UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2016
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-34108
DIGIMARC CORPORATION
(Exact name of registrant as specified in its charter)
Oregon | 26-2828185 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
9405 SW Gemini Drive, Beaverton, Oregon 97008
(Address of principal executive offices) (Zip Code)
(503) 469-4800
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ¨ No x
As of April 22, 2016, there were 9,080,541 shares of the registrants common stock, par value $0.001 per share, outstanding.
2
Item 1. | Financial Statements. |
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(UNAUDITED)
March 31,
2016 |
December 31,
2015 |
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ASSETS | ||||||||
Current assets: |
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Cash and cash equivalents |
$ | 8,066 | $ | 3,160 | ||||
Marketable securities |
25,784 | 33,027 | ||||||
Trade accounts receivable, net |
2,296 | 4,616 | ||||||
Other current assets |
1,396 | 1,487 | ||||||
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Total current assets |
37,542 | 42,290 | ||||||
Marketable securities |
2,046 | 2,999 | ||||||
Property and equipment, net |
2,987 | 3,010 | ||||||
Intangibles, net |
6,563 | 6,613 | ||||||
Goodwill |
1,114 | 1,114 | ||||||
Other assets |
314 | 338 | ||||||
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Total assets |
$ | 50,566 | $ | 56,364 | ||||
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LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
Current liabilities: |
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Accounts payable and other accrued liabilities |
$ | 775 | $ | 1,657 | ||||
Deferred revenue |
2,609 | 3,023 | ||||||
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Total current liabilities |
3,384 | 4,680 | ||||||
Deferred rent and other long-term liabilities |
219 | 226 | ||||||
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Total liabilities |
3,603 | 4,906 | ||||||
Commitments and contingencies (Note 12) |
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Shareholders equity: |
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Preferred stock (par value $0.001 per share, 2,500 authorized, 10 shares issued and outstanding at March 31, 2016 and December 31, 2015) |
50 | 50 | ||||||
Common stock (par value $0.001 per share, 50,000 authorized, 9,077 and 8,919 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively) |
9 | 9 | ||||||
Additional paid-in capital |
78,379 | 77,439 | ||||||
Accumulated deficit |
(31,475 | ) | (26,040 | ) | ||||
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Total shareholders equity |
46,963 | 51,458 | ||||||
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Total liabilities and shareholders equity |
$ | 50,566 | $ | 56,364 | ||||
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The accompanying notes are an integral part of these consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(UNAUDITED)
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
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Revenue: |
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Service |
$ | 3,250 | $ | 3,501 | ||||
Subscription |
1,463 | 1,716 | ||||||
License |
867 | 772 | ||||||
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Total revenue |
5,580 | 5,989 | ||||||
Cost of revenue: |
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Service |
1,432 | 1,578 | ||||||
Subscription |
662 | 754 | ||||||
License |
96 | 84 | ||||||
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Total cost of revenue |
2,190 | 2,416 | ||||||
Gross profit |
3,390 | 3,573 | ||||||
Operating expenses: |
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Sales and marketing |
2,955 | 2,090 | ||||||
Research, development and engineering |
3,305 | 3,084 | ||||||
General and administrative |
2,170 | 2,206 | ||||||
Intellectual property |
434 | 367 | ||||||
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Total operating expenses |
8,864 | 7,747 | ||||||
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Operating loss |
(5,474 | ) | (4,174 | ) | ||||
Other income, net |
46 | 23 | ||||||
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Loss before income taxes |
(5,428 | ) | (4,151 | ) | ||||
(Provision) benefit for income taxes |
(7 | ) | 1 | |||||
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Net loss |
$ | (5,435 | ) | $ | (4,150 | ) | ||
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Earnings (loss) per common share: |
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Loss per common sharebasic |
$ | (0.64 | ) | $ | (0.52 | ) | ||
Loss per common sharediluted |
$ | (0.64 | ) | $ | (0.52 | ) | ||
Weighted average common shares outstandingbasic |
8,533 | 7,960 | ||||||
Weighted average common shares outstandingdiluted |
8,533 | 7,960 |
The accompanying notes are an integral part of these consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(In thousands)
(UNAUDITED)
Preferred Stock | Common Stock |
Additional
Paid-in Capital |
Accumulated
Deficit |
Total
Shareholders Equity |
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Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2014 |
10 | $ | 50 | 8,427 | $ | 8 | $ | 60,222 | $ | (8,106 | ) | $ | 52,174 | |||||||||||||||
Exercise of stock options |
| | 45 | 1 | 873 | | 874 | |||||||||||||||||||||
Issuance of restricted common stock |
| | 90 | | | | | |||||||||||||||||||||
Forfeiture of restricted common stock |
| | (5 | ) | | | | | ||||||||||||||||||||
Purchase and retirement of common stock |
| | (17 | ) | | (496 | ) | | (496 | ) | ||||||||||||||||||
Stock-based compensation |
| | | | 1,254 | | 1,254 | |||||||||||||||||||||
Net loss |
| | | | | (4,150 | ) | (4,150 | ) | |||||||||||||||||||
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BALANCE AT MARCH 31, 2015 |
10 | $ | 50 | 8,540 | $ | 9 | $ | 61,853 | $ | (12,256 | ) | $ | 49,656 | |||||||||||||||
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BALANCE AT DECEMBER 31, 2015 |
10 | $ | 50 | 8,919 | $ | 9 | $ | 77,439 | $ | (26,040 | ) | $ | 51,458 | |||||||||||||||
Exercise of stock options |
| | 15 | | 145 | | 145 | |||||||||||||||||||||
Issuance of restricted common stock |
| | 162 | | | | | |||||||||||||||||||||
Forfeiture of restricted common stock |
| | (1 | ) | | | | | ||||||||||||||||||||
Purchase and retirement of common stock |
| | (18 | ) | | (520 | ) | | (520 | ) | ||||||||||||||||||
Stock-based compensation |
| | | | 1,315 | | 1,315 | |||||||||||||||||||||
Net loss |
| | | | | (5,435 | ) | (5,435 | ) | |||||||||||||||||||
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BALANCE AT MARCH 31, 2016 |
10 | $ | 50 | 9,077 | $ | 9 | $ | 78,379 | $ | (31,475 | ) | $ | 46,963 | |||||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(UNAUDITED)
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
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Cash flows from operating activities: |
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Net loss |
$ | (5,435 | ) | $ | (4,150 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation, amortization and write-off of property and equipment |
339 | 328 | ||||||
Amortization and write-off of intangibles |
290 | 277 | ||||||
Changes in allowance for doubtful accounts |
| 10 | ||||||
Stock-based compensation |
1,283 | 1,217 | ||||||
Changes in operating assets and liabilities: |
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Trade accounts receivable |
2,320 | 915 | ||||||
Other current assets |
91 | 93 | ||||||
Other assets |
24 | 41 | ||||||
Accounts payable and other accrued liabilities |
(663 | ) | (99 | ) | ||||
Deferred revenue |
(457 | ) | (668 | ) | ||||
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Net cash used in operating activities |
(2,208 | ) | (2,036 | ) | ||||
Cash flows from investing activities: |
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Purchase of property and equipment |
(490 | ) | (125 | ) | ||||
Capitalized patent costs |
(217 | ) | (194 | ) | ||||
Maturity of marketable securities |
14,277 | 8,171 | ||||||
Purchase of marketable securities |
(6,081 | ) | (7,252 | ) | ||||
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Net cash provided by investing activities |
7,489 | 600 | ||||||
Cash flows from financing activities: |
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Exercise of stock options |
145 | 874 | ||||||
Purchase of common stock |
(520 | ) | (496 | ) | ||||
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Net cash provided by (used in) financing activities |
(375 | ) | 378 | |||||
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Net increase (decrease) in cash and cash equivalents |
4,906 | (1,058 | ) | |||||
Cash and cash equivalents at beginning of period |
3,160 | 6,122 | ||||||
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Cash and cash equivalents at end of period |
$ | 8,066 | $ | 5,064 | ||||
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Supplemental disclosure of cash flow information: |
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Cash paid for income taxes, net |
$ | 6 | $ | 2 | ||||
Supplemental schedule of non-cash investing activities: |
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Property and equipment and patent costs in accounts payable |
$ | 30 | $ | 140 | ||||
Stock-based compensation capitalized to software and patent costs |
$ | 32 | $ | 37 |
The accompanying notes are an integral part of these consolidated financial statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(UNAUDITED)
1. Description of Business and Significant Accounting Policies
Description of Business
Digimarc Corporation (Digimarc or the Company), an Oregon corporation, enables governments and enterprises around the world to give digital identities to media and objects that computers can sense and recognize and to which they can react. The Company has developed the Digimarc Discover ® and Digimarc Barcode Intuitive Computing Platform that are designed to optimize the identification of all consumer brand impressions, wherever and whenever they may appear, facilitating modern mobile-centric shopping. The platform includes means to embed Digimarc Barcodes, invisible and inaudible barcode-like information that is recognizable by smartphones, tablets, industrial scanners, and other computer interfaces into virtually all forms of media content, including consumer product packaging. Digimarc Barcodes have many applications, including facilitating remarkably faster scanning of products at retail checkout as well as improved engagement with smartphone-equipped consumers. The Digimarc Barcode is robust yet imperceptible by people in ordinary use, allowing for reliable, efficient, economical, globally scalable automatic identification of media without visible computer codes like traditional barcodes.
Interim Consolidated Financial Statements
The Company has adhered to the accounting policies set forth in its Annual Report on Form 10-K for the year ended December 31, 2015 in preparing the accompanying interim consolidated financial statements.
The accompanying interim consolidated financial statements have been prepared from the Companys records without audit and, in managements opinion, include all adjustments (consisting of only normal recurring adjustments) necessary to fairly reflect the financial condition and the results of operations for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (SEC).
These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on February 25, 2016. The results of operations for the interim periods presented in these consolidated financial statements are not necessarily indicative of the results for the full year.
Reclassifications
Certain prior period amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to current period presentation. These reclassifications had no material effect on the results of operations or financial position for any period presented.
Accounting Pronouncements Adopted
In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangement. ASU No. 2015-05 provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments in this update are effective for fiscal years beginning after December 31, 2015, and interim periods beginning in the first interim period within the year of adoption. The Company has adopted this standard electing the prospective transition approach and noted no material impact on its financial condition, results of operations and disclosures.
Accounting Pronouncements Issued But Not Yet Adopted
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU No. 2014-09 provides specific guidance to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14 to defer the effective date of the new revenue standard
7
for public entities by one-year to annual reporting periods beginning after December 31, 2017, and interim periods beginning in the first interim period within the year of adoption. The amendments in this update permit the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently assessing the potential future impact of this standard on its financial condition, results of operations and disclosures.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall, Recognition and Measurement of Financial Assets and Liabilities (Subtopic 825-10). ASU No. 2016-01 updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. This guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in this update are effective for fiscal years beginning after December 31, 2017, and interim periods beginning in the first interim period within the year of adoption. Early adoption is permitted. The Company is currently assessing the potential future impact of this standard on its financial condition, results of operations and disclosures.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which supersedes Topic 840, Leases. ASU No. 2016-02 increases the transparency and comparability of organizations by recognizing leases assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance requires that operating leases recognize a right-of-use asset and a lease liability measured at the present value of the lease payments in the statement of financial position, recognize a single lease cost allocated over the lease term on a generally straight-line basis, and classify all cash payments within operating activities in the statement of cash flows. The amendments in this update are effective for fiscal years beginning after December 31, 2018, and interim periods beginning in the first interim period within the year of adoption. Early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach which includes a number of optional practical expedients that entities may elect to apply. The Company is currently assessing the potential future impact of this standard on its financial condition, results of operations, cash flows and disclosures.
In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718) . ASU No. 2016-09 simplifies the accounting for share-based payment transactions, including accounting for income taxes, forfeitures, statutory tax withholding requirements, and classification in the statement of cash flows. The amendments in this update are effective for fiscal years beginning after December 31, 2016, and interim periods beginning in the first interim period within the year of adoption. Early adoption is permitted. Any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the potential future impact of this standard on its financial condition, results of operations, cash flows and disclosures.
2. Fair Value of Financial Instruments
The estimated fair values of the Companys financial instruments, which include cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate their carrying values due to the short-term nature of these instruments. The Company records marketable securities at amortized cost, which approximates fair value.
The Companys fair value hierarchy for its cash equivalents and marketable securities as of March 31, 2016 and December 31, 2015, respectively, was as follows:
March 31, 2016 |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Money market securities |
$ | 2,255 | $ | | $ | | $ | 2,255 | ||||||||
Federal agency notes |
| 10,242 | | 10,242 | ||||||||||||
U.S. treasuries |
| 7,555 | | 7,555 | ||||||||||||
Commercial paper |
| 7,497 | | 7,497 | ||||||||||||
Corporate notes |
| 4,891 | | 4,891 | ||||||||||||
Pre-refunded municipal bonds (1) |
| 1,836 | | 1,836 | ||||||||||||
Certificates of deposits |
| 381 | | 381 | ||||||||||||
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Total |
$ | 2,255 | $ | 32,402 | $ | | $ | 34,657 | ||||||||
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8
December 31, 2015 |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Money market securities |
$ | 2,001 | $ | | $ | | $ | 2,001 | ||||||||
Federal agency notes |
| 11,722 | | 11,722 | ||||||||||||
U.S. treasuries |
| 7,059 | | 7,059 | ||||||||||||
Corporate notes |
| 6,884 | | 6,884 | ||||||||||||
Pre-refunded municipal bonds (1) |
| 4,747 | | 4,747 | ||||||||||||
Commercial paper |
| 3,794 | | 3,794 | ||||||||||||
Certificates of deposits |
| 2,220 | | 2,220 | ||||||||||||
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Total |
$ | 2,001 | $ | 36,426 | $ | | $ | 38,427 | ||||||||
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(1) | Pre-refunded municipal bonds are collateralized by U.S. treasuries. |
The fair value maturities of the Companys cash equivalents and marketable securities as of March 31, 2016 are as follows:
Maturities by Period | ||||||||||||||||||||
Total |
Less than
1 year |
1-5 years | 5-10 years |
More than
10 years |
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Cash equivalents and marketable securities |
$ | 34,657 | $ | 32,611 | $ | 2,046 | $ | | $ | | ||||||||||
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The Company considers all highly liquid marketable securities with original maturities of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents include money market funds and certificates of deposit totaling $6,827 and $2,401 at March 31, 2016 and December 31, 2015, respectively. Cash equivalents are carried at cost or amortized cost, which approximates fair value.
3. Revenue Recognition
The Company derives its revenue primarily from professional services, subscriptions and licensing of its intellectual property:
| Service revenue consists primarily of software development and consulting services. The majority of service revenue arrangements are structured as time and materials consulting agreements. |
| Subscription revenue includes Digimarc Discover, Digimarc Barcode and Guardian products and services, is generally recurring, paid in advance and recognized over the term of the subscription. |
| License revenue originates primarily from licensing the Companys intellectual property where the Company receives license fees and/or royalties as its income stream. |
Revenue is recognized in accordance with ASC 605 Revenue Recognition and ASC 985 Software when the following four criteria are met:
(i) | persuasive evidence of an arrangement exists, |
(ii) | delivery has occurred, |
(iii) | the fee is fixed or determinable, and |
(iv) | collection is reasonably assured or probable. |
Some customer arrangements encompass multiple deliverables, such as patent licenses, professional services, software licenses, and maintenance and support fees. For arrangements that include multiple deliverables, the Company identifies separate units of accounting at inception based on the consensus reached under ASC 605-25 Multiple-Element Arrangements , which provides that revenue arrangements with multiple deliverables should be divided into separate units of accounting if certain criteria are met. The Company applies ASC 985 to software deliverables when relevant. The consideration for the arrangements under ASC 605-25 is allocated to the separate units of accounting using the relative selling price method.
The relative selling price method allocates the consideration based on the Companys specific assumptions rather than assumptions of a marketplace participant, and any discount in the arrangement proportionally to each deliverable on the basis of each deliverables selling price.
9
Applicable revenue recognition criteria are considered separately for each separate unit of accounting as follows:
| Service revenue is generally determined based on time and materials. Revenue for development and consulting services is recognized as the services are performed. Billing for services rendered generally occurs within one month after the services are provided. |
| Subscription revenue, which includes revenue from the sale of Digimarc Discover, Digimarc Barcode and Guardian products and services, is generally paid in advance and recognized over the term of the subscription, which is generally one to three years. |
| License revenue is recognized when amounts owed to the Company have been earned, are fixed or determinable (within the Companys normal 30 to 60 day payment terms), and collection is reasonably assured. If the payment terms extend beyond the normal 30 to 60 days, the fee may not be considered to be fixed or determinable, and the revenue would then be recognized when installments are due. |
| The Company records revenue from certain license agreements upon cash receipt as a result of collectability not being reasonably assured. |
| The Companys standard payment terms for license arrangements are 30 to 60 days. Extended payment terms on patent license arrangements are not considered to be fixed or determinable if payments are due beyond the Companys standard payment terms, primarily because of the risk of substantial modification present in the Companys patent licensing business. As such, revenue on license arrangements with extended payment terms are recognized as fees become fixed or determinable. |
Deferred revenue consists of billings in advance for professional services, subscriptions and licenses for which revenue has not been earned.
4. Segment Information
Geographic Information
The Company derives its revenue from a single reporting segment: media management solutions. Revenue is generated in this segment through development services, subscriptions and licensing of intellectual property. The Company markets its products in the U.S. and in non-U.S. countries through its sales and licensing personnel.
Revenue by geographic area, based upon the bill-to location, was as follows:
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
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Domestic |
$ | 1,133 | $ | 1,687 | ||||
International (1) |
4,447 | 4,302 | ||||||
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Total |
$ | 5,580 | $ | 5,989 | ||||
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(1) | Revenue from the Central Banks, consisting of a consortium of central banks around the world, is classified as international revenue. Reporting revenue by country for this customer is not practicable. |
Major Customers
Customers who accounted for 10% or more of the Companys revenue are as follows:
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
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Central Banks |
63 | % | 59 | % |
10
Long-lived assets by geographical area
The Companys long-lived assets are all domestic, domiciled in the U.S.
5. Stock-Based Compensation
Stock-based compensation includes expense charges for all stock-based awards to employees and directors. These awards include option grants and restricted stock awards.
Stock-based compensation expense related to internal labor is capitalized to software and patents based on direct labor hours charged to capitalized software and patent costs.
Determining Fair Value
Stock Options
The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The fair value of stock options is determined on the date of the grant (measurement date), and is recognized over the vesting period of the option using the straight-line method.
There were no stock options granted during the three-month periods ended March 31, 2016 and 2015.
The Company records stock-based compensation expense for stock option awards only for those awards that are expected to vest.
Restricted Stock
The fair value of restricted stock awarded is based on the fair market value of the Companys common stock on the date of the grant (measurement date), and is recognized over the vesting period of the award using the straight-line method.
The Company records stock-based compensation expense for restricted stock awards only for those awards that are expected to vest.
Stock-based Compensation
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
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Stock-based compensation: |
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Cost of revenue |
$ | 173 | $ | 185 | ||||
Sales and marketing |
212 | 159 | ||||||
Research, development and engineering |
325 | 287 | ||||||
General and administrative |
501 | 518 | ||||||
Intellectual property |
72 | 68 | ||||||
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Stock-based compensation expense |
1,283 | 1,217 | ||||||
Capitalized to software and patent costs |
32 | 37 | ||||||
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Total stock-based compensation |
$ | 1,315 | $ | 1,254 | ||||
|
|
|
|
The following table sets forth total unrecognized compensation cost related to non-vested stock-based awards granted under all equity compensation plans, including stock options and restricted stock:
As of
March 31, 2016 |
As of
December 31, 2015 |
|||||||
Total unrecognized compensation costs |
$ | 12,850 | $ | 9,549 | ||||
|
|
|
|
Total unrecognized compensation costs will be adjusted for any future changes in estimated forfeitures.
11
The Company expects to recognize the unrecognized compensation costs as of March 31, 2016 for stock options and restricted stock over weighted average periods through March 2020 as follows:
Stock
Options |
Restricted
Stock |
|||||||
Weighted average period |
0.0 years | 1.51 years | ||||||
|
|
|
|
Stock Option Activity
As of March 31, 2016, under all of the Companys stock-based compensation plans, equity awards to purchase an additional 1,298 shares were authorized for future grants under the plans. The Company issues new shares upon option exercises.
The following table reconciles the outstanding balance of stock options:
Three-months ended March 31, 2016: |
Options |
Weighted
|
Weighted
|
Aggregate
|
||||||||||||
Outstanding at December 31, 2015 |
490 | $ | 17.73 | $ | 8.69 | |||||||||||
Granted |
| | | |||||||||||||
Exercised |
(15 | ) | 9.64 | 6.30 | ||||||||||||
Forfeited or expired |
| | | |||||||||||||
|
|
|||||||||||||||
Outstanding at March 31, 2016 |
475 | $ | 17.98 | $ | 8.76 | $ | 5,851 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Exercisable at March 31, 2016 |
475 | $ | 17.98 | $ | 5,851 | |||||||||||
|
|
|
|
|
|
The aggregate intrinsic value is based on the closing price of $30.30 per share of Digimarc common stock on March 31, 2016, which would have been received by the optionees had all of the options with exercise prices less than $30.30 per share been exercised on that date.
