUAL PATENT PORTFOLIO

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1.31 Subscriber - shall mean either (a) an identified End User which, during any Calendar Year, uses an MPEG-4 Video Decoder or, if the identity of such End User is not known to the Licensee, (b) a decoder which is used by an End User at any time during any Calendar Year to decode any Subscription MPEG-4 Video. With respect to each licensee' s royalty and royalty reporting obligations under Article 3 hereof, a Subscriber shall be counted as only one Subscriber regardless of the level of any individual Subscriber' s use and/or viewing of MPEG-4 Video in any Calendar Year. 1.32 Subscription MPEG-4 Video - shall mean MPEG-4 Video which is not Title-by-Title MPEG-4 Video and for which an End User is obligated to pay any form of remuneration. Subscription MPEG-4 Video shall include, but is not limited to, MPEG-4 Video Transmitted by satellite, internet, cable or mobile telephone and which is paid for by the End User based on the End User' s access to or usage of such MPEG-4 Video over a specific period of time.

1.33 Title - shall mean an identification given to a segment of MPEG-4 Video that generally concerns a related topic or topics and has what is generally considered to be a beginning and an end. By way of example only, a Title shall include a motion picture, a television show, a sporting event, a news broadcast, and categories of " short features" such as movie trailers, sports highlights, news updates, or other MPEG-4 Video which is advertised or marketed by the provider or seller of such video under a single name, or other single identification.

1.34 Title-by-Title MPEG-4 Video - shall mean MPEG-4 Video which is Sold to an End User in connection with the End User' s request for the specific content represented by the Title of MPEG-4 Video and for which an End User is obligated to pay any form of remuneration. Title-by-Title MPEG-4 Video shall include, but is not limited to, MPEG-4 Video contained on physical media, pay per view, video on demand and digital internet, mobile or other downloads or streams requested by the End User and paid for by the End User either on a transaction-by-transaction or any other basis. Title-by-Title MPEG-4 Video shall not include video which contains only advertising distributed by an entity for its own products and such entity receives no revenue in connection with the Transmission of such MPEG-4 Video except from Sales of its own products advertised in such MPEG-4 Video. No royalty shall be payable by a Licensee for Transmitting MPEG-4 Video as specifically described in the preceding sentence and as limited thereby.

1.35 Transmits (Transmission) (Transmitted) - shall mean the act of distributing, disseminating, streaming or otherwise delivering to a third party any MPEG-4 Video.

1.36 Web Browser - shall mean a network application for presenting information obtainable from web servers via one or more networks using various network protocols, such as the Internet Protocol, the Hypertext Transfer Protocol and the File Transfer Protocol.

MPEG-4 VISUAL PATENT PORTFOLIO

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2. LICENSING ADMINISTRATOR GRANT

2.1 MPEG-4 Video Decoder(s). Subject to the terms and conditions of this Agreement (including, without limitation, Articles 3 and 7), the Licensing Administrator hereby grants to Licensee, a Manufacturer and/or Seller of (i) MPEG-4 Video Decoders for sale to End Users directly or through a chain of distribution and/or (ii) Fully Functioning decoders for Personal Computers, a royalty-bearing worldwide, nonexclusive, nontransferable sublicense under all MPEG-4 Visual Essential Patent(s) in the MPEG-4 Visual Patent Portfolio to make, have made, Sell or offer for Sale MPEG-4 Video Decoders, and for a Consumer to use such decoders to decode MPEG-4 Video for their own personal use. NO OTHER LICENSE IS GRANTED IN THIS SECTION 2.1, BY IMPLICATION OR OTHERWISE, TO MANUFACTURE, SELL OR USE ANY DECODER. 2.2 MPEG-4 Video Encoder(s). Subject to the terms and conditions of this Agreement (including, without limitation, Articles 3 and 7), the Licensing Administrator hereby grants to Licensee, a Manufacturer and/or Seller of (i) MPEG-4 Video Encoders for sale to End Users directly or through a chain of distribution and/or (ii) Fully Functioning encoders for Personal Computers, a royalty-bearing, worldwide, nonexclusive, nontransferable sublicense under all MPEG-4 Visual Essential Patent(s) in the MPEG-4 Visual Patent Portfolio to make, have made, and Sell or offer for Sale MPEG-4 Video Encoders and for a Consumer to use such encoders to encode MPEG-4 Video for their own personal use. NO OTHER LICENSE IS GRANTED IN THIS SECTION 2.2, BY IMPLICATION OR OTHERWISE, TO MANUFACTURE, SELL OR USE ANY ENCODER. 2.3 Title-by-Title MPEG-4 Video. Subject to the terms and conditions of this Agreement (including, without limitation, Article 3), the Licensing Administrator hereby grants to Licensee, a (i) replicator or manufacturer of physical media which contains MPEG-4 Video and/or (ii) Seller of Title-by-Title MPEG-4 Video to an End User, a royalty bearing, worldwide, nonexclusive, nontransferable sublicense under all MPEG-4 Visual Essential Patent(s) in the MPEG-4 Visual Patent Portfolio for Licensee and End User to use any MPEG-4 Visual Product in connection with the Title-by-Title MPEG-4 Video for which a royalty is paid pursuant to this Agreement. NO OTHER LICENSE IS GRANTED IN THIS SECTION 2.3, BY IMPLICATION OR OTHERWISE.