Restricted Stock Activity
The following table reconciles the unvested balance of restricted stock:
Three-months ended March 31, 2016: |
Number of
Shares |
Weighted
Average Grant Date Fair Value |
||||||
Unvested balance, December 31, 2015 |
408 | $ | 24.30 | |||||
Granted |
162 | $ | 28.55 | |||||
Vested |
(44 | ) | $ | 24.85 | ||||
Forfeited |
(1 | ) | $ | 27.94 | ||||
|
|
|||||||
Unvested balance, March 31, 2016 |
525 | $ | 25.56 | |||||
|
|
|
|
The following table indicates the fair value of all restricted stock awards that vested during the three-months ended March 31, 2016 and 2015:
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
|||||||
Fair value of restricted stock awards vested |
$ | 1,278 | $ | 1,213 | ||||
|
|
|
|
6. Earnings Per Common Share
The Company calculates basic and diluted earnings per common share in accordance with ASC 260 Earnings Per Share , using the two-class method because the Companys unvested restricted stock is a participating security since these awards contain non-forfeitable rights to receive dividends. Under the two-class method, earnings are allocated to each class of common stock and participating security as if all of the net earnings for the period had been distributed.
12
Basic earnings per common share excludes dilution and is calculated by dividing earnings to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing earnings to common shares by the weighted-average number of common shares, as adjusted for the potentially dilutive effect of stock options. The following table reconciles earnings (loss) per common share for the three-months ended March 31, 2016 and 2015:
Three Months
Ended March 31, 2016 |
Three Months
Ended March 31, 2015 |
|||||||
Basic Earnings (Loss) per Common Share: |
||||||||
Numerator: |
||||||||
Net loss |
$ | (5,435 | ) | $ | (4,150 | ) | ||
Distributed earnings to common shares |
| | ||||||
Distributed earnings to participating securities |
| | ||||||
|
|
|
|
|||||
Total distributed earnings |
| |||||||
Undistributed loss allocable to common shares |
(5,435 | ) | (4,150 | ) | ||||
Undistributed earnings allocable to participating securities |
| | ||||||
Total undistributed loss |
(5,435 | ) | (4,150 | ) | ||||
|
|
|
|
|||||
Loss to common sharesbasic |
$ | (5,435 | ) | $ | (4,150 | ) | ||
Denominator |
||||||||
Weighted average common shares outstandingbasic |
8,533 | 7,960 | ||||||
Basic loss per common share |
$ | (0.64 | ) | $ | (0.52 | ) | ||
|
|
|
|
|||||
Three Months
Ended March 31, 2016 |
Three Months
Ended March 31, 2015 |
|||||||
Diluted Earnings (Loss) per Common Share: |
||||||||
Numerator: |
||||||||
Loss to common sharesbasic |
$ | (5,435 | ) | $ | (4,150 | ) | ||
Undistributed earnings allocated to participating securities |
| | ||||||
Undistributed earnings reallocated to participating securities |
| | ||||||
|
|
|
|
|||||
Loss to common sharesdiluted |
$ | (5,435 | ) | $ | (4,150 | ) | ||
Denominator : |
||||||||
Weighted average common shares outstandingbasic |
8,533 | 7,960 | ||||||
Dilutive effect of stock options |
| | ||||||
|
|
|
|
|||||
Weighted average common shares outstandingdilutive |
8,533 | 7,960 | ||||||
Diluted loss per common share |
$ | (0.64 | ) | $ | (0.52 | ) | ||
|
|
|
|
There were 0 and 175 common stock equivalents related to stock options that were anti-dilutive and excluded from diluted earnings per common share calculations for the three-months ended March 31, 2016 and 2015, respectively, because their exercise prices were higher than the average market price of the underlying common stock for the period.
There were 207 and 212 common stock equivalents related to stock options that were anti-dilutive and excluded from diluted earnings per common share for the three-months ended March 31, 2016 and 2015, respectively, as the Company incurred a net loss for the period.
7. Trade Accounts Receivable
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount.
13
March 31,
2016 |
December 31,
2015 |
|||||||
Trade accounts receivable |
$ | 2,311 | $ | 4,631 | ||||
Allowance for doubtful accounts |
(15 | ) | (15 | ) | ||||
|
|
|
|
|||||
Trade accounts receivable, net |
$ | 2,296 | $ | 4,616 | ||||
|
|
|
|
|||||
Unpaid deferred revenue included in trade accounts receivable |
$ | 579 | $ | 2,012 | ||||
|
|
|
|
Allowance for doubtful accounts
The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in the Companys existing trade accounts receivable. The Company determines the allowance based on historical write-off experience and current information. The Company reviews its allowance for doubtful accounts each reporting period. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Unpaid deferred revenue
The unpaid deferred revenue that is included in trade accounts receivable is billed in accordance with the provisions of the contracts with the Companys customers. Unpaid deferred revenue from the Companys cash-basis customers is not included in trade accounts receivable nor deferred revenue.
Major customers
Customers who accounted for 10% or more of trade accounts receivable, net are as follows:
March 31,
2016 |
December 31,
2015 |
|||||||
Central Banks |
47 | % | 62 | % |
8. Property and Equipment
Property and equipment are stated at cost. Repairs and maintenance are charged to expense when incurred.
Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, generally two to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life or the lease term.
March 31,
2016 |
December 31,
2015 |
|||||||
Office furniture and fixtures |
$ | 1,098 | $ | 1,068 | ||||
Software |
1,767 | 1,748 | ||||||
Equipment |
3,631 | 3,416 | ||||||
Leasehold improvements |
1,324 | 1,276 | ||||||
|
|
|
|
|||||
Gross property and equipment |
7,820 | 7,508 | ||||||
Less accumulated depreciation and amortization |
(4,833 | ) | (4,498 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 2,987 | $ | 3,010 | ||||
|
|
|
|
9. Intangibles
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
14
Amortization of capitalized patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating seventeen years.
Amortization of intangible assets acquired is calculated using the straight-line method over the estimated useful lives of the assets.
March 31,
2016 |
December 31,
2015 |
|||||||
Capitalized patent costs |
$ | 6,894 | $ | 6,779 | ||||
Intangible assets acquired: |
||||||||
Purchased patents and intellectual property |
250 | 250 | ||||||
Existing technology |
1,560 | 1,560 | ||||||
Customer relationships |
290 | 290 | ||||||
Backlog |
760 | 760 | ||||||
Tradenames |
290 | 290 | ||||||
Non-solicitation agreements |
120 | 120 | ||||||
|
|
|
|
|||||
Gross intangible assets |
10,164 | 10,049 | ||||||
Accumulated amortization |
(3,601 | ) | (3,436 | ) | ||||
|
|
|
|
|||||
Intangibles, net |
$ | 6,563 | $ | 6,613 | ||||
|
|
|
|
10. Joint Ventures and Related Party Transactions
In March 2012, Digimarc and Nielsen decided to reduce the investments in their two joint ventures, TVaura LLC (in which Digimarc holds a 51% ownership interest) and TVaura Mobile LLC (in which Digimarc holds a 49% ownership interest), to minimal levels while assessing alternative approaches to achieving each of their goals in the emerging market opportunity of synchronized second screen television.
In October 2015, Digimarc and Nielsen reactivated the TVaura Mobile LLC joint venture to allow it to provide solutions to programmers and advertisers for engaging with consumers on second screens and otherwise provide enhanced flexibility to brand strategies targeting modern consumers. The enhanced cooperation represents another building block in developing the market for Digimarc Discover and Digimarc Barcode. Neither Digimarc nor Nielsen contributed any capital to the joint venture upon reactivation.
As of March 31, 2016, both Digimarc and Nielsen continued to assess the market opportunities of TVaura LLC joint venture.
Summarized financial information for the joint ventures has not been provided because the disclosures are immaterial to the Companys filing. TVaura LLC and TVaura Mobile LLC had no revenue or expenses for the three-months ended March 31, 2016 and 2015.
The Companys investment in each joint venture was $0 as of March 31, 2016 and December 31, 2015.
11. Income Taxes
The (provision) benefit for income taxes for the three-months ended March 31, 2016 and 2015 reflects current taxes, deferred taxes, and withholding taxes in certain foreign jurisdictions. The effective tax rate for the three-months ended March 31, 2016 and 2015 was 0% and 0%, respectively. The valuation allowance against net deferred tax assets as of March 31, 2016 was $17,682, an increase of $2,262 from $15,420 as of December 31, 2015.
12. Commitments and Contingencies
Certain of the Companys product license and services agreements include an indemnification provision for claims from third parties relating to the Companys intellectual property. These indemnification provisions are accounted for in accordance with ASC 450 Contingencies. To date, there have been no claims made under such indemnification provisions.
The Company is subject from time to time to other legal proceedings and claims arising in the ordinary course of business.
15
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
The following Managements Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements relating to future events or the future financial performance of Digimarc, that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. Please see the discussion regarding forward-looking statements included in this Quarterly Report on Form 10-Q under the caption Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995.
The following discussion should be read in conjunction with our consolidated financial statements and the related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Readers are also urged to carefully review and consider the disclosures made in Part II, Item 1A (Risk Factors) of this Quarterly Report on Form 10-Q and in the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 25, 2016 (our 2015 Annual Report), and other reports and filings made with the Securities and Exchange Commission (SEC).
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to Digimarc, we, our and us refer to Digimarc Corporation.
All dollar amounts are in thousands except per share amounts or unless otherwise noted. Percentages within the following tables may not foot due to rounding.
Digimarc, Digimarc Discover and Guardian are registered trademarks of Digimarc Corporation. This Quarterly Report on Form 10-Q also includes trademarks and trade names owned by other parties, and all other such trademarks and trade names mentioned in this Quarterly Report on Form 10-Q are the property of their respective owners.
Overview
Digimarc Corporation enables governments and enterprises around the world to give digital identities to media and objects that computers can sense and recognize and to which they can react. We have developed the Digimarc Discover ® and Digimarc Barcode Intuitive Computing Platform that are designed to optimize the identification of all consumer brand impressions, wherever and whenever they may appear, facilitating modern mobile-centric shopping. The platform includes means to embed Digimarc Barcodes, invisible and inaudible barcode-like information that is recognizable by smartphones, tablets, industrial scanners, and other computer interfaces into virtually all forms of media content, including consumer product packaging. Digimarc Barcodes have many applications, including facilitating remarkably faster scanning of products at retail checkout as well as improved engagement with smartphone-equipped consumers. The Digimarc Barcode is robust yet imperceptible by people in ordinary use, allowing for reliable, efficient, economical, globally scalable automatic identification of media without visible computer codes like traditional barcodes.
Our media identification and discovery innovations enable our business partners to create numerous applications across a wide range of media content, including solutions that:
| Improve the speed of retail checkout; |
| Provide simple and intuitive mobile customer engagement experiences in stores; |
| Quickly and reliably identify and effectively manage music, movies, television programming, digital images, e-books, documents and other printed materials, especially in light of non-linear distribution over the Internet; |
| Deter counterfeiting of money, media and goods, and piracy of e-books, movies and music; |
| Support new digital media distribution models and methods to monetize media content; |
| Leverage the power of ubiquitous computing to instantly link consumers to a wealth of information and/or interactive experiences related to the media and objects they encounter each day; |
| Provide consumers with more choice and access to media content when, where and how they want it; |
| Enhance imagery and video by associating metadata or authenticating media content for government and commercial uses; and |
| Better secure identity documents to enhance national security and combat identity theft and fraud. |
The Intuitive Computing Platform has a proprietary foundation in a signal processing innovation known as digital watermarking, which allows imperceptible digital information to be embedded in all forms of digitally designed, produced or
16
distributed media content and many physical objects, including photographs, movies, music, television, personal identification documents, financial instruments, industrial parts and product packages. We refer to the embedded information as the Digimarc Barcode. This digital information can be detected and read by a wide range of computers, smartphones, tablets and other digital devices.
Our inventions allow our business partners and customers to provide persistent digital identities for virtually any media content that is digitally processed at some point during its lifecycle. The technology can be applied to printed materials, video, audio, and images to supply a wide range of patented consumer engagement, media management and security solutions across multiple consumer and government industry sectors. Over the years our enabling software and business processes, and associated intellectual property portfolio have grown to encompass many related technologies.
We provide solutions directly and through our business partners. Our inventions provide a powerful element of document security, giving rise to a long-term relationship with a consortium of central banks (Central Banks), and many leading companies in the information technology industry. We and our business partners have successfully propagated the use of our technology in music, movies, television broadcasts, digital images, e-books and printed materials. Digimarc Barcodes have been used in these applications to improve media rights and asset management, reduce piracy and counterfeiting losses, improve marketing programs, permit more efficient and effective distribution of valuable media content and enhance consumer entertainment and commercial experiences.
Digimarc Barcodes are easily embedded into all forms of media and are imperceptible to human senses, but quickly detected by computers, networks or other digital devices like smartphones and tablets. Unlike traditional barcodes and tags, our solution does not require publishers to give up valuable visual space in magazines and newspapers; nor does it impact the overall layout or aesthetics of the publication. Digimarc Barcodes are imperceptible to people and do all that visible barcodes do, but performs better. Our Digimarc Discover platform delivers a range of rich media experiences to its readers on their smartphones or tablets across multiple media including print, audio, video and packaging. Unique to the Digimarc Discover platform is its seamless multi-model use of various content identification technologies as needed, including Digimarc Barcode when present.
We introduced Digimarc Barcodes for use in consumer product packaging in 2014. These Digimarc Barcodes can contain the same information found in traditional universal product codes (UPC). The UPC information is invisibly repeated multiple times over the entire package surface. We partnered with Datalogic, a global leader in Automatic Data Capture and Industrial Automation markets and producer of barcode readers, in introducing the Digimarc Barcode to the consumer product packaging market. The first retail scanner enabled was Datalogics Magellan TM 9800i multi-plane imaging scanner. Since then additional scanner vendors and other channel partners have announced support for the platform. Digimarc Barcodes can also connect mobile-enabled consumers directly from packaging to engaging mobile experiences such as additional product information, special offers, recommendations, reviews, social networks and more.
Our intellectual property portfolio of patents contain many innovations in digital watermarking, pattern recognition (sometimes referred to as fingerprinting), digital rights management and related fields. To protect our inventions, we have implemented an extensive intellectual property protection program that relies on a combination of patent, copyright, trademark and trade secret laws, and nondisclosure agreements and other contracts. As a result, we believe we have one of the worlds most extensive patent portfolios in digital watermarking and related fields, with approximately 1,150 U.S. and foreign patents and pending patent applications as of March 31, 2016. We continue to develop and broaden our portfolio in the fields of media identification and management technology and related applications and systems. We devote significant resources to developing and protecting our inventions and continuously seek to identify and evaluate potential licensees for our patents. The patents in our portfolio have a life of approximately 20 years from the effective filing date, and up to 17 years after the patent has been granted.
The market for patent licensing has become more challenging in recent years. As a result, we have shifted our focus from direct monetization via enforcement and licensing to:
| facilitating progress toward the realization of our vision to enrich everyday living via pervasive, intuitive computing; |
| encouraging large scale adoption of our technologies by industry leaders; |
| improving our financial performance by enhancing our competitive differentiation; |
| increasing the scale and rate of growth of our products and services business; and |
| laying a foundation for continuing innovation. |
For a discussion of activities and costs related to our research and development, read the section titled Results of Operations Summary Research, development and engineering.
17
Critical Accounting Policies and Estimates
Detailed information on our critical accounting policies and estimates are set forth in our 2015 Annual Report in Part II, Item 7 thereof (Managements Discussion and Analysis of Financial Condition and Results of Operations), under the caption Critical Accounting Policies and Estimates, which is incorporated by reference into this Quarterly Report on Form 10-Q.
Results of Operations
The following table presents statements of operations data for the periods indicated as a percentage of total revenue. Unless otherwise indicated, all references in this Managements Discussion and Analysis of Financial Condition and Results of Operations to the three-month period relate to the three-month period ended March 31, 2016 and all changes discussed with respect to such period reflect changes compared to the three-month period ended March 31, 2015.
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
|||||||
Percentages are percent of total revenue | ||||||||
Revenue: |
||||||||
Service |
58 | % | 58 | % | ||||
Subscription |
26 | 29 | ||||||
License |
16 | 13 | ||||||
|
|
|
|
|||||
Total revenue |
100 | 100 | ||||||
Cost of revenue: |
||||||||
Service |
26 | 26 | ||||||
Subscription |
12 | 13 | ||||||
License |
2 | 1 | ||||||
|
|
|
|
|||||
Total cost of revenue |
39 | 40 | ||||||
Gross profit |
61 | 60 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
53 | 35 | ||||||
Research, development and engineering |
59 | 51 | ||||||
General and administrative |
39 | 37 | ||||||
Intellectual property |
8 | 6 | ||||||
|
|
|
|
|||||
Total operating expenses |
159 | 129 | ||||||
Operating loss |
(98 | ) | (70 | ) | ||||
|
|
|
|
|||||
Other income, net |
1 | | ||||||
|
|
|
|
|||||
Loss before income taxes |
(97 | ) | (69 | ) | ||||
(Provision) benefit for income taxes |
| | ||||||
|
|
|
|
|||||
Net loss |
(97 | )% | (69 | )% | ||||
|
|
|
|
Summary
Total revenue for the three-months ended March 31, 2016 decreased $0.4 million, or 7%, to $5.6 million compared to the same period in 2015 as a result of lower service and subscription revenue, partially offset by higher license revenue.
18
Total operating expenses for the three-months ended March 31, 2016 increased $1.1 million, or 14%, to $8.9 million compared to the same period in 2015, primarily reflecting higher investment in sales and marketing as we continue to focus on market development and delivery of Digimarc Discover and Digimarc Barcode.
Revenue
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
Dollar
Increase (Decrease) |
Percent
Increase (Decrease) |
|||||||||||||
Revenue: |
||||||||||||||||
Service |
$ | 3,250 | $ | 3,501 | $ | (251 | ) | (7 | )% | |||||||
Subscription |
1,463 | 1,716 | (253 | ) | (15 | )% | ||||||||||
License |
867 | 772 | 95 | 12 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total |
$ | 5,580 | $ | 5,989 | $ | (409 | ) | (7 | )% | |||||||
|
|
|
|
|
|
|||||||||||
Revenue (as % of total revenue): |
||||||||||||||||
Service |
58 | % | 58 | % | ||||||||||||
Subscription |
26 | % | 29 | % | ||||||||||||
License |
16 | % | 13 | % | ||||||||||||
|
|
|
|
|||||||||||||
Total |
100 | % | 100 | % | ||||||||||||
|
|
|
|
Service. Service revenue consists primarily of software development and consulting services. The majority of service revenue arrangements are structured as time and materials consulting agreements. Most of our service revenue is derived from contracts with the Central Banks and government agency contractors. The agreements range from several months to several years in length, and our longer term contracts are subject to work plans that are reviewed and agreed upon at least annually. These contracts generally provide for billing hours worked at predetermined rates and, to a lesser extent, reimbursement for third party costs and services. Increases or decreases in the services provided under these contracts are generally subject to both volume and price changes. The volume of work is generally negotiated at least annually and can be modified as the customers needs change. We also have provisions in our longer term contracts that allow for specific hourly rate price increases on an annual basis to account for cost of living variables. Contracts with government agency contractors are generally shorter term in nature, less linear in billings and less predictable than our longer term contracts because the contracts with government agency contractors are subject to government budgets and funding.
The decrease in service revenue for the three-month period was primarily due to the timing of program work with a government agency contractor and the expiration of the minimum support services to Intellectual Ventures (IV).
Subscription. Subscription revenue includes revenue from the sale of Digimarc Discover, Digimarc Barcode and Guardian products and services, and is generally recurring in nature, paid in advance and recognized over the term of the subscription.
The decrease in subscription revenue for the three-month period was primarily due to lower software license revenue, which is recognized over the associated 12-month support period, partially offset by growth in Digimarc Barcode.
License. License revenue originates primarily from licensing our intellectual property where we receive license fees and/or royalties as our income stream.
The increase in license revenue for the three-month period was primarily due to higher reported royalties from existing licensees.
Revenue by Geography
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
Dollar
Increase (Decrease) |
Percent
Increase (Decrease) |
|||||||||||||
Revenue by geography: |
||||||||||||||||
Domestic |
$ | 1,133 | $ | 1,687 | $ | (554 | ) | (33 | )% | |||||||
International |
4,447 | 4,302 | 145 | 3 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total |
$ | 5,580 | $ | 5,989 | $ | (409 | ) | (7 | )% | |||||||
|
|
|
|
|
|
|||||||||||
Revenue (as % of total revenue): |
||||||||||||||||
Domestic |
20 | % | 28 | % | ||||||||||||
International |
80 | % | 72 | % | ||||||||||||
|
|
|
|
|||||||||||||
Total |
100 | % | 100 | % | ||||||||||||
|
|
|
|
19
The decrease in domestic revenue for the three-month period was primarily the result of lower service and subscription revenue among domestic customers.
The increase in international revenue for the three-month period was primarily the result of higher license revenue among international customers.
Cost of Revenue
Service . Cost of service revenue primarily includes costs that are allocated from research, development and engineering, sales and marketing and intellectual property that relate directly to performing services under our customer contracts and direct costs of program delivery for both personnel and operating expenses. Costs include:
| compensation, benefits, incentive compensation in the form of stock-based compensation and related costs of our software developers, quality assurance personnel, product managers, business development managers and other personnel where we bill our customers for time and materials costs; |
| payments to outside contractors that are billed to customers; |
| charges for equipment directly used by customers; |
| depreciation and other charges for machinery, equipment and software directly used by customers; |
| travel costs directly attributable to service and development contracts; and |
| charges for infrastructure and centralized costs of facilities and information technology. |
Subscription . Cost of subscription revenue primarily includes:
| compensation, benefits, incentive compensation in the form of stock-based compensation and related costs of operations personnel; |
| cost of outside contractors that provide operational support; |
| amortization of existing technology acquired in the acquisition of Attributor Corporation; |
| Internet service provider connectivity charges and image search data fees to support the services offered to our subscription customers; and |
| charges for infrastructure and centralized costs of facilities and information technology. |
License . Cost of license revenue primarily includes:
| amortization of capitalized patent costs and patent maintenance fees; |
| license costs from third parties; and |
| charges for infrastructure and centralized costs of facilities and information technology. |
Gross Profit
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
Dollar
Increase (Decrease) |
Percent
Increase (Decrease) |
|||||||||||||
Gross Profit: |
||||||||||||||||
Service |
$ | 1,818 | $ | 1,923 | $ | (105 | ) | (5 | )% | |||||||
Subscription |
801 | 962 | (161 | ) | (17 | )% | ||||||||||
License |
771 | 688 | 83 | 12 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total |
$ | 3,390 | $ | 3,573 | $ | (183 | ) | (5 | )% | |||||||
|
|
|
|
|
|
|||||||||||
Gross Profit (as % of related revenue components): |
||||||||||||||||
Service |
56 | % | 55 | % | ||||||||||||
Subscription |
55 | % | 56 | % | ||||||||||||
License |
89 | % | 89 | % | ||||||||||||
Total |
61 | % | 60 | % |
20
The decrease in total gross profit for the three-month period was due primarily to lower revenue.
Operating Expenses
We allocate certain costs of research, development and engineering, sales and marketing, and intellectual property to cost of revenue when they relate directly to our customer contracts. We record all remaining, or residual, costs as sales and marketing, research, development and engineering, general and administrative, and intellectual property expenses.
Sales and marketing
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
Dollar
Increase |
Percent
Increase |
|||||||||||||
Sales and marketing |
$ | 2,955 | $ | 2,090 | $ | 865 | 41 | % | ||||||||
Sales and marketing (as % of total revenue) |
53 | % | 35 | % |
Sales and marketing expenses consist primarily of:
| compensation, benefits, incentive compensation in the form of stock-based compensation and related costs of sales and marketing employees and product managers; |
| travel and market research costs, and costs associated with marketing programs, such as trade shows, public relations and new product launches; |
| professional services and outside contractors for product and marketing initiatives; and |
| charges for infrastructure and centralized costs of facilities and information technology. |
The increase in sales and marketing expenses for the three-month period was due primarily to:
| increased headcount and compensation-related expenses of $0.5 million; |
| increased marketing and professional fees of $0.2 million related to market development activities; and |
| increased charges for infrastructure and centralized costs of $0.1 million, primarily related to increased headcount. |
Research, development and engineering
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
Dollar
Increase |
Percent
Increase |
|||||||||||||
Research, development and engineering |
$ | 3,305 | $ | 3,084 | $ | 221 | 7 | % | ||||||||
Research, development and engineering (as % of total revenue) |
59 | % | 51 | % |
Research, development and engineering expenses consist primarily of:
| compensation, benefits, incentive compensation in the form of stock-based compensation expense, recruiting and related costs of software and hardware developers and quality assurance personnel; |
| payments to outside contractors; |
| the purchase of materials and services for product development; and |
| charges for infrastructure and centralized costs of facilities and information technology. |
The increase in research, development and engineering expenses for the three-month period was due primarily to increased headcount and compensation-related expenses of $0.2 million.
21
General and administrative
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
Dollar
Decrease |
Percent
Decrease |
|||||||||||||
General and administrative |
$ | 2,170 | $ | 2,206 | $ | (36 | ) | (2 | )% | |||||||
General and administrative (as % of total revenue) |
39 | % | 37 | % |
We incur general and administrative costs in the functional areas of finance, legal, human resources, executive and board of directors. Costs for facilities and information technology are also managed as part of the general and administrative processes and are allocated to this area as well as each of the areas in cost of revenue, sales and marketing, research, development and engineering and intellectual property.
General and administrative expenses consist primarily of:
| compensation, benefits and incentive compensation in the form of stock-based compensation expense and related costs of general and administrative personnel; |
| third party and professional fees associated with legal, accounting and human resources; |
| costs associated with being a public company; and |
| charges for infrastructure and centralized costs of facilities and information technology. |
General and administrative expenses were relatively flat for the three-month period.
Intellectual property
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
Dollar
Increase |
Percent
Increase |
|||||||||||||
Intellectual property |
$ | 434 | $ | 367 | $ | 67 | 18 | % | ||||||||
Intellectual property (as % of total revenue) |
8 | % | 6 | % |
We incur intellectual property expenses that arise primarily from costs associated with documenting, applying for, and maintaining domestic and international patents and trademarks.
Gross expenditures for intellectual property costs, before reflecting the effect of capitalized patent costs, primarily consist of:
| compensation, benefits and incentive compensation in the form of stock-based compensation expense and related costs of attorneys and legal assistants; |
| third party costs, including filing and governmental regulatory fees and fees for outside legal counsel and translation costs, each incurred in the patent process; |
| consulting costs related to marketing our intellectual property portfolio; |
| charges to write-off previously capitalized patent costs for patent assets we abandon; and |
| charges for infrastructure and centralized costs of facilities and information technology. |
Intellectual property expenses can vary from period to period based on the level of capitalized patent activity.
The increase in intellectual property expense for the three-month period resulted primarily from increased compensation-related expenses and increased write-off of abandoned patent costs.
22
Stock-based compensation
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
Dollar
Increase (Decrease) |
Percent
Increase (Decrease) |
|||||||||||||
Cost of revenue |
$ | 173 | $ | 185 | $ | (12 | ) | (6 | )% | |||||||
Sales and marketing |
212 | 159 | 53 | 33 | % | |||||||||||
Research, development and engineering |
325 | 287 | 38 | 13 | % | |||||||||||
General and administrative |
501 | 518 | (17 | ) | (3 | )% | ||||||||||
Intellectual property |
72 | 68 | 4 | 6 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total |
$ | 1,283 | $ | 1,217 | $ | 66 | 5 | % | ||||||||
|
|
|
|
|
|
Stock-based compensation expense was relatively flat for the three-month period. We anticipate incurring an additional $12,850 in stock-based compensation expense through March 2020 for awards outstanding as of March 31, 2016.
Other income, net
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
Dollar
Increase |
Percent
Increase |
|||||||||||||
Other income, net |
$ | 46 | $ | 23 | $ | 23 | 100 | % | ||||||||
Other income, net (as % of total revenue) |
1 | % | * |
* | Less than 1% |
The increase in other income, net for the three-month period was primarily due to changes in foreign currency and higher interest income as a result of higher interest rates on cash and investments.
Income Taxes
The (provision) benefit for income taxes for the three-months ended March 31, 2016 and 2015 reflects current taxes, deferred taxes, and withholding taxes in certain foreign jurisdictions. The effective tax rate for the three-months ended March 31, 2016 and 2015 was 0% and 0%, respectively, because we have a full valuation allowance recorded against our deferred tax assets. The valuation allowance against deferred tax assets as of March 31, 2016 was $17,682, an increase of $2,262 from $15,420 as of December 31, 2015.
We continually assess the applicability of valuation allowance against our deferred tax assets. Based upon the positive and negative evidence available as of March 31, 2016, and largely due to the cumulative loss incurred by us over the last three years, which is considered a significant piece of negative evidence when assessing the realizability of deferred tax assets, a full valuation allowance is recorded against our deferred tax assets.
23
Liquidity and Capital Resources
March 31,
2016 |
December 31,
2015 |
|||||||
Working capital |
$ | 34,158 | $ | 37,610 | ||||
Current ratio (1) |
11.1:1 | 9.0:1 | ||||||
Cash, cash equivalents and short-term marketable securities |
$ | 33,850 | $ | 36,187 | ||||
Long-term marketable securities |
$ | 2,046 | $ | 2,999 | ||||
Total cash, cash equivalents and all marketable securities |
$ | 35,896 | $ | 39,186 |
(1) | The current ratio is calculated by dividing total current assets by total current liabilities. |
The $3.3 million decrease in cash, cash equivalents and marketable securities resulted primarily from:
| cash used in operations; |
| purchases of property and equipment and capitalized patent costs; and |
| purchases of common stock related to the vesting of restricted stock; partially offset by |
| proceeds from stock option exercises. |
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and trade accounts receivable. We place our cash and cash equivalents with major banks and financial institutions and at times deposits may exceed insured limits. Marketable securities primarily include federal agency notes, U.S. treasuries, commercial paper, corporate notes, pre-refunded municipal bonds and certificates of deposits. Our investment policy requires the portfolio to be invested to ensure that the greater of $3 million or 7% of the invested funds will be available within 30 days notice.
Other than cash used for operating needs, which may include short-term marketable securities, our investment policy limits our credit exposure to any one financial institution or type of financial instrument by limiting the maximum of 5% of our cash and cash equivalents and marketable securities or $1 million, whichever is greater, to be invested in any one issuer except for the U.S. government, U.S. federal agencies and U.S. backed securities, which have no limits, at the time of purchase. Our investment policy also limits our credit exposure by limiting to a maximum of 40% of our cash and cash equivalents and marketable securities, or $15 million, whichever is greater, to be invested in any one industry category (e.g., financial or energy industries) at the time of purchase. As a result, we believe our credit risk associated with cash and investments to be minimal. A decline in the market value of any security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value. To determine whether an impairment is other-than-temporary, we consider whether we have the ability and intent to hold the investment until a market price recovery and evidence indicating that the cost of the investment is recoverable outweighs evidence to the contrary. There have been no other-than-temporary impairments identified or recorded by us.
Operating Cash Flow.
The components of operating cash flows were:
Three
Months Ended March 31, 2016 |
Three
Months Ended March 31, 2015 |
Dollar
Increase (Decrease) |
Percent
Increase (Decrease) |
|||||||||||||
Net loss |
$ | (5,435 | ) | $ | (4,150 | ) | $ | (1,285 | ) | (31 | )% | |||||
Non-cash items |
1,912 | 1,832 | 80 | 4 | % | |||||||||||
Changes in operating assets and liabilities |
1,315 | 282 | 1,033 | 366 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Net cash used in operating activities |
$ | (2,208 | ) | $ | (2,036 | ) | $ | (172 | ) | (8 | )% | |||||
|
|
|
|
|
|
Cash flows used in operating activities for the three-month period increased by $0.2 million, primarily as the result of a higher net loss, partially offset by changes in operating assets and liabilities. The increase from changes in operating assets and liabilities for the three-month period was primarily due to higher collections of accounts receivable.
24
Cash flows provided by investing activities for the three-month period increased by $6.9 million from $0.6 million to $7.5 million, primarily as a result of higher net maturities of marketable securities.
Cash flows from financing activities for the three-month period decreased by $0.8 million from $0.4 million provided to $0.4 million used, primarily as a result of lower stock option exercises.
Future Cash Expectations
We believe that our current cash, cash equivalents, and short-term marketable securities balances will satisfy our projected working capital and capital expenditure requirements for at least the next 12 months. We have a $100 million shelf registration statement in place, of which $30 million was allocated for sales of shares of our common stock under an Equity Distribution Agreement with Wells Fargo Securities, LLC. There are no shares remaining to be sold under the Equity Distribution Agreement. We may use similar or other financing means to raise working capital in the future, if necessary, to support continued investment in our growth initiatives. We may also raise capital in the future to fund acquisitions and/or investments in complementary businesses, technologies or product lines. If it becomes necessary to obtain additional financing, we may not be able to do so, or if these funds are available, they may not be available on satisfactory terms.
Off-Balance Sheet Arrangements
Other than the contractual obligations disclosed in our 2015 Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Words such as may, should, could, expect, anticipate, intend, believe, project, estimate, continue, variations of such terms or similar expressions are intended to identify such forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us, and are subject to uncertainties and factors (including those specified below), which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements, and investors are cautioned not to place undue reliance on such statements. Forward-looking statements include but are not limited to statements relating to:
| concentration of revenue with few customers comprising a large majority of the revenue; |
| revenue trends and expectations; |
| our future level of investment in our business, including investment in research, development and engineering of products and technology, development and protection of our intellectual property, sales growth initiatives and development of new market opportunities; |
| our ability to improve margins; |
| anticipated expenses, costs, margins, provision for income taxes and investment activities in the foreseeable future; |
| anticipated revenue to be generated from current contracts and as a result of new programs; |
| variability of contracted arrangements; |
| our profitability in future periods; |
| business opportunities that could require that we seek additional financing; |
| the size and growth of our markets; |
| the existence of international growth opportunities and our future investment in such opportunities; |
| the sources of our future revenue; |
| our expected short-term and long-term liquidity positions; |
| our capital expenditure and working capital requirements and our ability to fund our capital expenditure and working capital needs through cash flow from operations; |
25
| capital market conditions, interest rate volatility and other limitations on the availability of capital, which could have an impact on our cost of capital and our ability to access the capital markets; |
| our use of cash, cash equivalents and marketable securities in upcoming quarters; |
| anticipated levels of backlog in future periods; |
| the success of Digimarc Discover and Digimarc Barcode; |
| protection, development and monetization of our intellectual property portfolio; and |
| other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in Part I, Item 1A of our 2015 Annual Report. |
We believe that the risk factors specified above and the risk factors identified in Part I, Item 1A of our 2015 Annual Report, among others, could affect our future performance and the liquidity and value of our securities and cause our actual results to differ materially from those expressed or implied by forward-looking statements made by us or on our behalf. Investors should understand that it is not possible to predict or identify all risk factors and that there may be other factors that may cause our actual results to differ materially from the forward-looking statements. All forward-looking statements made by us or by persons acting on our behalf apply only as of the date of this Quarterly Report on Form 10-Q. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of the filing of this Quarterly Report on Form 10-Q.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
The market risk disclosures as set forth in Part II, Item 7A of our 2015 Annual Report have not changed materially.
Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act)), under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Controls
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the three-months ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
26
Item 1. | Legal Proceedings. |
We are subject from time to time to legal proceedings and claims arising in the ordinary course of business.
Item 1A. | Risk Factors |
Our business, financial condition, results of operations and cash flows may be affected by a number of factors. Detailed information about risk factors that may affect Digimarcs actual results are set forth in Part I, Item 1A of our 2015 Annual Report. The risks and uncertainties described in our 2015 Annual Report are those risks of which we are aware and that we consider to be material to our business. If any of the risks and uncertainties develops into actual events, our business, financial condition, results of operations, or cash flows could be materially adversely affected. In that case, the trading price of our common stock could decline. As of March 31, 2016, there have been no material changes to the risk factors set forth in our 2015 Annual Report.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
We withhold (repurchase) shares of common stock in connection with the vesting of restricted shares.
The following table sets forth information regarding purchases of our equity securities during the three-month period ended March 31, 2016:
Period |
(a)
Total number of shares purchased (1) |
(b)
Average price paid per share (1) |
(c)
Total number of shares purchased as part of publicly announced plans or programs |
(d)
Approximate dollar value) of shares that may yet be purchased under the plans or programs |
||||||||||||
Month 1 |
||||||||||||||||
January 1, 2016 to January 31, 2016 |
| $ | | | $ | | ||||||||||
Month 2 |
||||||||||||||||
February 1, 2016 to February 29, 2016 |
18,198 | $ | 28.55 | | $ | | ||||||||||
Month 3 |
||||||||||||||||
March 1, 2016 to March 31, 2016 |
| $ | | | $ | | ||||||||||
|
|
|
|
|||||||||||||
Total |
18,198 | $ | 28.55 | | $ | |
(1) | Fully vested shares of common stock withheld (purchased) by us in satisfaction of required withholding tax liability upon vesting of restricted stock. |
27
Item 6. | Exhibits. |
Exhibit
|
Exhibit Description |
|
10.1 | Patent License Agreement, effective as of October 5, 2010, between Digimarc Corporation and IV Digital Multimedia Inventions, LLC(1) | |
10.2 | Work Agreement, dated October 5, 2010, by and among Digimarc Corporation, Invention Law Group, P.C. and IV Digital Multimedia Inventions, LLC(1) | |
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | |
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | |
32.1 | Section 1350 Certification of Chief Executive Officer | |
32.2 | Section 1350 Certification of Chief Financial Officer | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
(1) | Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this exhibit have been separately filed with the Securities and Exchange Commission. |
28
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 28, 2016 | D IGIMARC C ORPORATION | |||||
By: |
/s/ C HARLES B ECK |
|||||
C HARLES B ECK | ||||||
Chief Financial Officer | ||||||
(Duly Authorized Officer and Principal Financial and Accounting Officer) |
29
Exhibit 10.1
CONFIDENTIAL PORTIONS OMITTED
P ATENT L ICENSE A GREEMENT
Licensor name: | Digimarc Corporation | |
Licensor address: |
9405 SW Gemini Drive Beaverton, OR 97008 |
|
Licensee name: | IV Digital Multimedia Inventions, LLC | |
Licensee address: |
2711 Centerville Road, Suite 400 Wilmington, DE 19808 |
|
License issue fee: | Thirty-six million U.S. dollars (U.S. $36,000,000), payable quarterly over three years as set forth in Schedule 2.1 | |
Profit Participation percentage: | 20% | |
Effective Date | October 5, 2010 |
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
In witness whereof, intending to be legally bound, the parties have signed below to enter the attached Patent License Agreement (this Agreement) as of the Effective Date with the terms and conditions that follow. Capitalized terms not otherwise defined are set forth in Section 10 of this Agreement.
LICENSOR : | LICENSEE : | |||||||
DIGIMARC CORPORATION | IV DIGITAL MULTIMEDIA INVENTIONS, LLC | |||||||
By: |
/s/ Bruce Davis |
By: |
/s/ Vincent Pluvinage |
|||||
Bruce Davis, Chairman and CEO |
Vincent Pluvinage, Authorized Person |
E
[Signature Page to Patent License Agreement]
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
PATENT LICENSE AGREEMENT
RECITALS
WHEREAS, Digimarc Corporation, an Oregon corporation ( Licensor ) is a leading innovator and provider of enabling technologies that create digital identities for all forms of media and many everyday objects, including digital watermarking, and has developed one of the worlds leading patent portfolios relating to these technologies;
WHEREAS, Invention Investment Fund II, LLC ( IV Fund ) is the second of two funds in the Intellectual Ventures family of funds that was formed to invest in intellectual property rights. As provided in IV Funds operating agreement, the purpose of IV Fund is to seek income and gain through the acquisition, management, holding, protection and sale, transfer, licensing or other disposition of intellectual property rights acquired by IV Fund or by any holding company for the benefit of IV Fund; and
WHEREAS, Licensor is willing to grant an exclusive license to certain patents in Licensors patent portfolio, and IV Fund is willing to acquire such exclusive license with an intent to license the Patents in an attempt to generate future profits, on the terms set forth in this Patent License Agreement.
NOW, THEREFORE, the parties to this Patent License Agreement listed on the previous page hereby agree as follows:
1. | G RANT OF E XCLUSIVE L ICENSE |
1.1 | Exclusive Patent License |
Effective as of the Closing, Licensor hereby grants to Licensee the exclusive, worldwide, transferable (as provided in subsection 11.3), sublicensable license of all rights of any kind conferred by the Patents, including, without limitation, the rights of any kind to, or conferred by, the Patents to (a) use or otherwise practice any art, methods, processes, and procedures covered by the Patents, (b) make, have made, use, offer to sell, sell, import, and otherwise distribute or dispose of any inventions, discoveries, products, services, or technologies covered by the Patents, (c) otherwise exploit any rights granted in the Patents and/or any invention or discovery described in the Patents, and (d) exclude other Persons from exercising any of such rights.