MPEG-4 VISUAL PATENT PORTFOLIO

LICENSE (cont' d)

2.4 Subscription MPEG-4 Video. Subject to the terms and conditions of this Agreement (including, without limitation, Article 3), the Licensing Administrator hereby grants to Licensee, a Seller of Subscription MPEG-4 Video to an End User, a royalty-bearing, worldwide, nonexclusive, nontransferable sublicense under all MPEG-4 Visual Essential Patent(s) in the MPEG-4 Visual Patent Portfolio for Licensee and End User to use any MPEG-4 Visual Product in connection with the Subscription MPEG-4 Video for which a royalty is paid pursuant to this Agreement and which is Sold by Licensee to the End User. NO OTHER LICENSE IS GRANTED IN THIS SECTION 2.4, BY IMPLICATION OR OTHERWISE.

2.5 Free Television MPEG-4 Video. Subject to the terms and conditions of this Agreement (including, without limitation, Article 3), the Licensing Administrator hereby grants to Licensee who (i) Transmits Free Television MPEG-4 Video to an End User; and (ii) who is the apparent source of the video to the End User, a royalty-bearing, worldwide, nonexclusive, nontransferable sublicense under all MPEG-4 Visual Essential Patent(s) in the MPEG-4 Visual Patent Portfolio for Licensee and End User to use any MPEG-4 Visual Product in connection with Free Television MPEG-4 Video for which a royalty is paid pursuant to this Agreement and which is Transmitted by Licensee to the End User. NO OTHER LICENSE IS GRANTED IN THIS SECTION 2.5, BY IMPLICATION OR OTHERWISE.

2.6 Internet Broadcast MPEG-4 Video. Subject to the terms and conditions of this Agreement (including, without limitation, Article 3), the Licensing Administrator hereby grants to Licensee, a Seller of Internet Broadcast MPEG-4 Video to an End User, a royalty-bearing (except as provided in Subsection 3.1.6), worldwide, nonexclusive, nontransferable sublicense under all MPEG-4 Visual Essential Patent(s) in the MPEG-4 Visual Patent Portfolio for Licensee and for End User to use any MPEG-4 Visual Product in connection with the Internet Broadcast MPEG-4 Video for which any required royalty paid pursuant to this Agreement has been paid and which is Sold by Licensee to the End User. NO OTHER LICENSE IS GRANTED IN THIS SECTION 2.6, BY IMPLICATION OR OTHERWISE.

2.7 Enterprise License. Subject to the terms and conditions of this Agreement (including, without limitation, Articles 2 (as they apply to each individual Licensed Product), 3 and 7) the Licensing Administrator hereby grants to an Enterprise Licensee those licenses granted under Sections 2.1 and 2.2 herein and/or those licenses granted under Sections 2.3 through 2.6 (for which a separate royalty is payable pursuant to the terms of Subsection 3.1.7).

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