1.2 | Sublicenses |
The exclusive license rights granted Licensee under the Patents include the right to grant and authorize, from time to time and in Licensees sole and absolute discretion, one or more sublicenses. No sublicense granted to any Person pursuant to the terms of this Agreement will be terminable as a result of the termination of the Term.
1.3 | Pre-Existing Encumbrances |
Licensee hereby acknowledges and agrees that the Patents are subject to the Existing Encumbrances.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
1.4 | Assignment of Causes of Action and Other Rights |
Effective as of the Closing, Licensor hereby assigns, transfers and conveys to Licensee all right, title and interest in and to:
(a) Rights to apply in any or all countries of the world for patents, certificates of invention, utility models, industrial design protections, design patent protections, or other governmental grants or issuances of any type corresponding to any of the Patents and the inventions and discoveries therein;
(b) All causes of action and enforcement rights of any kind (whether such claims, causes of action or enforcement rights are known or unknown; currently pending, filed, to be filed; or otherwise) under the Patents and/or under or on account of any of the Patents for past, current and future infringement of the Patents, including without limitation, all rights to (i) pursue and collect damages, profits and awards of whatever nature recoverable, (ii) injunctive relief, (iii) other remedies, and (iv) compromise and/or settle all such claims, causes of action and enforcement rights for such infringement by granting an infringing party a sublicense or otherwise; and
(c) Rights to collect royalties or other payments under or on account of any of the Patents or any of the foregoing, excluding the right to collect those royalties and other payments payable to Licensor as set forth on Schedule 1.4(c) pursuant to the Existing Encumbrances.
For purposes of clarity, the word title in the first sentence of this subsection refers to title in the rights specified in this subsection, rather than title to the Patents.
1.5 | No Implied Licenses |
Nothing contained in this Agreement or any of the other Transaction Agreements should be construed as conferring, by implication, estoppel or otherwise, a license to any other patents or patent applications other than the Patents. For the avoidance of doubt: (a) there are no implied licenses granted under this Agreement or other Transaction Agreements; and (b) nothing contained in this Agreement or other Transaction Agreements provides a license to any other patents or patent applications that do not fall within the definition of Patents but which may read on any inventions, discoveries, products, services or technologies covered by the Patents.
2. | P AYMENT |
2.1 | License Issue Fee |
Licensee will pay to Licensor a nonrefundable combined license issue fee and past patent reimbursement (collectively, the License Issue Fee ) in the amount set forth on the cover page of this Agreement, according to the schedule set forth on Schedule 2.1. Each of the payments referenced in Schedule 2.1 will be made by wire transfer to a designated bank account of Licensor. Prior to the Closing, Licensor will furnish Licensee with all necessary information to make such wire transfers, and will notify Licensee in writing of any changes to such wire transfer instructions at least twenty (20) business days prior to the deadline for the next payment due according to the above schedule.
In the event that Licensee attempts to wire such payment on or prior to the applicable deadline in reliance on wire instructions in effect for the immediately preceding payment
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
and Licensor fails to provide timely written notice of any change to the wire transfer instructions, then such payment shall not be considered late so long as Licensee makes such payment by the later of (i) the applicable payment deadline set forth in Schedule 2.1, or (ii) ten (10) business days after receiving such modified wire transfer instructions.
2.2 | Profit Participation |
Licensor will receive a non-refundable amount equal to the percentage (the Profit Participation ) set forth on the cover page of this Agreement of any Profit that is generated following the Closing. Licensor expressly acknowledges and agrees that (i) neither IV Fund nor Licensee is providing any assurance that any Profit will be generated, nor is there any assurance regarding the amount and timing of any Profit, and (ii) any past indication of performance of IV Fund should not be relied upon as an indication of future performance.
The Profit Participation will be payable on the due dates for the reports required by subsection 2.7 for Revenue received during the respective Reporting Period.
2.3 | Portfolio Monetization; Allocation of Portfolio Profit to IP Groups |
Licensor acknowledges and agrees that Licensee and/or its Affiliates may from time to time sublicense, assert, litigate or otherwise exploit the Patents with other patents or patent applications held or controlled by Licensee and/or its Affiliates, at the discretion of Licensee and its Affiliates (a Portfolio Monetization ). The parties acknowledge and agree that, unless a Portfolio Monetization specifies a particular royalty for one or more of the patents or patent applications (including the Patents), the Portfolio Profit will be determined according to the methodology set forth on Schedule 2.3 .
Any Monetization Expenses or IP Group Expenses for Reporting Periods that exceed Revenue for that Reporting Period will be carried forward to the next Reporting Period such that Profit will not be deemed to have occurred for any Reporting Period until cumulative Revenues exceed cumulative Monetization Expenses (whether of a Portfolio Monetization or a monetization event involving solely the Patents) and cumulative IP Group Expenses in the current Reporting Period and all prior Reporting Periods.
2.4 | Adjustments to Value Allocations |
Notwithstanding the foregoing Value Allocations, for any given Portfolio Monetization, in the event that the formula set forth in Schedule 2.3 results in allocated per item Portfolio Profit in category R1 being less than the allocated per item Portfolio Profit in category R2, R3 or R4, or the allocated per item Portfolio Profit in category R2 being less than the allocated per item Portfolio Profit in category R3 or R4, or the allocated per item Portfolio Profit in category R3 being less than the allocated per item Portfolio Profit in category R4, then, in each such event, Licensee and/or its Affiliates will appropriately adjust the formula such that the allocated per item Portfolio Profit for each category is equal to or higher than the allocated per item Portfolio Profit for each higher numbered category (for example, the allocated per item Portfolio Profit in category R1 should be equal to or higher than allocated per item Portfolio Profit in categories R2, R3 and R4, after the adjustment). Furthermore, in the event that any patent category has no patents or patent applications, then Licensee and/or its Affiliates will adjust the Value Allocations to allocate the null categorys Value Allocation pro rata (based on relative Value Allocations) among the other categories. For purposes of this paragraph, an item will be a patent or a patent application included in the given Portfolio Monetization.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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2.5 | Good-Faith Allocations Final |
In allocating patents or patent applications among categories for purposes of allocating Portfolio Profits, adjusting Value Allocations, and determining Portfolio Profits, Licensee and its Affiliates will exercise their reasonable business judgment, in good faith, without inequitable discrimination for or against patents or patent applications held or controlled by Licensee or any of its Affiliates. Any such allocation or adjustment that is not clearly and materially inconsistent with the foregoing will be final, binding, and conclusive.
2.6 | Pre-existing Agreements of Licensee |
Licensor understands, acknowledges and agrees that (a) certain pre-existing agreements have been entered into prior to the Effective Date under which sublicensees may receive sublicense rights to the Patents without Licensee recognizing Revenue or generating Profit under the terms of this Agreement and (b) no additional Profit Participation or other monetary obligation will be due to Licensor as a result of rights granted pursuant to such pre-existing agreements.
2.7 | Reports and Records |
As of each March 15 during the Term of this Agreement, Licensee will provide to Licensor a report reasonably detailing the sublicensing activities of Licensee and its Affiliates with respect to the Patents for the preceding twelve (12) month period ending as of December 31 (each, a Reporting Period ) when there has been Revenue with respect to the Patents in such Reporting Period. If no Revenue was generated during a Reporting Period, such report will instead state that no Revenue was generated during such period, but will state the total Monetization Expenses and the IP Group Expenses incurred during such period.
The Profit Participation will be payable to Licensor within ten (10) business days following the due dates for the reports required by this subsection 2.7 for Revenue received during the respective Reporting Period.
2.8 | Books of Account |
Licensee and its Affiliates will keep accurate books of account containing all particulars that may reasonably be deemed necessary for the purpose of showing the Amounts payable to Licensor hereunder. All such books of account shall be kept available by Licensee and its Affiliates for no less than three (3) years after the end of each Reporting Period, or in the event of a dispute between the parties involving in any way those books of account, until such time as the dispute has been resolved, whichever is later.
Said books of account will be kept at Licensees or its Affiliates principal place of business or, if notice thereof is given to Licensor, the principal place of business of the appropriate division of Licensee to which this Agreement relates. Not more than once during every twelve (12) month period and upon Licensors advance request of at least thirty (30) days, Licensee and its Affiliates will make said books and the supporting data available for inspection by Licensor or its agents during normal business hours for the two most recent Reporting Periods for the sole purpose of verifying Licensees calculations of the Profit Participation under this Agreement. Should such inspection lead to the discovery of a greater than [**] percent ([**]%) discrepancy in reporting to Licensors detriment, Licensee agrees to pay the reasonable fees and expenses of Licensor and/or its agents who conducted the inspection; provided however that such audit payment provision shall only apply to discrepancies that constitute manifest errors (including errors in data entry or
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calculations, but excluding disputes over methodology). Licensee will promptly pay to Licensor all amounts appropriately determined by any audit to be due to Licensor. Any and all disputes with respect to the Profit Participation due under this Agreement or the calculation of Profit must be (a) raised within ninety (90) days after completion of the associated audit, and (b) resolved solely and exclusively pursuant to the provisions of subsection 11.9.
2.9 | Nondivision |
No Person will anticipate, alienate, hypothecate, divide, pledge, exchange, encumber, or charge any right to payment of Profit Participation (if any) under this Agreement, and any attempt to anticipate, alienate, hypothecate, divide, pledge, exchange, encumber, or charge any right to payment of Profit Participation under this Agreement will be void, except that Licensor shall be entitled to pledge the payments due under Schedule 2.1 for credit. No creditor of Licensor (or other similar Person) shall in any manner be entitled to claim an interest in the right to Profit Participation hereunder as a result of the debts, contracts, liabilities or torts of the Licensor or otherwise.
2.10 | Interest on Late Payments |
Licensor shall be entitled to charge, and Licensee shall pay, interest on any amounts that are more than ten (10) business days overdue for payment under Schedule 2.1, or payments determined by Licensee in accordance with subsections 2.3, 2.4, 2.5 and 2.7 to be due and payable under subsection 2.2, at the rate of [**]% per month (or part thereof), or at such lower rate as may be the maximum rate allowed under applicable law. This obligation of Licensee to pay interest on its overdue obligations does not prevent Licensor from terminating this Agreement for Payment Breach under subsection 11.4.
2.11 | Taxes |
All payments by Licensee shall be made free and clear of and without deduction for or on account of any taxes or levies as may be payable by Licensee. Licensor agrees that it shall bear full responsibility for any and all taxes payable as a result of the payments made by Licensee hereunder.
2.12 | Currency |
All royalties, fees and payments under this Agreement shall be in U.S. Dollars.
3. | C LOSING |
3.1 | Deliverables |
Licensor has provided to Licensee, or its legal counsel, the items identified on Schedule D (the Deliverables ). The lists of Live Assets on Schedules A and B and the list of Abandoned Assets on Schedule C may be revised by Licensee following the Closing to conform these lists to the definition of Patents set forth in this Agreement (and these revisions may therefore require the inclusion of additional provisional patent applications, patent applications, and patents on Schedules A and B or Schedule C). With respect to any originals of the Deliverables requested by Licensee for delivery as specified on Schedule D that have not been delivered as of the date hereof, Licensor will cause (i) such originals of the Deliverables to be sent to Licensee or Licensees representative promptly once such originals are located, and (ii) with respect to any originals that cannot be located after
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Licensors commercially reasonable efforts, Licensor will deliver to Licensee a declaration, executed under penalty of perjury, detailing Licensors efforts to locate such unavailable original documents and details regarding how delivered copies were obtained.
3.2 | Closing |
The execution and delivery of this Agreement is contingent upon the simultaneous execution and delivery of each of the other Transaction Agreements.
The closing of the transactions contemplated by this Agreement (the Closing ) shall occur simultaneously with the execution of this Agreement, and shall be conditioned upon the simultaneous closing of the transactions under the other Transaction Agreements. Upon the Closing, Licensee shall pay Licensor the initial payment required as part of the License Issue Fee, and Licensee may then record the Memoranda of Exclusive License/Rights.
3.3 | Deliverables |
(a) Concurrently with the execution of this Agreement, Licensor shall deliver to Licensee each of the following items:
(i) | Transmittal of Documents . Licensor will have delivered to Licensee all the Deliverables. |
(ii) | Delivery of Executed Memorandum of Exclusive License/Rights and Transfer of Rights in Abandoned Assets . Licensor will have delivered to Licensee executed and witnessed Memoranda of Exclusive License/Rights and the Transfer of Rights in Abandoned Assets. |
(b) Concurrently with the execution of this Agreement, Licensee shall deliver to Licensor the Certificate of Formation of Licensee.
3.4 | Compliance with Laws |
Notwithstanding anything contained in this Agreement to the contrary, the obligations of the parties with respect to the consummation of the transactions contemplated by this Agreement shall be subject to all laws, present and future, of any government having jurisdiction over the parties and this transaction, and to orders, regulations, directions or requests of any such government.
4. | Covenants of Licensor |
4.1 | Further Cooperation |
At the reasonable request of Licensee, Licensor will execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the transactions contemplated hereby, including, without limitation, execution, acknowledgment and recordation of other such papers, and using reasonable efforts to obtain the same from the respective inventors, as necessary or desirable for fully perfecting and conveying unto Licensee the benefit of the transactions contemplated hereby, including, without limitation, providing and assisting in obtaining execution of any assignments, confirmations, powers of attorney, inventor declarations, and other documents that Licensee may request for prosecuting, maintaining, filing, obtaining issuance of, registering, enforcing, defending, or bringing any proceeding
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relating to the Patents. To the extent any attorney-client privilege or the attorney work-product doctrine applies to any portion of the Prosecution History Files, Licensor will ensure that, if any such portion of the Prosecution History File remains under Licensors possession or control after the Closing, it is not disclosed to any third party unless (a) disclosure is ordered by a court of competent jurisdiction, after all appropriate appeals to prevent disclosure have been exhausted, and (b) Licensor gave Licensee prompt notice upon learning that any third party sought or intended to seek a court order requiring the disclosure of any such portion of the Prosecution History File.
5. | F ILING , P ROSECUTION AND M AINTENANCE OF P ATENT R IGHTS |
5.1 | Costs |
After the Closing, Licensee will have the sole right and responsibility for, but not the obligation for, the preparation, filing, prosecution, maintenance and defense of all Patents (except to the extent of any portion of the Patents abandoned by Licensee pursuant to the terms of this Agreement or otherwise provided to Licensor under subsection 5.4). Subject to subsection 5.4, Licensee may, but is not obliged to, consult with Licensor regarding execution of its responsibility, and Licensor agrees to cooperate and assist Licensee in connection therewith, as required by the terms of this Agreement.
5.2 | Copies of Prosecution Documents |
Licensee will, upon Licensors reasonable written request, provide Licensor with a copy of documents received or filed by Licensee pertaining to the filing, prosecution, maintenance or defense of Patents, including, without limitation, each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent issuing from such patent application.
Licensee will provide Licensor access to the private Patent Application Information Retrieval (PAIR) docket of the USPTO for the Patents for so long as the Common Interest Agreement remains in effect.
5.3 | Conduct of Prosecution |
Subject to subsection 5.4, the conduct of the preparation, filing, prosecution, maintenance, and defense of the Patents will be under Licensees exclusive control and discretion. Licensee is authorized to execute and record, on Licensors behalf, any document submitted to the USPTO or other governmental patent office that pertains to filing, prosecution, maintenance, or defense of the Patents, including, without limitation, consents to reissue applications, and declarations. Licensee will consult with Licensor on such matters from time to time on Licensors reasonable request. At the reasonable request of Licensee, Licensor will execute and deliver to Licensee such other documents, and do and perform such other acts and things, as may be reasonably necessary or desirable for confirming in Licensee exclusive right to prosecute, maintain, defend, file, obtain issuance, register, enforce, or bring any proceeding relating to the Patents including, without limitation, execution, acknowledgment and recordation of such documents necessary to convey to Licensee any right or power of attorney in the USPTO or other governmental patent office, in respect to prosecution, maintenance, defense, filing, issuance, or registration of the Patents.
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5.4 | Abandonment |
(a) Licensee will at any time be entitled to abandon its license and other rights to all or any of the Patents (including abandonment of the Patents themselves, with respect to Patents to which Licensee acquires title).
(b) Licensor may request Licensee to notify Licensor whether or not Licensee intends to abandon any particular Patent Family or Patent Families by delivering written notice (an Abandonment Inquiry ) of such request to Licensee when Licensor identifies that Licensee has taken an action or failed to take an action indicating that Licensee may be abandoning a Patent Family. Licensee shall use reasonable efforts to notify Licensor of any instruction or plan to abandon a particular Patent Family or Patent Families, provided however that failure by Licensor to provide such notification shall not subject Licensee or any Affiliate of Licensee to liability associated with subsequent abandonment of such Patent Family or Patent Families. Licensee shall respond to any such Abandonment Inquiry by delivering a written statement (an Abandonment Notice ) to Licensor within thirty (30) days as to whether or not Licensee intends to abandon the Patent Family(ies) specified in the Abandonment Inquiry. Any Patent Family or Patent Families designated for abandonment in the Abandonment Notice shall be referred to as Released Patents .
Licensor hereby agrees that provisions in subsections 5.4(b) and (c) shall apply solely in the event that Licensee intends to abandon an entire Patent Family, and that in the event Licensee intends to abandon a particular Patent or Patents within a Patent Family, but to maintain other Patents within the Patent Family, Licensee shall not be obligated to provide an Abandonment Notice nor to assign the rights in such Patent or Patents to be abandoned to Licensor.
(c) Upon receipt of an Abandonment Notice listing any Released Patents, Licensor shall be entitled to maintain all or any of such Released Patents, provided that Licensor hereby agrees with Licensee as follows with respect to such Released Patents: (i) Licensor shall assume, as of the date of the Abandonment Notice, sole right and responsibility for the preparation, filing, prosecution, maintenance and defense of each Released Patent, and, except as in the last sentence of this subsection 5.4(c), Licensee shall have no further obligation with respect to such Released Patents, (ii) each Released Patent shall be released and/or assigned AS IS, without any express or implied representation or warranty whatsoever with respect to such Released Patent, and (iii) Licensor hereby agrees, and shall confirm in writing to Licensee, that the Released Patents shall be subject to each sublicense, covenant not to sue or other encumbrance granted by Licensee or any Affiliate of Licensee prior to the date of the Abandonment Notice, which encumbrances will not be terminated, altered or affected as a result of such intended abandonment by Licensee.
Except as in the last sentence of this subsection 5.4(c), with respect to each Released Patent that was licensed hereunder to Licensee immediately prior to the date of the Abandonment Notice, then Licensees and Licensors rights hereunder and under the other Transaction Agreements with respect to such Released Patents shall terminate as of the date of such Abandonment Notice.
With respect to each Released Patent to which Licensee has acquired title pursuant to Sections 3 or 4 of the Patent Rights Agreement, then Licensee shall use commercially reasonable efforts to assign all right, title and interest in such Released Patent to Licensor as soon as reasonably practicable, subject to the first sentence of this clause (c). Licensee agrees to reasonably cooperate with the recording of transfer of title of any Released Patent to Licensor, provided that Licensor shall bear all expenses (and shall reimburse Licensee for all of its expenses) relating to such transfer.
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For each Released Patent, Licensee shall continue to be obligated to pay Licensee Profits, if any, generated by any Revenue that may be paid to Licensee after a Patent becomes a Released Patent with respect to any such Released Patent that was subject to a sublicense, covenant not to sue or other encumbrance granted by Licensee or any Affiliate of Licensee prior to the date the Patent becomes a Released Patent.
5.5 | Assistance by Licensor |
Licensor will provide Licensee with such advice and assistance as Licensee reasonably requests in connection with the filing, prosecution, maintenance, or defense of the Patents, as more fully set forth in the Work Agreement. Licensee will not be responsible for any costs incurred by Licensor under Section 5 without Licensees prior written agreement to bear such costs.
6. | E NFORCEMENT OF P ATENTS |
6.1 | Enforcement |
Licensee will have the exclusive right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to infringement of the Patents, using counsel of its choice, including any declaratory judgment action arising from such infringement. In the event Licensee exercises its right to commence such action or proceeding, Licensee will use reasonable efforts to advise Licensor prior to such commencement. Thereafter, on Licensors written request no more frequently than every two (2) months, Licensee will report to Licensor reasonable, nonprivileged information on the status of the action or proceeding commenced by Licensee. Licensor shall not have and/or retain any right to, and will not, institute any case, action or other enforcement proceeding with respect to infringement of the Patents.
6.2 | Joinder; Cooperation in Litigation |
This Agreement transfers to Licensee all substantial rights under the Patents and, as a result, Licensee has the right to bring any future action or proceeding to enforce claims under the Patents in its own name, without naming Licensor as a party thereto. However, if necessary or desirable in Licensees sole discretion, Licensee may add Licensor as a named party in any action or proceeding to enforce or defend the Patents, and Licensor will consent to be added and will cooperate with Licensor in any such action or proceeding. Licensee will be entitled to select counsel and will be entitled to control such action or proceeding. If Licensee finds it necessary or desirable, Licensor will execute all papers or perform any other acts or provide any assistance, at Licensees expense (provided that Licensor shall be responsible for paying any fees or expenses of its own outside counsel), toward pursuing such action or proceeding, as reasonably required by Licensee. Licensor will use commercially reasonable efforts to ensure that any Licensor personnel will be available to cooperate, at Licensees expense for work of a nature contemplated by the Work Agreement, toward pursuing such action.
6.3 | In Event of Breach |
Notwithstanding any material breach of this Agreement by Licensee, in no event will Licensor be entitled to take any action or direct any proceeding with respect to the Patents, other than the Released Patents, without Licensees express consent and direction unless and until there has been a termination of the Term pursuant to subsection 11.4 of this Agreement.
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7. | R EPRESENTATIONS AND W ARRANTIES OF L ICENSOR |
Licensor represents and warrant to Licensee as of the Effective Date and as of the Closing as follows:
7.1 | All Substantial Rights |
By this Agreement, Licensor intends to, and will, transfer to Licensee all substantial rights under the Patents, other than those patents set forth on Schedule 7.1 . No Person other than Licensee will, as of and immediately following the Closing, have or retain any right to license, sublicense, or grant any other rights with respect to the Patents, either generally or within any field of use or otherwise.
7.2 | Organization; Authority and Approvals; Enforceability |
(a) Licensor is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation.
(b) Licensor has the full power and authority to enter into this Agreement and the other Transaction Agreements and to carry out its obligations hereunder and thereunder, including, without limitation, the assignment to Licensee of all causes of action with respect to the Patents.
(c) The execution, delivery and performance by Licensor of this Agreement, each of the other Transaction Agreements and all other transactions and actions contemplated hereby and thereby have been duly and validly approved and authorized by Licensors Board of Directors, and do not require the approval of Licensors stockholders nor any other corporate action on the part of Licensor.
(d) No consent, approval, order or authorization of, notification to, action by or registration, declaration or filing with, any governmental or regulatory authority, or any other person, governmental or otherwise, is necessary to enable Licensor to lawfully enter into, execute, deliver and perform its obligations under this Agreement and each of the other Transaction Agreements, or to consummate the transactions contemplated hereby and thereby.
(e) This Agreement and each of the other Transaction Agreements have been duly executed and delivered by Licensor. Assuming due authorization, execution and delivery by Licensee, this Agreement and each of the other Transaction Agreements are valid and binding obligations of Licensor, enforceable against each in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or limiting rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.
7.3 | No Conflict |
Neither the execution and delivery of this Agreement or any of the other Transaction Agreements by Licensor, nor the consummation of the transactions contemplated hereby or
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thereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of, give any rights of acceleration or cancellation under, or constitute a default under: (a) any provision of the Certificate of Incorporation or Bylaws of Licensor as currently in effect; (b) any law, rule, regulation, order, ruling or other legal requirement applicable to Licensor or any of the Patents; or (c) any material contract, agreement or understanding to which Licensor is a party or is bound, or by which any of the Patents are bound. Neither Licensors entering into this Agreement or any of the other Transaction Agreements nor the consummation of the transactions contemplated hereby or thereby will result in the creation of any encumbrance on any of the Patents or give rise to, or trigger the application of, any rights of any third party that would come into effect or become exercisable upon the consummation of the transactions contemplated hereby or thereby.
7.4 | Title and Contest |
(a) Immediately prior to the Closing, and subject to the Existing Encumbrances, Licensor owns all right, title and interest in the Patents, and as of the Closing Licensor will convey to Licensee, subject to the Existing Encumbrances, all right, title and interest in each right conferred under this Agreement with respect to the Patents (but not title to the Patents), including, without limitation, all rights, title, and interest in and to the causes of action assigned by this Agreement. Except as set forth on Schedule 7.4 , Licensor has obtained and properly recorded previously executed assignments for the Patents as necessary to fully perfect its rights and title therein in accordance with governing law and regulation in each jurisdiction.
(b) Each right conferred under this Agreement with respect to the Patents is free and clear of all liens, mortgages, security interests, and restrictions on transfer. As of the Closing, there are no actions, suits, investigations, claims, or proceedings threatened, pending or in progress relating in any way to any right conferred under this Agreement with respect to the Patents. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to or in any Person to acquire any Patents.
7.5 | Existing Licenses and Restrictions on Rights |
Except as specifically identified on Schedule 7.5 , (a) no license under the Patents has been granted by Licensor, any prior owner, or inventors, and (b) after Closing, none of Licensor, any prior owner, or any inventor will retain any rights or interest in the Patents or the related causes of action, except that Licensor shall retain title in the Patents. Except as specifically identified on Schedule 7.5 , Licensee will not be subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of any of Patents or the related causes of action as a result of the transactions contemplated in this Agreement or any prior transaction related to the Patents or the Abandoned Assets. None of the licenses listed on Schedule 7.5 is an exclusive grant or right, unless specifically noted otherwise on Schedule 7.5 . Each license listed on Schedule 7.5 is nontransferable and nonsublicensable, except as specifically noted otherwise on Schedule 7.5 . Notwithstanding anything to the contrary herein, the parties acknowledge and agree that Licensor will retain the right to collect any amounts that are or become due or owing to Licensor as a result of payment obligations under any of the licenses listed on Schedule 7.5 .
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7.6 | Validity and Enforceability |
(a) None of the Patents or the Abandoned Assets has ever been found invalid, unpatentable, or unenforceable for any reason in any judicial proceeding, arbitration proceeding, opposition proceeding, interference proceeding, ex parte reexamination proceeding, inter partes reexamination proceeding or other inter partes proceeding.
(b) Except as in Schedule 7.6, Licensor neither knows of nor has received any notice or information of any kind from any source suggesting the invalidity, unpatentability, or unenforceability of any claimed subject matter within the Patents or Abandoned Assets that has ultimately been allowed, granted, or otherwise deemed patentable by a respective patent authority or patent office, with the exception of rejections, objections or other deficiencies identified by such patent authority or patent office, which were overcome to result in the allowance, grant or patenting of such claimed subject matter.
(c) Except as in Schedule 7.6, Licensor neither knows of nor has received any notice or information of any kind from any source suggesting the invalidity, unpatentability or unenforceability of any of the pending patent applications or pending provisional patent applications listed in Schedules A and/or B.
(d) If any of the Patents is terminally disclaimed to another patent or patent application, all patents and patent applications subject to such terminal disclaimer are included in this transaction.
(e) To the extent small entity fees at the time of such payment were paid to the United States Patent and Trademark Office for any Patent, such reduced fees were then appropriate because the payor qualified to pay small entity fees and specifically had not licensed rights in any Patent to an entity that was not a small entity.
7.7 | Conduct; SSOs |
Neither Licensor nor any of its representative have engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate any of the Patents or hinder its enforcement, including, without limitation, misrepresenting Licensors patent rights to a standard-setting organization. There is no obligation imposed by a standards-setting organization on Licensor to license any of the Patents on particular terms or conditions, nor will any such obligation apply to Licensee following the Closing.
7.8 | Enforcement |
Except for any notices or letters included in the Deliverables, Licensor has not (a) provided to a third party notice of alleged actual or potential infringement of any of the Patents or the Abandoned Assets or (b) initiated enforcement action(s) with respect to any of the Patents or the Abandoned Assets.
7.9 | Patent Office Proceedings |
Except as set forth on Schedule 7.9 , none of the Patents or the Abandoned Assets has been or is currently involved in any reexamination, reissue, interference proceeding, or any similar proceeding, and no such proceedings are pending or threatened.
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7.10 | Fees |
All maintenance fees, annuities and the like due or payable on each of the Patents have been timely paid. For the avoidance of doubt, Licensor shall pay any maintenance fees for which the fee is payable (e.g., the fee payment window opens) on or prior to the Closing even if the surcharge date or final deadline for payment of such fee would be after the Closing.
7.11 | Abandoned Patents |
According to each applicable patent office, each of the Abandoned Assets has expired, lapsed, or been abandoned or deemed withdrawn.
7.12 | Brokers |
Except for Licensors obligations to GCA Savvian Advisors, LLC, if any, neither Licensor nor any Affiliate of Licensor is obligated for the payment of any fees or expenses of any investment banker, broker, finder or similar party in connection with the origin, negotiation or execution of this Agreement or in connection with the transactions contemplated hereby. Licensee will not incur any liability, either directly or indirectly, to any such investment banker, broker, finder or similar party as a result of, this Agreement, the transactions contemplated hereby or any act or omission of Licensor or any of its employees, officers, directors, stockholders, agents or Affiliates.
8. | R EPRESENTATIONS AND W ARRANTIES OF L ICENSEE |
Licensee represents and warrants to Licensor as of the Effective Date and the Closing:
8.1 | Organization; Authority and Approvals; Enforceability |
(a) Licensee is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation.
(b) Licensee has the full power and authority to enter into this Agreement and the other Transaction Agreements and to carry out its obligations hereunder and thereunder.
(c) Licensee is duly authorized to execute and deliver this Agreement and each of the other Transaction Agreements and to perform its obligations hereunder and thereunder. The individual executing this Agreement and each of the other Transaction Agreements on Licensees behalf has been duly authorized to do so by all requisite corporate action.
(d) No consent, approval, order or authorization of, notification to, action by or registration, declaration or filing with, any governmental or regulatory authority, or any other person, governmental or otherwise, is necessary to enable Licensee to lawfully enter into, execute, deliver and perform its obligations under this Agreement and each of the other Transaction Agreements, or to consummate the transactions contemplated hereby and thereby.
(e) This Agreement and each of the other Transaction Agreements have been duly executed and delivered by Licensee. Assuming due authorization, execution and delivery by Licensor, this Agreement and each of the other Transaction Agreements are valid and binding obligations of Licensee, enforceable against Licensee in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or limiting rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.
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8.2 | No Conflict |
Neither the execution and delivery of this Agreement or any of the other Transaction Agreements by Licensee, nor the consummation of the transactions contemplated hereby or thereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of, give any rights of acceleration or cancellation under, or constitute a default under: (i) the applicable organizational documents of Licensee, as currently in effect; (ii) any law, rule, regulation, order, ruling or other legal requirement applicable to Licensee; or (iii) any material contract, agreement or understanding to which Licensee is a party or is bound.
8.3 | Brokers |
Neither Licensee nor any Affiliate of Licensee is obligated for the payment of any fees or expenses of any investment banker, broker, finder or similar party in connection with the origin, negotiation or execution of this Agreement or in connection with the transactions contemplated hereby. Licensor will not incur any liability, either directly or indirectly, to any such investment banker, broker, finder or similar party as a result of, this Agreement, the transactions contemplated hereby or any act or omission of Licensee or any of its employees, officers, members, agents or Affiliates.
8.4 | Covenants Relating to Obligations to [**] and [**] |
Licensor is required, pursuant to agreements between Licensor and each of [**] ([**]) and [**] ([**]) to pay each of [**] and [**], respectively, $[**] USD for each patent issuing anywhere in the world from a patent application claiming priority to the patents that Licensor acquired from [**] and [**]. Licensee hereby covenants and agrees with Licensor to make the following payments in order to assist Licensor with satisfying the obligations under Licensors agreements with [**] and [**]:
(a) Licensee hereby agrees to pay [**] $[**] USD for each patent issuing anywhere in the world from a patent application claiming priority to the patent rights that Licensor obtained from [**]. Currently pending patent applications are identified on Schedule A to this Agreement. This payment obligation also applies to patents issuing anywhere in the world from patent applications that Licensee files after Closing that claim priority to these patent applications or other patent rights that Licensor obtained from [**]. Such payments are required within thirty (30) days following issuance of each such issued patent.
(b) Licensee hereby agrees to pay to pay US$[**] (net of any tax payable by Licensee) for each patent issuing from a patent application claiming priority to the patent rights that Licensor obtained from [**]. Currently pending patent applications are identified on Schedule A to this Agreement. Licensee shall pay [**] ([**]) of each such payment directly to [**] on behalf of [**], and shall pay the remainder of each such payment to [**]. This payment obligation also applies to U.S. patents issuing from patent applications that Licensee files after Closing that claim priority to these patent applications or other patent rights that Licensor obtained from [**].
(c) Licensee agrees to indemnify and hold harmless Licensor and its directors, officers and employees of each of their Affiliates, from any losses, liabilities, damages, claims, payments, liens, judgments, demands, costs and expenses (including reasonable attorneys fees) arising out of failure by Licensee to pay [**] or [**] as required under this subsection 8.4.
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CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
9. | D ISCLAIMER OF R EPRESENTATIONS AND W ARRANTIES ; L IMITATION OF L IABILITY ; E XCLUSIONS F ROM D AMAGES |
9.1 | Disclaimer of Representations and Warranties |
NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT FOR THEIR RESPECTIVE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 7 AND 8, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LICENSEE GIVES LICENSOR NO ASSURANCE THAT ANY PROFIT (EITHER FROM A MONETIZATION EVENT INVOLVING SOLELY THE PATENTS OR AS PART OF A PORTFOLIO MONETIZATION) WILL BE GENERATED FOR LICENSOR.
LICENSOR ACKNOWLEDGES THAT ACCOUNTING FOR THIS TRANSACTION IS A MATTER SOLELY BETWEEN OR AMONG LICENSOR AND ITS ACCOUNTANTS, AND ACKNOWLEDGE THAT THEY HAVE NOT RELIED UPON ANY ADVICE OR REPESENTATION FROM LICENSEE TO DETERMINE THE ACCOUNTING TREATMENT FOR THE LICENSE ISSUE FEE OR ANY OTHER PAYMENT TO BE MADE BY LICENSEE TO LICENSOR.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT; OR (B) THAT MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION OR OTHER DISTRIBUTION OF ANY PRODUCT OR METHOD DISCLOSED AND CLAIMED IN ANY PATENT BY LICENSEE, ANY SUBLICENSEE OR ANYONE ELSE WILL NOT CONSTITUTE AN INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
9.2 | Limitation of Liability |
EXCEPT IN THE EVENT OF FRAUD OR INTENTIONAL MISREPRESENTATION OR THE BREACH OF THE REPRESENTATIONS AND WARRANTIES MADE IN SUBSECTIONS 7.4 AND 7.5 OF THIS AGREEMENT, THE COLLECTIVE LIABILITY OF LICENSOR, ON ONE HAND, AND LICENSEE, ON THE OTHER, WILL IN EACH CASE NOT EXCEED AN AMOUNT EQUAL TO THE SUM OF ALL PAYMENTS PAYABLE UNDER SUBSECTIONS 2.1 AND 2.2 OF THIS AGREEMENT. IN THE EVENT OF BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES MADE IN SUBSECTIONS 7.4 AND 7.5 OF THIS AGREEMENT, LICENSORS COLLECTIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THREE (3) TIMES THE SUM OF ALL PAYMENTS PAYABLE UNDER SUBSECTIONS 2.1 AND 2.2 OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATION ON POTENTIAL LIABILITY WAS AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
9.3 | Exclusion of Certain Damages |
NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY, FOR COVER OR FOR ANY INCIDENTAL,
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INDIRECT, CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES FOR LOSS OF REVENUE, PROFIT (EXCEPT TO THE EXTENT PROFIT BECOMES DUE AND PAYABLE IN ACCORDANCE WITH SUBSECTION 2.2 OF A PATENT LICENSE AGREEMENT), SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR UNDERSTANDS AND CONFIRMS THAT THERE MAY NOT BE ANY PROFIT PARTICIPATION DISTRIBUTED UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF SUCH POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
10. | D EFINITIONS |
Capitalized terms used in this Agreement that are not otherwise defined have the meanings set forth in this Section.
Abandoned Assets means those specific provisional patent applications, patent applications, patents and other governmental grants or issuances listed on Schedule C (as such list may be updated based on Licensees review pursuant to subsection 3.1).
Acquisition Transaction means (i) a merger, consolidation or reorganization of a party with or into another Person (whether or not such party is the surviving Entity), in which such partys shareholders holding the right to vote with respect to general matters immediately preceding such transaction own less than fifty percent (50%) of the voting securities of the surviving Entity; (ii) a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of such party to another Person; or (iii) another Person becoming the beneficial owner of more than fifty percent (50%) of the outstanding voting securities of such party.
Affiliate means, with respect to any Person, any Entity in whatever country organized that controls, is controlled by or is under common control with such Person; provided however, that an Entity that qualifies as an Affiliate but subsequently ceases to fall within this definition shall no longer be considered an Affiliate hereunder. The term control means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an Entity, whether through the ownership of voting securities, by contract or otherwise. For purposes of clarity, neither TVAura LLC nor TVAura Mobile LLC shall be considered an Affiliate of Licensor under this Agreement.
Amounts as generally used in this Agreement refers to cash amounts, and amounts that are not cash will be valued by Licensee at their cash equivalent under customary valuation techniques.
Assignment Agreements mean the agreements assigning to Licensor ownership of the Patents and the Abandoned Assets from the inventors and/or any prior owners to Licensor.
Closing has the meaning set forth in subsection 3.2.
Common Interest Agreement means an agreement, in the form set forth on Exhibit A , setting forth the terms under which Licensor and Licensee will protect certain information relating to the Patents under the common interest privilege.
Docket means Licensors, or its agents, list or other means of tracking information relating to the prosecution or maintenance of the Patents throughout the world, including, without limitation, the names, addresses, email addresses and phone numbers of prosecution counsel and agents, and information relating to deadlines, payments, and filings, which list or other means of tracking information is current as of the Effective Date.
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Effective Date means the date set forth as the Effective Date on the cover page of this Agreement.
Entity means any corporation, partnership, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, governmental entity (or any department, agency, or political subdivision thereof) or any other legal entity.
Excluded Assets means the patents and applications listed in the attached Schedule 7.1, any reissues or reexaminations thereof, and any other patent application (and resulting patent) filed by Licensor after the Effective Date that either (a) does not claim priority to any of the Live Assets or (b) claims priority to a Live Asset only through an intermediate application or patent that is also listed on Schedule 7.1 .
Existing Encumbrances means all licenses or other encumbrances disclosed on Schedule 7.5 .
Grant-Back License Agreement means the Grant-Back License Agreement between Licensor and Licensee dated of even date herewith.
IV Fund means Invention Investment Fund II, LLC, a Delaware limited liability company.
IP Group Expenses means the Amounts paid, incurred, accrued, or allocated by or on behalf of Licensee in respect of acquiring, holding, prosecuting, maintaining, managing, protecting, or enhancing the Patents, including, without limitation, all such Amounts (other than Profit Participation) paid under this Agreement to Licensor and all fees, costs, commissions and expenses for legal, technical, advisory, and consulting services and filing, issuance, annuity and maintenance payments. IP Group Expenses, as used in this Agreement refers to IP Group Expenses of the Patents.
License Issue Fee has the meaning set forth in subsection 2.1.
Live Assets means the provisional patent applications, patent applications, and patents listed on Schedule A (as such lists may be updated based on Licenses review pursuant to subsection 3.1).
Memoranda of Exclusive License/Rights means one or more documents in substantially the form of Schedule B , which form may be adjusted for the requirements of the particular government patent office, that memorialize the license and other rights transferred to Licensee by this Agreement.
Memoranda of Exclusive License/Rights are created to comply with recordation requirements related to this grant/transfer/assignment, but in no way are intended by the parties to limit or expand the scope of the rights intended to be granted, transferred and assigned.
Monetization Expenses means the Amounts paid, incurred, accrued, or allocated by or on behalf of Licensee in respect of commercializing, asserting, litigating, licensing, managing, or otherwise capturing value, including, without limitation, fees, costs, commissions and expenses for legal, technical, advisory, consulting and licensing services. Monetization Expenses, as used in this Agreement, may refer to Monetization Expenses of either a monetization event involving solely the Patents or a Portfolio Monetization.
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Non-Exclusive License means the Non-Exclusive License Agreement between Licensor and Licensee dated on or about even date herewith.
Patent Rights Agreement means the Patent Rights Agreement in the form of Exhibit B .
Patents means, excluding the Abandoned Assets and the Excluded Assets, all (a) Live Assets; (b) patents or patent applications (i) to which any of the Live Assets directly or indirectly claims priority, (ii) for which any of the Live Assets directly or indirectly forms a basis for priority, and/or (iii) that were co-owned applications that incorporate by reference, or are incorporated by reference into, the Live Assets; (c) reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, requests for continuing examinations, divisions, and registrations of any item in any of the foregoing categories (a) and (b); (d) foreign patents, foreign patent applications and foreign counterparts relating to any item in any of the foregoing categories (a) through (c), including, without limitation, certificates of invention, utility models, industrial design protection, design patent protection, and other governmental grants or issuances; (e) items in any of the foregoing categories (b) through (d) whether or not expressly listed as Live Assets and whether or not claims in any of the foregoing have been rejected, withdrawn, cancelled, or the like; and (f) all patentable inventions, invention disclosures, and patentable discoveries described in any item in any of the foregoing categories (a) through (e) and all other patent rights arising out of such inventions, invention disclosures, and discoveries (each such Live Asset, together with patents and patent applications in categories (b)(i), (b)(ii), (c), (d) and (e) above relating to such Live Asset, is referred to collectively as a Patent Family ).
Person means any individual or Entity.
Portfolio Monetization has the meaning set forth in subsection 2.3.
Portfolio Profit means Revenue from, minus Monetization Expenses of, a Portfolio Monetization.
Profit means
the total of the Portfolio Profit that is allocated under subsections 2.3 through 2.5 to the patents and patent applications among the Patents included in a Portfolio Monetization;
plus Revenue from, minus remaining Monetization Expenses of, monetization events involving solely the Patents and which are not a Portfolio Monetization;
minus any remaining IP Group Expenses.
Profit Participation has the meaning set forth in subsection 2.2.
Prosecution History Files means all files, documents and tangible things, as those terms have been interpreted pursuant to rules and laws governing the production of documents and things, constituting, comprising or relating to the investigation, evaluation, preparation, prosecution, maintenance, defense, filing, issuance, registration, assertion or enforcement of the Patents .
Reporting Period has the meaning set forth in subsection 2.7.
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CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Revenue means Amounts received by or on behalf of Licensee and recognized as revenue under generally accepted accounting principles from (a) licensing and/or (b) damages awarded in litigation or other proceedings, and/or (c) sale of the rights granted to Licensee under this Agreement. Revenue, as used in this Agreement, may refer to Revenue from either a monetization event involving solely the Patents or a Portfolio Monetization.
Term has the meaning set forth in subsection 11.4.
Transaction Agreements means this Agreement, the Patent Rights Agreement (including the Patent Purchase Agreement attached as Exhibit A), the letter agreement between Licensor and an Affiliate of Licensee dated of even date herewith, the Work Agreement, the Common Interest Agreement, the Grant-Back License Agreement and the Non-Exclusive License.
Transmitted Copy has the meaning set forth in subsection 11.14.
Work Agreement means the Work Agreement entered into between Licensor and Licensee concurrently herewith.
11. | M ISCELLANEOUS |
11.1 | Confidentiality of Terms |
(a) Subject to subsection 11.1(b) below, the parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of this information to any third party except (i) with the prior written consent of the other party; (ii) as otherwise may be required by law (subject to Section 11.1(b) below) or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (iii) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (iv) in confidence to its legal counsel, accountants, banks and financing sources and their advisors solely in connection with administering or complying with its obligations with respect to this Agreement (including reporting by Licensee and its Affiliates to its investors under existing confidentiality obligations between Licensee and its Affiliates and such investors); (v) by Licensee (and, upon Licensees request, by Licensor), in order to perfect Licensees interest in the Patents or the Abandoned Assets with any governmental patent office; (vi) to enforce Licensees rights and interest in the Patents, the causes of action transferred under this Agreement, or the Abandoned Assets; or (vii) by Licensor or Licensee under a written obligation of confidentiality substantially similar as this subsection 11.1, to potential acquirers, licensees of or investors in Licensor or Licensee or the Patents, including without limitation such third parties legal counsel, accountants, banks, financing sources and advisors provided that such parties are subject to such confidentiality obligations; provided, in (ii) and (iii) above, (A) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (B) the disclosing party will provide the other party with at least ten (10) days prior written notice of such disclosure. Without limiting the foregoing, Licensor will cause its agents involved in this transaction to abide by the terms of this Section 11, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials or industry conferences.
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(b) Disclosure of this Agreement, the financial impact of this Agreement and the terms and conditions of this Agreement (both in summary form and through exhibit filings) may be required under the Securities Exchange Commission (SEC) regulations, stock market rules, or other laws. Licensor and Licensee may rely in good faith on advice of counsel when determining whether such disclosure is required; provided that Licensor and Licensee agree that such disclosures shall be limited to only those that are required by law in reliance on such opinion of counsel. Except as otherwise provided in this Section 11, Licensor or Licensee will make no public announcements and will not issue press releases relating to this Agreement without the prior written consent of the other Parties, which consent will not be unreasonably withheld. Licensor and Licensee have agreed to the text of a joint press release announcing the signing of this Agreement and the transactions contemplated hereby, a copy of which is attached hereto as Exhibit C . Licensor also agrees to provide Licensee an opportunity to review and an opportunity to comment on the Current Report on Form 8-K to be filed with the SEC and any script for investor calls announcing this Agreement and the transactions contemplated hereby. Licensor shall consult with Licensee before issuing or making, and shall provide Licensee with reasonable opportunity to review and comment upon, and shall consider in good faith and reasonably attempt to incorporate the views of Licensee in connection with any other press release, public filing or other public statement with respect to the transactions contemplated by this Agreement; provided that (i) any such disclosure will be limited to the specific information that is required by law to be disclosed, and (ii) Licensor shall not be required to consult, and shall only be required to give reasonable notice, of any public disclosure which is substantially similar in content to the joint press release, the script for the investor call and the Current Report on Form 8-K filed with respect to the transactions contemplated by this Agreement, or any other subsequent or previously made public filing, with respect to which Licensor has complied with the provisions of this subsection 11.1(b). Because Licensor has determined that this Agreement, the Patent Rights Agreement and the Grant-Back License are required by applicable law to be filed by Licensor as an exhibit to a Quarterly Report on Form 10-Q and/or Annual Report on Form 10-K, or otherwise needs to be filed with the SEC, Licensor shall (A) provide Licensee with at least ten (10) business days advance notice of such intent to file this Agreement and such other Transaction Agreements, and provide Licensee an opportunity to discuss and consider in good faith any input or request made by Licensee, (B) file a request with the SEC for confidential treatment of such portions of this Agreement and of such other Transaction Agreements that Licensee requests in writing to Licensor at least five (5) business days prior to the intended filing date that counsel for Licensor, after consultation with counsel for Licensee, advises should be eligible for confidential treatment, and provide Licensee with any updates and consider in good faith any input from Licensee with respect to such confidential treatment request, and (C) in any event, only file those portions of this Agreement as counsel for Licensor, after consultation with and consideration in good faith of the views of counsel for Licensee, determines are required to be filed by applicable law.
(c) Effective upon the Closing, the Reciprocal Non-disclosure Agreement dated as of July 13, 2009 between Licensor and an Affiliate of Licensee, together with all amendments and addendums (the NDA ), shall be void and of no force or effect solely with respect to Confidential Information (as that term is defined in the NDA) that has been disclosed by or on behalf of Licensor and that relates to the Patents or Abandoned Assets; provided, however, that to the extent Licensor has shared information relating to third-party relationships with Licensee that is subject to a confidentiality obligation to a third party, Licensee agrees to keep such information confidential subject to the terms of the NDA
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CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
except for disclosure to potential or actual licensees, purchasers or investors in the Patents, potential or actual investors or acquirers of Licensee or any Affiliate of Licensee, or any Licensee Affiliates counsel, auditors, consultants or other similar parties that are subject to a substantially similar confidentiality obligation to such Licensee Affiliate.
(d) In the event of any breach or default, threatened or otherwise, under this Section 11, the parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by either party, the other party will be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in the circumstances in order to restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this Section 11 but will be in addition to all other remedies available to the parties at law or in equity.
11.2 | Relationship of Parties |
The parties hereto are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties. Neither party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party.
11.3 | Assignment; Successors |
Any assignment of this Agreement by Licensor, on one hand, or by Licensee, on the other, shall require the prior written consent of the other parties; provided, however, that (a) without Licensors consent, Licensee may assign, in whole or in part, this Agreement, and/or any license or other rights Licensee acquires hereunder, to its Affiliates or to an unaffiliated Entity that is managed and controlled by representatives of Licensee or its Affiliates, (b) without the other partys consent, Licensee may assign this Agreement to the acquiring party pursuant to an Acquisition Transaction in which the ultimate parent company of Licensee is the party being acquired or whose assets are being acquired in such transaction and (c) without the other partys consent, Licensor may assign this Agreement to the acquiring party pursuant to an Acquisition Transaction in which Licensor is the party being acquired or whose assets are being acquired in such transaction.
Subject to the above provisions of this subsection 11.3, the terms and conditions of this Agreement will inure to the benefit of Licensor, Licensee, and their respective successors, assigns and other legal representatives, and will be binding upon each of Licensor, Licensee and their respective successors, assigns, and other legal representatives.
11.4 | Term and Termination |
The term of this Agreement (the Term ) will commence on the Effective Date and will continue in effect until the last of the Patents expires, or it will continue such longer time as may be necessary as determined at Licensees sole and absolute discretion, to permit Licensee to fully enforce and protect its rights under the Patents for any action or proceeding for infringement arising before such expiration (provided that Licensees obligation to pay Profit Participation, if any, in connection with such action or proceeding shall likewise continue in effect).
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CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Subject to the provisions of subsection 11.6, in the event of a Payment Breach by Licensee, or of a material breach of this Agreement by Licensor, the nonbreaching party will be entitled to terminate the Term by written notice to the breaching party, if such breach is not cured within ten (10) business days (for a Payment Breach) and sixty (60) days (for non-monetary breaches) after written notice specifying the breach is given to the breaching party. Such circumstances in the foregoing sentence shall be the sole basis for termination of this Agreement by either party. For purposes of this provision, a Payment Breach is defined as failure by Licensee or an Affiliate of Licensee (a) to make the payments required to be made to Licensor under the schedule set forth on Schedule 2.1, or (b) to make any payment that Licensee and/or its Affiliates have determined, in accordance with subsections 2.3, 2.4, 2.5 and 2.7 of this Agreement, is due and payable to Licensor.
11.5 | Survival/Effect of Termination |
No termination of the Term will relieve a breaching party of its obligations arising prior to such termination.
In the event of termination of this Agreement under subsection 11.4, (a) the license set forth in subsection 1.1 of this Agreement will terminate with respect to all Patents licensed thereunder, and (b) with respect to each Patent to which Licensee has acquired title pursuant to Sections 3 or 4 of the Patent Rights Agreement, Licensee shall use commercially reasonable efforts to assign all right, title and interest in such Patent to Licensor as soon as reasonably practicable, subject (in each case of clauses (a) and (b) above) to all of the conditions set forth with respect to the release or assignment of Released Patents in subsection 5.4(c) of this Agreement. Licensee agrees to reasonably cooperate with the recording of transfer of title of such Patents to Licensor, provided that Licensor shall bear all expenses (and shall reimburse Licensee for all of its expenses) relating to such transfer.
In the event of termination of this Agreement by Licensor following a Payment Breach by Licensee, Licensee shall continue to be obligated to pay Licensee Profits, if any, generated by any Revenue that may be paid to Licensee after such termination with respect to any sublicenses, covenants not to sue or other encumbrances under the Patents granted by Licensee or any Affiliate of Licensee at or after the Closing and prior to such termination.
11.6 | Remedies |
Licensors sole and exclusive remedy in the event of any claim, dispute, or controversy under this Agreement, other than a Payment Breach, will be the recovery of money damages, subject to the disclaimer and limitations set forth in this Agreement, including, without limitation, those in subsections 9.1, 9.2 and 9.3 .
11.7 | Export Controls |
It is understood and agreed that to the extent Licensor is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes, and other commodities (including the Arms Export Control Act, as amended, and the Export Administration Act of 1979), its obligations hereunder are contingent on compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities may require a license from the cognizant agency of the United States Government and/or written assurances by Licensee that Licensee will not export data or commodities to certain foreign countries without prior approval of such agency. Licensor neither represents that a license will not be required nor that, if required, it will be issued.
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11.8 | Governing Law |
Any claim arising under or relating to this Agreement will be governed by the laws of the State of Delaware, without regard to choice of law principles to the contrary.
11.9 | Dispute Resolution |
Except for the payment of the License Issue Fee set forth in subsection 2.1 and as provided under subsection 11.1, the parties hereby waive their respective rights to seek remedies in court, and will resolve any and all claims, disputes, or controversies relating in any way to, or arising out of, this Agreement, including, without limitation, any breach or threatened breach of this Agreement, the amount of the Profit Participation due under this Agreement, or the calculation of Profit ( Disputes ), as follows:
(a) The party raising the Dispute shall promptly provide the other party with a written notice describing the nature of the Dispute in reasonable detail (a Dispute Notice ). During the thirty (30) day period after a partys receipt of a Dispute Notice, the parties will commence discussions to attempt to resolve the Dispute.
(b) If the parties cannot timely resolve the Dispute through negotiation, before resorting to arbitration the parties will try in good faith to settle the Dispute by mediation before a mutually agreed mediator in Seattle, Washington. The mediation will be conducted in English and administered by the American Arbitration Association ( AAA ) under its Commercial Mediation Procedures. If the parties are unable to agree upon a mutually acceptable mediator, the AAA will appoint a qualified mediator. The mediation proceeding shall take place on the earliest practicable date following the submission of a request for mediation by either party, which request shall be submitted within sixty (60) days after a partys receipt of a Dispute Notice.
(c) If the Dispute is not resolved through mediation within thirty (30) days after the mediation hearing, the parties will submit the Dispute to final and binding arbitration administered by the AAA under its Commercial Arbitration Rules. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings.
(i) The arbitration will be conducted before a mutually agreed panel of three (3) neutral arbitrators in Seattle, Washington. If the parties are unable to agree upon a mutually acceptable panel of three (3) arbitrators, the panel will be selected by the AAA.
(ii) The arbitration hearing will be conducted in English, and under no circumstances will the arbitration hearing extend for more than one (1) business day. The award shall be rendered within one hundred twenty (120) days of the demand and the arbitrators shall agree to comply with this schedule before accepting appointment. The parties have included these time limits to expedite the proceeding, but they are not jurisdictional, and the arbitrator may for good cause permit reasonable extensions which shall not affect the validity of the award.
(iii) All documents and information relevant to the Dispute in the possession of any party shall be made available to the other party not later than sixty (60) days after the demand for arbitration is served, and the arbitrator may permit such depositions or other discovery deemed necessary for a fair hearing.
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(iv) The parties agree that the arbitration method to be employed by the parties will be baseball arbitration, in which case each party will submit to the arbitrators and exchange with each other in advance of the hearing their last, best offers and the arbitrators will be limited to awarding only one or the other of the two figures submitted.
(v) The arbitrators award may be entered and enforced in any court with competent jurisdiction and will be nonappealable. Such decision may be used in a court of law only for the purpose of seeking enforcement of the arbitrators decision permitted under this Agreement.
(vi) The award shall be in writing, shall be signed by a majority of the arbitrators, and shall include a statement setting forth the reasons for the disposition of any claim.
(vii) The costs of the arbitration proceeding, including reasonable attorneys fees and costs, will be determined by the arbitrators, who may apportion costs equally, or in accordance with any finding of fault or lack of good faith of either party.
(viii) To the fullest extent permitted by law, no arbitration under this Agreement shall be joined to any other arbitration, and no class arbitration proceedings shall be permitted.
(ix) Except as may be required by law, neither a party nor any arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
11.10 | Notices and Payment Delivery |
All notices required or permitted to be given hereunder will be in writing, will make reference to this Agreement and will be delivered by hand, or dispatched by prepaid air courier to the addresses set forth on the cover page of this Agreement. Such notices will be deemed given when received by addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery. Either party may give written notice of a change of address to the other. After notice of such change has been received, any notice or request will thereafter be given to such party at such changed address.
11.11 | Severability |
If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of this Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective.
11.12 | Waiver |
Failure by either party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
11.13 | Miscellaneous |
This Agreement, including its exhibits and schedules, together with the other Transaction Agreements, constitute the entire agreement between the parties with respect to the subject matter hereof and merge and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions. Neither of the parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided in this Agreement or in the other Transaction Agreements. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or benefit on any third party (including, but not limited to, any employee or beneficiary of any party), and no action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement. No oral explanation or oral information by either party hereto will alter the meaning or interpretation of this Agreement. No amendments or modifications will be effective unless in writing and signed by authorized representatives of both parties; provided, however, that, after the Closing, Licensee may update Schedule A to include any patents or patent applications within the definition of Patents, based on its review of the Deliverables as defined in subsection 3.1, by providing updated Schedule A to Licensor. The terms and conditions of this Agreement and the other Transaction Agreements will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any letter, email or other communication or other writing not expressly incorporated into this Agreement.
11.14 | Counterparts; Electronic Signature |
This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one and the same instrument. Each party will execute and promptly deliver to the other parties a copy of this Agreement bearing the original signature. Prior to such delivery, in order to expedite the process of entering into this Agreement, the parties acknowledge that a Transmitted Copy of this Agreement will be deemed an original document. Transmitted Copy means a copy bearing a signature of a party that is reproduced or transmitted via email of a .pdf file, photocopy, facsimile, or other process of complete and accurate reproduction and transmission.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
SCHEDULE A
LIVE ASSETS
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
5768426 | US | 10/21/1994 |
Graphics processing system employing embedded code signals
Rhoads, Geoffrey B. |
|||
5636292C1 | US | 05/08/1995 |
Steganography methods employing embedded calibration data
Rhoads, Geoffrey B. |
|||
5748763 | US | 05/08/1995 |
Image steganography system featuring perceptually adaptive and globally scalable signal embedding
Rhoads, Geoffrey B. |
|||
5850481C1 | US | 05/08/1995 |
Steganographic system
Rhoads, Geoffrey B. |
|||
5841978 | US | 07/27/1995 |
Network linking method using steganographically embedded data objects
Rhoads, Geoffrey B. |
|||
5745604 | US | 03/15/1996 |
Identification/authentication system using robust, distributed coding
Rhoads, Geoffrey B. |
|||
6122403 | US | 11/12/1996 |
Computer system linked by using information in data objects
Rhoads, Geoffrey B. |
|||
6026193 | US | 10/16/1997 |
Video steganography
Rhoads, Geoffrey B. |
|||
6122392C1 | US | 11/12/1997 |
Signal processing to hide plural-bit information in image, video, and audio data
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6324573 | US | 08/06/1998 |
Linking of computers using information steganographically embedded in data objects
Rhoads, Geoffrey B. |
|||
6229924 | US | 08/21/1998 |
Method and apparatus for watermarking video images
Rhoads, Geoffrey B. |
|||
6421070 | US | 10/01/1998 |
Smart images and image bookmarking for an internet browser
Ramos, Daniel O. |
|||
7171016 | US | 11/05/1998 |
Method for monitoring internet dissemination of image, video and/or audio files
Rhoads, Geoffrey B. |
|||
6681028 | US | 05/19/1999 |
Paper-based control of computer systems
Rodriguez, Tony F. |
|||
6404898 | US | 06/24/1999 |
Method and system for encoding image and audio content
Rhoads, Geoffrey B. |
|||
6496591 | US | 06/29/1999 |
Video copy-control with plural embedded signals
Rhoads, Geoffrey B. |
|||
6400827 | US | 06/29/1999 |
Methods for hiding in-band digital data in images and video
Rhoads, Geoffrey B. |
|||
6311214 | US | 06/29/1999 |
Linking of computers based on optical sensing of digital data
Rhoads, Geoffrey B. |
|||
6343138 | US | 06/29/1999 |
Security documents with hidden digital data
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6700990 | US | 09/29/1999 |
Digital watermark decoding method
Rhoads, Geoffrey B. |
|||
6879701 | US | 09/29/1999 |
Tile-based digital watermarking techniques
Rhoads, Geoffrey B. |
|||
6408331 | US | 09/29/1999 |
Computer linking methods using encoded graphics
Rhoads, Geoffrey B. |
|||
6307949 | US | 11/04/1999 |
Methods for optimizing watermark detection
Rhoads, Geoffrey B. |
|||
6539095 | US | 11/17/1999 |
Audio watermarking to convey auxiliary control information, and media embodying same
Rhoads, Geoffrey B. |
|||
6381341 | US | 11/17/1999 |
Watermark encoding method exploiting biases inherent in original signal
Rhoads, Geoffrey B. |
|||
6363159 | US | 11/17/1999 |
Consumer audio appliance responsive to watermark data
Rhoads, Geoffrey B. |
|||
6542618 | US | 11/17/1999 |
Methods for watermark decoding
Rhoads, Geoffrey B. |
|||
6587821 | US | 11/17/1999 |
Methods for decoding watermark data from audio, and controlling audio devices in accordance therewith
Rhoads, Geoffrey B. |
|||
6408082 | US | 11/30/1999 |
Watermark detection using a fourier mellin transform
Rhoads, Geoffrey B. |
|||
6286036 | US | 12/15/1999 |
Audio- and graphics-based linking to internet
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6560349 | US | 12/28/1999 |
Audio monitoring using steganographic information
Rhoads, Geoffrey B. |
|||
6813366 | US | 12/30/1999 |
Steganographic decoding with transform to spatial domain
Rhoads, Geoffrey B. |
|||
7562392 | US | 12/30/1999 |
Methods of interacting with audio and ambient music
Rhoads, Geoffrey B. |
|||
6330335 | US | 01/13/2000 |
Audio steganography
Rhoads, Geoffrey B. |
|||
6983051 | US | 01/18/2000 |
Methods for audio watermarking and decoding
Rhoads, Geoffrey B. |
|||
6574350 | US | 02/03/2000 |
Digital watermarking employing both frail and robust watermarks
Rhoads, Geoffrey B. |
|||
6289108 | US | 02/10/2000 |
Methods for detecting alteration of audio and images
Rhoads, Geoffrey B. |
|||
6614914 | US | 02/14/2000 |
Watermark embedder and reader
Rhoads, Geoffrey B. |
|||
6965682 | US | 02/15/2000 |
Data transmission by watermark proxy
Davis, Bruce L. |
|||
6449379 | US | 02/29/2000 |
Video steganography methods avoiding introduction of fixed pattern noise
Rhoads, Geoffrey B. |
|||
6266430 | US | 03/08/2000 |
Audio or video steganography
Rhoads, Geoffrey B. |
|||
6353672 | US | 03/08/2000 |
Steganography using dynamic codes
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6611607 | US | 03/15/2000 |
Integrating digital watermarks in multimedia content
Davis, Bruce L. |
|||
6516079 | US | 03/15/2000 |
Digital watermark screening and detecting strategies
Rhoads, Geoffrey B. |
|||
6988202 | US | 03/17/2000 |
Pre-filteriing to increase watermark signal-to-noise ratio
Rhoads, Geoffrey |
|||
09/538493 | US | 03/30/2000 |
Method for inserting and detecting watermarks in digital data
Rhoads, Geoffrey B. |
|||
6775392 | US | 04/06/2000 |
Computer system linked by using information in data objects
Rhoads, Geoffrey B. |
|||
6535617 | US | 04/19/2000 |
Removal of fixed pattern noise and other fixed patterns from media signals
Hannigan, Brett T. |
|||
6590996 | US | 04/19/2000 |
Color adaptive watermarking
Reed, Alastair M. |
|||
6553129 | US | 04/28/2000 |
Computer system linked by using information in data objects
Rhoads, Geoffrey |
|||
6567533 | US | 04/27/2000 |
Method and apparatus for discerning image distortion by reference to encoded marker signals
Rhoads, Geoffrey B. |
|||
6505160 | US | 05/02/2000 |
Connected audio and other media objects
Levy, Kenneth L. |
|||
6424725 | US | 05/08/2000 |
Determining transformations of media signals with embedded code signals
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6947571 | US | 05/15/2000 |
Cell phones with optical capabilities, and related applications
Rhoads, Geoffrey B. |
|||
6522769 | US | 05/18/2000 |
Reconfiguring a watermark detector
Rhoads, Geoffrey B. |
|||
09/574726 | US | 05/18/2000 |
Method and systems employing digital watermarking in music and other media
Rhoads, Geoffrey B. |
|||
6944298 | US | 05/31/2000 |
Steganographic encoding and decoding of auxiliary codes in media signals
Rhoads, Geoffrey B. |
|||
6411725 | US | 06/20/2000 |
Watermark enabled video objects
Rhoads, Geoffrey B. |
|||
6681029 | US | 07/06/2000 |
Decoding steganographic messages embedded in media signals
Rhoads, Geoffrey B. |
|||
6535618 | US | 07/17/2000 |
Image capture device with steganographic data embedding
Rhoads, Geoffrey B. |
|||
6385329 | US | 07/19/2000 |
Wavelet domain watermarks
Sharma, Ravi K. |
|||
6542620 | US | 07/27/2000 |
Signal processing to hide plural-bit information in image, video, and audio data
Rhoads, Geoffrey B. |
|||
6522770 | US | 08/01/2000 |
Management of documents and other objects using optical devices
Seder, Phillip Andrew |
|||
6647128 | US | 09/07/2000 |
Method for monitoring internet dissemination of image, video, and/or audio files
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
7003731 | US | 10/17/2000 |
User control and activation of watermark enabled objects
Rhoads, Geoffrey B. |
|||
09/697009 | US | 10/25/2000 |
Digitally marked objects and promotional methods
Davis, Bruce L. |
|||
7261612 | US | 11/08/2000 |
Methods and systems for read-aloud books
Hannigan, Brett T. |
|||
6442285 | US | 12/08/2000 |
Controlling operation of a device using a re-configurable watermark detector
Rhoads, Geoffrey B. |
|||
6757406 | US | 01/10/2001 |
Steganographic image processing
Rhoads, Geoffrey B. |
|||
6567535 | US | 01/10/2001 |
Steganographic system with changing operations
Rhoads, Geoffrey B. |
|||
6430302 | US | 01/10/2001 |
Steganographically encoding a first image in accordance with a second image
Rhoads, Geoffrey B. |
|||
7224995 | US | 01/10/2001 |
Data entry method and system
Rhoads, Geoffrey B. |
|||
6760463 | US | 01/17/2001 |
Watermarking methods and media
Rhoads, Geoffrey B. |
|||
6829368 | US | 01/24/2001 |
Establishing and interacting with on-line media collections using identifiers in media signals
Meyer, Joel R. |
|||
6798894 | US | 02/06/2001 |
Method and apparatus for watermarking video images
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6580808 | US | 02/27/2001 |
Method and apparatus for discerning image distortion by reference to encoded marker signals
Rhoads, Geoffrey B. |
|||
7061510 | US | 03/05/2001 |
Geo-referencing of aerial imagery using embedded image identifiers and cross-referenced data sets
Rhoads, Geoffrey B. |
|||
7051086 | US | 03/09/2001 |
Method of linking on-line data to printed documents
Rhoads, Geoffrey B. |
|||
7209571 | US | 04/20/2001 |
Authenticating metadata and embedding metadata in watermarks of media signals
Davis, Bruce L. |
|||
6590997 | US | 04/24/2001 |
Files and methods employing common information in both header and steganographic embedding
Rhoads, Geoffrey B. |
|||
7024016 | US | 04/24/2001 |
Digital watermarking apparatus and methods
Rhoads, Geoffrey B. |
|||
7185201 | US | 05/14/2001 |
Content identifiers triggering corresponding responses
Rhoads, Geoffrey B. |
|||
6675146 | US | 05/31/2001 |
Audio steganography
Rhoads, Geoffrey B. |
|||
7302574 | US | 06/21/2001 |
Content identifiers triggering corresponding responses through collaborative processing
Conwell, William Y. |
|||
6542927 | US | 06/29/2001 |
Linking of computers based on steganographically embedded digital data
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6560350 | US | 06/29/2001 |
Methods for detecting alteration of audio
Rhoads, Geoffrey B. |
|||
6721440 | US | 07/02/2001 |
Low visibility watermarks using an out-of-phase color
Reed, Alastair M. |
|||
6959386 | US | 07/25/2001 |
Hiding encrypted messages in information carriers
Rhoads, Geoffrey B. |
|||
6590998 | US | 08/01/2001 |
Network linking method using information embedded in data objects that have inherent noise
Rhoads, Geoffrey B. |
|||
6763123 | US | 08/20/2001 |
Detection of out-of-phase low visibility watermarks
Reed, Alastair M. |
|||
7058697 | US | 08/28/2001 |
Internet linking from image content
Rhoads, Geoffrey B. |
|||
6718046 | US | 08/31/2001 |
Low visibility watermark using time decay fluorescence
Reed, Alastair M. |
|||
6654887 | US | 09/25/2001 |
Steganography decoding methods employing error information
Rhoads, Geoffrey B. |
|||
6950519 | US | 11/28/2001 |
Geographically watermarked imagery and methods
Rhoads, Geoffrey B. |
|||
6738495 | US | 11/29/2001 |
Watermarking enhanced to withstand anticipated corruptions
Rhoads, Geoffrey B. |
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S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
7042470 | US | 10/23/2001 |
Using embedded steganographic identifiers in segmented areas of geographic images and characteristics corresponding to imagery data derived from aerial platforms
Rhoads, Geoffrey B. |
|||
6920232 | US | 10/22/2001 |
Watermark encoding using arbitrary features
Rhoads, Geoffrey B. |
|||
7050603 | US | 12/13/2001 |
Watermark encoded video, and related methods
Rhoads, Geoffrey B. |
|||
7289643 | US | 12/19/2001 |
Method, apparatus and programs for generating and utilizing content signatures
Brunk, Hugh L. |
|||
6519352 | US | 01/23/2002 |
Encoding and decoding in accordance with steganographically-conveyed data
Rhoads, Geoffrey B. |
|||
7437430 | US | 03/06/2002 |
Network linking using index modulated on data
Rhoads, Geoffrey B. |
|||
6654480 | US | 03/25/2002 |
Audio appliance and monitoring device responsive to watermark data
Rhoads, Geoffrey B. |
|||
7054462 | US | 03/28/2002 |
Inferring object status based on detected watermark data
Rhoads, Geoffrey B. |
|||
7111170 | US | 03/29/2002 |
Distributed system for responding to watermarked documents
Hein, William |
|||
6804376 | US | 03/28/2002 |
Equipment employing watermark-based authentication function
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
7054463 | US | 03/28/2002 |
Data encoding using frail watermarks
Rhoads, Geoffrey B. |
|||
6850626 | US | 03/28/2002 |
Methods employing multiple watermarks
Rhoads, Geoffrey B. |
|||
7095871 | US | 04/05/2002 |
Digital asset management and linking media signals with related data using watermarks
Jones, Kevin C. |
|||
6917724 | US | 04/08/2002 |
Methods for opening file on computer via optical sensing
Seder, Phillip Andrew |
|||
6694042 | US | 04/08/2002 |
Methods for determining contents of media
Seder, Phillip Andrew |
|||
6694043 | US | 04/08/2002 |
Method of monitoring print data for text associated with a hyperlink
Seder, Phillip Andrew |
|||
7653210 | US | 04/08/2002 |
Method for monitoring internet dissemination of image, video, and/or audio files
Rhoads, Geoffrey B. |
|||
6567780 | US | 04/09/2002 |
Audio with hidden in-band digital data
Rhoads, Geoffrey B. |
|||
6647129 | US | 05/08/2002 |
Method and system for encoding image and audio content
Rhoads, Geoffrey B. |
|||
7171018 | US | 05/15/2002 |
Portable devices and methods employing digital watermarking
Rhoads, Geoffrey B. |
|||
7711564 | US | 06/27/2002 |
Connected audio and other media objects
Levy, Kenneth L. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6647130 | US | 07/03/2002 |
Printable interfaces and digital linking with embedded codes
Rhoads, Geoffrey B. |
|||
6704869 | US | 07/22/2002 |
Extracting digital watermarks using logarithmic sampling and symmetrical attributes
Rhoads, Geoffrey B. |
|||
6700995 | US | 07/30/2002 |
Applying digital watermarks using dot gain correction
Reed, Alastair M. |
|||
6778682 | US | 07/31/2002 |
Redundantly embedding auxiliary data in source signals
Rhoads, Geoffrey B. |
|||
6718047 | US | 08/07/2002 |
Watermark embedder and reader
Rhoads, Geoffrey B. |
|||
6993152 | US | 08/12/2002 |
Hiding geo-location data through arrangement of objects
Patterson, Philip R. |
|||
7113614 | US | 09/17/2002 |
Embedding auxiliary signals with multiple components into media signals
Rhoads, Geoffrey B. |
|||
7054465 | US | 10/16/2002 |
Data hiding method and system for embedding and extracting information in signals
Rhoads, Geoffrey B. |
|||
7224819 | US | 10/21/2002 |
Integrating digital watermarks in multimedia content
Levy, Kenneth L. |
|||
7006661 | US | 10/21/2002 |
Digital watermarking systems and methods
Miller, Marc D. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6768808 | US | 12/09/2002 |
Encoding and decoding methods in which decryption data is conveyed steganographically within audio or visual content
Rhoads, Geoffrey B. |
|||
7319775 | US | 07/12/2001 |
Wavelet domain watermarks
Sharma, Ravi K. |
|||
7158654 | US | 01/02/2003 |
Image processor and image processing method
Rhoads, Geoffrey B. |
|||
7333957 | US | 01/06/2003 |
Connected audio and other media objects
Levy, Kenneth L. |
|||
7349552 | US | 01/06/2003 |
Connected audio and other media objects
Levy, Kenneth L. |
|||
6744907 | US | 02/04/2003 |
Image capture methods and devices employing steganographic processing
Rhoads, Geoffrey B. |
|||
6768809 | US | 02/04/2003 |
Digital watermark screening and detection strategies
Rhoads, Geoffrey B. |
|||
7308110 | US | 02/26/2003 |
Methods for marking images
Rhoads, Geoffrey B. |
|||
7499564 | US | 03/05/2003 |
Methods for decoding watermark data from audio, and controlling audio devices in accordance therewith
Rhoads, Geoffrey B. |
|||
7181022 | US | 03/25/2003 |
Audio watermarking to convey auxiliary information, and media embodying same
Rhoads, Geoffrey B. |
|||
7003132 | US | 04/01/2003 |
Embedding hidden auxiliary code signals in media
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
7340076 | US | 04/16/2003 |
Digital watermarks for unmanned vehicle navigation
Stach, John |
|||
7391880 | US | 07/03/2003 |
Color adaptive watermarking
Reed, Alastair M. |
|||
6987862 | US | 07/11/2003 |
Video steganography
Rhoads, Geoffrey B. |
|||
6975746 | US | 08/25/2003 |
Integrating digital watermarks in multimedia content
Davis, Bruce L. |
|||
10/658808 | US | 09/08/2003 |
Method for increasing the functionality of a media player/recorder device or an application program
Rhoads, Geoffrey B. |
|||
6882738 | US | 10/23/2003 |
Methods and tangible objects employing textured machine readable data
Davis, Bruce L. |
|||
10/764430 | US | 01/23/2004 |
Paper products and physical objects as means to access and control a computer or to navigate over or act as a portal on a network
Rhoads, Geoffrey B. |
|||
RE40919 | US | 01/27/2004 |
Methods for surveying dissemination of proprietary empirical data
Inventor: Geoffrey B. Rhoads |
|||
7099492 | US | 02/13/2004 |
Method of steganographically embedding geo-location data in media
Rhoads, Geoffrey B. |
|||
10/792400 | US | 03/02/2004 |
Printer driver separately applying watermark and information
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
10/797617 | US | 03/09/2004 |
Image processing using embedded registration data to determine and compensate for geometric transformation
Rhoads, Geoffrey B. |
|||
6996252 | US | 04/05/2004 |
Low visibility watermark using time decay fluorescence
Reed, Alastair M. |
|||
7062069 | US | 04/06/2004 |
Digital watermark embedding and decoding using encryption keys
Rhoads, Geoffrey B. |
|||
7035427 | US | 04/09/2004 |
Method and system for managing, accessing and paying for the use of copyrighted electronic media
Rhoads, Geoffrey B. |
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Distribution and use of trusted photos
Davis, Bruce L. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6987861 | US | 03/19/2002 |
Security arrangements for printed documents
Rhoads, Geoffrey B. |
|||
7072490 | US | 11/22/2002 |
Symmetry watermark
Stach, John |
|||
11/875551 | US | 10/19/2007 |
Wireless methods and devices employing steganography
Rhoads, Geoffrey B. |
|||
12/244531 | US | 10/02/2008 |
Methods and systems for user-association of visual stimuli with corresponding responses
Rhoads, Geoffrey B. |
|||
12/543414 | US | 08/18/2009 |
Watermark placement in watermarking of time varying media signals
Celik, Mehmet U. |
|||
12/555618 | US | 09/08/2009 |
Processing audio or video content with multiple watermark layers
Levy, Kenneth L. |
|||
12/644534 | US | 12/22/2009 |
Identification documents and authentication of such documents
Carr, J. Scott |
|||
12/687687 | US | 01/14/2010 |
Digital watermarking video captured from airborne platforms
Rhoads, Geoffrey B. |
|||
12/689453 | US | 01/19/2010 |
Controlling use of audio or image content
Rhoads, Geoffrey B. |
|||
12/689465 | US | 01/19/2010 |
Connected audio content
Levy, Kenneth L. |
|||
12/692451 | US | 01/22/2010 |
Watermark synchronization signals conveying payload data
Sharma, Ravi K. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
12/692470 | US | 01/22/2010 |
Assessing quality of service using digital watermark information
Tian, Jun |
|||
12/711906 | US | 02/24/2010 |
Methods and apparatus to process imagery or audio content
Rhoads, Geoffrey B. |
|||
12/727838 | US | 03/19/2010 |
System for managing display and retrieval of image content on a network with image identification and linking to network content
Ramos, Daniel O. |
|||
12/750532 | US | 03/30/2010 |
Content identification and management in content distribution networks
Levy, Kenneth L. |
|||
12/755145 | US | 04/06/2010 |
Color image or video processing
Reed, Alastair M. |
|||
12/755149 | US | 04/06/2010 |
Color image or video processing
Reed, Alastair M. |
|||
12/755160 | US | 04/06/2010 |
Audio processing
Rhoads, Geoffrey B. |
|||
12/755167 | US | 04/06/2010 |
Steganographic encoding for video and images
Rhoads, Geoffrey B. |
|||
12/759311 | US | 04/13/2010 |
Methods for analyzing electronic media including video and audio
Rhoads, Geoffrey B. |
|||
12/761230 | US | 04/15/2010 |
Watermark systems and methods
Anglin, Hugh |
|||
12/762957 | US | 04/19/2010 |
Location-based arrangements employing mobile devices
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
12/763847 | US | 04/20/2010 |
Audio and video signal processing
Rhoads, Geoffrey B. |
|||
12/777524 | US | 05/11/2010 |
Wireless methods and devices employing plural-bit data derived from audio information
Rhoads, Geoffrey B. |
|||
12/787225 | US | 05/25/2010 |
Methods and systems for steganographic processing
Rhoads, Geoffrey B. |
|||
12/787235 | US | 05/25/2010 |
Digital authentication with analog documents
Rhoads, Geoffrey B. |
|||
12/814218 | US | 06/11/2010 |
Digital watermarking in data representing color channels
Reed, Alastair M. |
|||
12/820744 | US | 06/22/2010 |
Audio-based, location-related methods
Rhoads, Geoffrey B. |
|||
12/821956 | US | 06/23/2010 |
Method and apparatus for associating identifiers with content
Rhoads, Geoffrey B. |
|||
12/826525 | US | 06/29/2010 |
Routing networks for use with content linking systems
Hein, William C., Iii |
|||
12/831116 | US | 07/06/2010 |
Error processing of steganographic message signals
Rhoads, Geoffrey B. |
|||
12/835535 | US | 07/13/2010 |
Using embedded data with file sharing
Levy, Kenneth L. |
|||
12/835542 | US | 07/13/2010 |
Encoding and decoding media signals
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
12/839110 | US | 07/19/2010 |
Content objects with computer instructions steganographically encoded therein, and associated methods
Rhoads, Geoffrey B. |
|||
12/839907 | US | 07/20/2010 |
Wireless mobile phone methods
Rhoads, Geoffrey B |
|||
12/840073 | US | 07/20/2010 |
Steganographic encoding
Brundage, Trent J |
|||
12/844633 | US | 07/27/2010 |
Color laser engraving
Levy, Kenneth L. |
|||
12/844651 | US | 07/27/2010 |
Apparatus to analyze security features on objects
Reed, Alastair M. |
|||
12/849514 | US | 08/03/2010 |
Bi-directional image capture methods and apparatuses
Ellingson, Eric E. |
|||
12/849726 | US | 08/03/2010 |
Quantization-based data embedding in mapped data
Bradley, Brett A. |
|||
12/852253 | US | 08/03/2010 |
Methods and devices involving imagery and gestures
Rhoads, Geoffrey B. |
|||
12/853964 | US | 08/10/2010 |
Substituting or replacing components in sound based on steganographic encoding
Evans, Douglas B. |
|||
12/858240 | US | 08/17/2010 |
Printing media and methods employing digital watermarking
Rhoads, Geoffrey B. |
|||
12/858259 | US | 08/17/2010 |
Methods employing topical subject criteria in video processing
Davis, Bruce L. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
12/858351 | US | 08/17/2010 |
Variable message coding protocols for encoding auxiliary data in media signals
Sharma, Ravi K. |
|||
12/872989 | US | 08/31/2010 |
Methods for controlling rendering of images and video
Rhoads, Geoffrey B. |
|||
12/876920 | US | 09/07/2010 |
Methods and devices employing content identifiers
Rhoads, Geoffrey B. |
|||
11/082217 | US | 3/15/2005 |
Watermark payload encryption for media including multiple watermarks
Levy, Kenneth L. |
|||
11/152686 | US | 6/13/2005 |
Digital watermarking methods, programs and apparatus
Rodriguez; Tony F.; Stach; John; Reed; Alastair M. |
|||
12/562883 | US | 9/18/2009 |
Digital watermarking methods, programs and apparatus
Rodriguez; Tony F.; Stach; John; Reed; Alastair M. |
|||
11/740,140 | US | 4/25/2007 |
Methods and Systems Responsive to Features Sensed From Imagery or Other Data
Rhoads, Geoffrey B. |
|||
JP2010-158011 | JP | 6/13/2005 |
DIGITAL ASSET MANAGEMENT, TARGETED SEARCHING AND DESKTOP SEARCHING USING DIGITAL WATERMARKS
Rodriguez, Tony F. |
|||
HK9108777.3 | HK | 5/7/1996 |
METHOD OF EMBEDDING A MACHINE READABLE STEGANOGRAPHIC CODE IN A DOCUMENT
Rhoads, Geoffrey B. |
|||
EP10166581.8 | EP | 2/14/2001 |
WATERMARK ENCODER AND DECODER ENABLED SOFTWARE
Ramos, Daniel O |
|||
JP2010-049197 | JP | 3/5/2010 |
WATERMARK ENCODER AND DECODER ENABLED SOFTWARE
Ramos, Daniel O. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
SCHEDULE B
MEMORANDUM OF EXCLUSIVE LICENSE/RIGHTS
Digimarc Corporation, an Oregon corporation, having offices at 9405 SW Gemini Drive, Beaverton, OR 97008, ( Licensor ), has granted to IV Digital Multimedia Inventions LLC, a Delaware limited liability company, having an office at 2711 Centerville Road, Suite 400, Wilmington, DE 19808 ( Licensee ), the exclusive, worldwide, transferable, sublicensable license of all its rights of any kind conferred by the patents, patent applications, and provisional patent applications listed in the attached Appendix , including, without limitation, the rights of any kind to, or conferred by, the Patents (defined below) to (a) use or otherwise practice any art, methods, processes, and procedures covered by the Patents, (b) make, have made, use, offer to sell, sell, import, and otherwise distribute or dispose of any inventions, discoveries, products, services, technologies or services covered by the Patents, (c) otherwise exploit any rights granted in the Patents and/or any invention or discovery described in the Patents, and (d) exclude other Persons from exercising any of such rights.
The Patents include all right, title, and interest that exist today and may exist in the future in and to any and all of the provisional patent applications, patent applications and patents listed in the attached Appendix and any and all applications, patents, certificates, models, protections, grants, and/or issuances resulting from the rights granted in subsection (a) below.
Licensor has also assigned, transferred and conveyed to Licensee all right, title, and interest in and to:
(a) rights to apply in any or all countries of the world for patents, certificates of invention, utility models, industrial design protections, design patent protections, or other governmental grants or issuances of any type related to any of the Patents and the inventions and discoveries therein including the right to claim priority to any of the Patents (including, without limitation, continuation, division and continuation-in-part priority), with the resulting applications, patents, certificates, models, protections, grants, and/or issuances also being included under the definition of Patents;
(b) all causes of action and enforcement rights of any kind (whether such claims, causes of action or enforcement rights are known or unknown; currently pending, filed, to be filed, or otherwise) under the Patents and/or under or on account of any of the Patents for past, current and future infringement of the Patents, including without limitation, all rights to (i) pursue and collect damages, profits and awards of whatever nature recoverable, (ii) injunctive relief, (iii) other remedies, and (iv) compromise and/or settle all such claims, causes of action and enforcement rights, for such infringement by granting an infringing party a sublicense or otherwise; and
(c) rights to collect royalties or other payments under or on account of any of the Patents or any of the foregoing.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
The preparation, filing, prosecution, maintenance and defense of the Patents will be under Licensees exclusive control and discretion, in all pertinent governmental patent offices anywhere in the world.
Licensor hereby irrevocably grants Licensee the exclusive power to grant one or more powers of attorney with respect to the Patents and the exclusive discretion to transfer that right to Licensees agent(s) or representative(s) that Licensee may designate one or more time, now or in the future. Licensor understands that execution of this document confers on any attorney(s) or agent(s) to whom Licensee may grant a power of attorney the exclusive right to correspond with any patent office with repect to the Patents, and that this document does not create an attorney - client relationship with such practitioners to whom Licensee grants powers of attorney pursuant to this paragraph.
IN WITNESS WHEREOF this Memorandum of Exclusive License/Rights is executed at Beaverton, Oregon on October 5, 2010.
LICENSOR :
DIGIMARC CORPORATION |
||
By: |
|
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Robert Chamness Chief Legal Officer and Secretary |
STATE OF OREGON | ) | |||
) | ss. | |||
COUNTY OF WASHINGTON | ) |
ATTESTATION OF SIGNATURE PURSUANT TO 28 U.S.C. § 1746
The undersigned witnessed the signature of Robert Chamness to the above Assignment of Patent Rights on behalf of Digimarc Corporation and makes the following statements:
1. I am over the age of 18 and competent to testify as to the facts in this Attestation block if called upon to do so.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
2. Robert Chamness is personally known to me (or proved to me on the basis of satisfactory evidence) and appeared before me on October 5, 2010 to execute the above Assignment of Patent Rights on behalf of Digimarc Corporation.
3. Robert Chamness subscribed to the above Assignment of Patent Rights on behalf of Digimarc Corporation.
I declare under penalty of perjury under the laws of the United States of America that the statements made in the three (3) numbered paragraphs immediately above are true and correct.
EXECUTED on October 5, 2010 |
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Print Name: |
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S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
APPENDIX
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
5768426 | US | 10/21/1994 |
Graphics processing system employing embedded code signals
Rhoads, Geoffrey B. |
|||
5636292C1 | US | 05/08/1995 |
Steganography methods employing embedded calibration data
Rhoads, Geoffrey B. |
|||
5748763 | US | 05/08/1995 |
Image steganography system featuring perceptually adaptive and globally scalable signal embedding
Rhoads, Geoffrey B. |
|||
5850481C1 | US | 05/08/1995 |
Steganographic system
Rhoads, Geoffrey B. |
|||
5841978 | US | 07/27/1995 |
Network linking method using steganographically embedded data objects
Rhoads, Geoffrey B. |
|||
5745604 | US | 03/15/1996 |
Identification/authentication system using robust, distributed coding
Rhoads, Geoffrey B. |
|||
6122403 | US | 11/12/1996 |
Computer system linked by using information in data objects
Rhoads, Geoffrey B. |
|||
6026193 | US | 10/16/1997 |
Video steganography
Rhoads, Geoffrey B. |
|||
6122392C1 | US | 11/12/1997 |
Signal processing to hide plural-bit information in image, video, and audio data
Rhoads, Geoffrey B. |
|||
6324573 | US | 08/06/1998 |
Linking of computers using information steganographically embedded in data objects
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6229924 | US | 08/21/1998 |
Method and apparatus for watermarking video images
Rhoads, Geoffrey B. |
|||
6421070 | US | 10/01/1998 |
Smart images and image bookmarking for an internet browser
Ramos, Daniel O. |
|||
7171016 | US | 11/05/1998 |
Method for monitoring internet dissemination of image, video and/or audio files
Rhoads, Geoffrey B. |
|||
6681028 | US | 05/19/1999 |
Paper-based control of computer systems
Rodriguez, Tony F. |
|||
6404898 | US | 06/24/1999 |
Method and system for encoding image and audio content
Rhoads, Geoffrey B. |
|||
6496591 | US | 06/29/1999 |
Video copy-control with plural embedded signals
Rhoads, Geoffrey B. |
|||
6400827 | US | 06/29/1999 |
Methods for hiding in-band digital data in images and video
Rhoads, Geoffrey B. |
|||
6311214 | US | 06/29/1999 |
Linking of computers based on optical sensing of digital data
Rhoads, Geoffrey B. |
|||
6343138 | US | 06/29/1999 |
Security documents with hidden digital data
Rhoads, Geoffrey B. |
|||
6700990 | US | 09/29/1999 |
Digital watermark decoding method
Rhoads, Geoffrey B. |
|||
6879701 | US | 09/29/1999 |
Tile-based digital watermarking techniques
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6408331 | US | 09/29/1999 |
Computer linking methods using encoded graphics
Rhoads, Geoffrey B. |
|||
6307949 | US | 11/04/1999 |
Methods for optimizing watermark detection
Rhoads, Geoffrey B. |
|||
6539095 | US | 11/17/1999 |
Audio watermarking to convey auxiliary control information, and media embodying same
Rhoads, Geoffrey B. |
|||
6381341 | US | 11/17/1999 |
Watermark encoding method exploiting biases inherent in original signal
Rhoads, Geoffrey B. |
|||
6363159 | US | 11/17/1999 |
Consumer audio appliance responsive to watermark data
Rhoads, Geoffrey B. |
|||
6542618 | US | 11/17/1999 |
Methods for watermark decoding
Rhoads, Geoffrey B. |
|||
6587821 | US | 11/17/1999 |
Methods for decoding watermark data from audio, and controlling audio devices in accordance therewith
Rhoads, Geoffrey B. |
|||
6408082 | US | 11/30/1999 |
Watermark detection using a fourier mellin transform
Rhoads, Geoffrey B. |
|||
6286036 | US | 12/15/1999 |
Audio- and graphics-based linking to internet
Rhoads, Geoffrey B. |
|||
6560349 | US | 12/28/1999 |
Audio monitoring using steganographic information
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6813366 | US | 12/30/1999 |
Steganographic decoding with transform to spatial domain
Rhoads, Geoffrey B. |
|||
7562392 | US | 12/30/1999 |
Methods of interacting with audio and ambient music
Rhoads, Geoffrey B. |
|||
6330335 | US | 01/13/2000 |
Audio steganography
Rhoads, Geoffrey B. |
|||
6983051 | US | 01/18/2000 |
Methods for audio watermarking and decoding
Rhoads, Geoffrey B. |
|||
6574350 | US | 02/03/2000 |
Digital watermarking employing both frail and robust watermarks
Rhoads, Geoffrey B. |
|||
6289108 | US | 02/10/2000 |
Methods for detecting alteration of audio and images
Rhoads, Geoffrey B. |
|||
6614914 | US | 02/14/2000 |
Watermark embedder and reader
Rhoads, Geoffrey B. |
|||
6965682 | US | 02/15/2000 |
Data transmission by watermark proxy
Davis, Bruce L. |
|||
6449379 | US | 02/29/2000 |
Video steganography methods avoiding introduction of fixed pattern noise
Rhoads, Geoffrey B. |
|||
6266430 | US | 03/08/2000 |
Audio or video steganography
Rhoads, Geoffrey B. |
|||
6353672 | US | 03/08/2000 |
Steganography using dynamic codes
Rhoads, Geoffrey B. |
|||
6611607 | US | 03/15/2000 |
Integrating digital watermarks in multimedia content
Davis, Bruce L. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6516079 | US | 03/15/2000 |
Digital watermark screening and detecting strategies
Rhoads, Geoffrey B. |
|||
6988202 | US | 03/17/2000 |
Pre-filteriing to increase watermark signal-to-noise ratio
Rhoads, Geoffrey |
|||
09/538493 | US | 03/30/2000 |
Method for inserting and detecting watermarks in digital data
Rhoads, Geoffrey B. |
|||
6775392 | US | 04/06/2000 |
Computer system linked by using information in data objects
Rhoads, Geoffrey B. |
|||
6535617 | US | 04/19/2000 |
Removal of fixed pattern noise and other fixed patterns from media signals
Hannigan, Brett T. |
|||
6590996 | US | 04/19/2000 |
Color adaptive watermarking
Reed, Alastair M. |
|||
6553129 | US | 04/28/2000 |
Computer system linked by using information in data objects
Rhoads, Geoffrey |
|||
6567533 | US | 04/27/2000 |
Method and apparatus for discerning image distortion by reference to encoded marker signals
Rhoads, Geoffrey B. |
|||
6505160 | US | 05/02/2000 |
Connected audio and other media objects
Levy, Kenneth L. |
|||
6424725 | US | 05/08/2000 |
Determining transformations of media signals with embedded code signals
Rhoads, Geoffrey B. |
|||
6947571 | US | 05/15/2000 |
Cell phones with optical capabilities, and related applications
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
6522769 | US | 05/18/2000 |
Reconfiguring a watermark detector
Rhoads, Geoffrey B. |
|||
09/574726 | US | 05/18/2000 |
Method and systems employing digital watermarking in music and other media
Rhoads, Geoffrey B. |
|||
6944298 | US | 05/31/2000 |
Steganographic encoding and decoding of auxiliary codes in media signals
Rhoads, Geoffrey B. |
|||
6411725 | US | 06/20/2000 |
Watermark enabled video objects
Rhoads, Geoffrey B. |
|||
6681029 | US | 07/06/2000 |
Decoding steganographic messages embedded in media signals
Rhoads, Geoffrey B. |
|||
6535618 | US | 07/17/2000 |
Image capture device with steganographic data embedding
Rhoads, Geoffrey B. |
|||
6385329 | US | 07/19/2000 |
Wavelet domain watermarks
Sharma, Ravi K. |
|||
6542620 | US | 07/27/2000 |
Signal processing to hide plural-bit information in image, video, and audio data
Rhoads, Geoffrey B. |
|||
6522770 | US | 08/01/2000 |
Management of documents and other objects using optical devices
Seder, Phillip Andrew |
|||
6647128 | US | 09/07/2000 |
Method for monitoring internet dissemination of image, video, and/or audio files
Rhoads, Geoffrey B. |
|||
7003731 | US | 10/17/2000 |
User control and activation of watermark enabled objects
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
09/697009 | US | 10/25/2000 |
Digitally marked objects and promotional methods
Davis, Bruce L. |
|||
7261612 | US | 11/08/2000 |
Methods and systems for read-aloud books
Hannigan, Brett T. |
|||
6442285 | US | 12/08/2000 |
Controlling operation of a device using a re-configurable watermark detector
Rhoads, Geoffrey B. |
|||
6757406 | US | 01/10/2001 |
Steganographic image processing
Rhoads, Geoffrey B. |
|||
6567535 | US | 01/10/2001 |
Steganographic system with changing operations
Rhoads, Geoffrey B. |
|||
6430302 | US | 01/10/2001 |
Steganographically encoding a first image in accordance with a second image
Rhoads, Geoffrey B. |
|||
7224995 | US | 01/10/2001 |
Data entry method and system
Rhoads, Geoffrey B. |
|||
6760463 | US | 01/17/2001 |
Watermarking methods and media
Rhoads, Geoffrey B. |
|||
6829368 | US | 01/24/2001 |
Establishing and interacting with on-line media collections using identifiers in media signals
Meyer, Joel R. |
|||
6798894 | US | 02/06/2001 |
Method and apparatus for watermarking video images
Rhoads, Geoffrey B. |
|||
6580808 | US | 02/27/2001 |
Method and apparatus for discerning image distortion by reference to encoded marker signals
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
7061510 | US | 03/05/2001 |
Geo-referencing of aerial imagery using embedded image identifiers and cross-referenced data sets
Rhoads, Geoffrey B. |
|||
7051086 | US | 03/09/2001 |
Method of linking on-line data to printed documents
Rhoads, Geoffrey B. |
|||
7209571 | US | 04/20/2001 |
Authenticating metadata and embedding metadata in watermarks of media signals
Davis, Bruce L. |
|||
6590997 | US | 04/24/2001 |
Files and methods employing common information in both header and steganographic embedding
Rhoads, Geoffrey B. |
|||
7024016 | US | 04/24/2001 |
Digital watermarking apparatus and methods
Rhoads, Geoffrey B. |
|||
7185201 | US | 05/14/2001 |
Content identifiers triggering corresponding responses
Rhoads, Geoffrey B. |
|||
6675146 | US | 05/31/2001 |
Audio steganography
Rhoads, Geoffrey B. |
|||
7302574 | US | 06/21/2001 |
Content identifiers triggering corresponding responses through collaborative processing
Conwell, William Y. |
|||
6542927 | US | 06/29/2001 |
Linking of computers based on steganographically embedded digital data
Rhoads, Geoffrey B. |
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6560350 | US | 06/29/2001 |
Methods for detecting alteration of audio
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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6721440 | US | 07/02/2001 |
Low visibility watermarks using an out-of-phase color
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6959386 | US | 07/25/2001 |
Hiding encrypted messages in information carriers
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Network linking method using information embedded in data objects that have inherent noise
Rhoads, Geoffrey B. |
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6763123 | US | 08/20/2001 |
Detection of out-of-phase low visibility watermarks
Reed, Alastair M. |
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7058697 | US | 08/28/2001 |
Internet linking from image content
Rhoads, Geoffrey B. |
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6718046 | US | 08/31/2001 |
Low visibility watermark using time decay fluorescence
Reed, Alastair M. |
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6654887 | US | 09/25/2001 |
Steganography decoding methods employing error information
Rhoads, Geoffrey B. |
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Geographically watermarked imagery and methods
Rhoads, Geoffrey B. |
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Watermarking enhanced to withstand anticipated corruptions
Rhoads, Geoffrey B. |
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7042470 | US | 10/23/2001 |
Using embedded steganographic identifiers in segmented areas of geographic images and characteristics corresponding to imagery data derived from aerial platforms
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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6920232 | US | 10/22/2001 |
Watermark encoding using arbitrary features
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7050603 | US | 12/13/2001 |
Watermark encoded video, and related methods
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7289643 | US | 12/19/2001 |
Method, apparatus and programs for generating and utilizing content signatures
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6519352 | US | 01/23/2002 |
Encoding and decoding in accordance with steganographically-conveyed data
Rhoads, Geoffrey B. |
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7437430 | US | 03/06/2002 |
Network linking using index modulated on data
Rhoads, Geoffrey B. |
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6654480 | US | 03/25/2002 |
Audio appliance and monitoring device responsive to watermark data
Rhoads, Geoffrey B. |
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7054462 | US | 03/28/2002 |
Inferring object status based on detected watermark data
Rhoads, Geoffrey B. |
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Distributed system for responding to watermarked documents
Hein, William |
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6804376 | US | 03/28/2002 |
Equipment employing watermark-based authentication function
Rhoads, Geoffrey B. |
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7054463 | US | 03/28/2002 |
Data encoding using frail watermarks
Rhoads, Geoffrey B. |
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6850626 | US | 03/28/2002 |
Methods employing multiple watermarks
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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7095871 | US | 04/05/2002 |
Digital asset management and linking media signals with related data using watermarks
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6917724 | US | 04/08/2002 |
Methods for opening file on computer via optical sensing
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6694042 | US | 04/08/2002 |
Methods for determining contents of media
Seder, Phillip Andrew |
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6694043 | US | 04/08/2002 |
Method of monitoring print data for text associated with a hyperlink
Seder, Phillip Andrew |
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7653210 | US | 04/08/2002 |
Method for monitoring internet dissemination of image, video, and/or audio files
Rhoads, Geoffrey B. |
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6567780 | US | 04/09/2002 |
Audio with hidden in-band digital data
Rhoads, Geoffrey B. |
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6647129 | US | 05/08/2002 |
Method and system for encoding image and audio content
Rhoads, Geoffrey B. |
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7171018 | US | 05/15/2002 |
Portable devices and methods employing digital watermarking
Rhoads, Geoffrey B. |
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7711564 | US | 06/27/2002 |
Connected audio and other media objects
Levy, Kenneth L. |
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6647130 | US | 07/03/2002 |
Printable interfaces and digital linking with embedded codes
Rhoads, Geoffrey B. |
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6704869 | US | 07/22/2002 |
Extracting digital watermarks using logarithmic sampling and symmetrical attributes
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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6700995 | US | 07/30/2002 |
Applying digital watermarks using dot gain correction
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6778682 | US | 07/31/2002 |
Redundantly embedding auxiliary data in source signals
Rhoads, Geoffrey B. |
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6718047 | US | 08/07/2002 |
Watermark embedder and reader
Rhoads, Geoffrey B. |
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6993152 | US | 08/12/2002 |
Hiding geo-location data through arrangement of objects
Patterson, Philip R. |
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7113614 | US | 09/17/2002 |
Embedding auxiliary signals with multiple components into media signals
Rhoads, Geoffrey B. |
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7054465 | US | 10/16/2002 |
Data hiding method and system for embedding and extracting information in signals
Rhoads, Geoffrey B. |
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7224819 | US | 10/21/2002 |
Integrating digital watermarks in multimedia content
Levy, Kenneth L. |
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Digital watermarking systems and methods
Miller, Marc D. |
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6768808 | US | 12/09/2002 |
Encoding and decoding methods in which decryption data is conveyed steganographically within audio or visual content
Rhoads, Geoffrey B. |
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7319775 | US | 07/12/2001 |
Wavelet domain watermarks
Sharma, Ravi K. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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7158654 | US | 01/02/2003 |
Image processor and image processing method
Rhoads, Geoffrey B. |
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Connected audio and other media objects
Levy, Kenneth L. |
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Connected audio and other media objects
Levy, Kenneth L. |
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6744907 | US | 02/04/2003 |
Image capture methods and devices employing steganographic processing
Rhoads, Geoffrey B. |
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6768809 | US | 02/04/2003 |
Digital watermark screening and detection strategies
Rhoads, Geoffrey B. |
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7308110 | US | 02/26/2003 |
Methods for marking images
Rhoads, Geoffrey B. |
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7499564 | US | 03/05/2003 |
Methods for decoding watermark data from audio, and controlling audio devices in accordance therewith
Rhoads, Geoffrey B. |
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7181022 | US | 03/25/2003 |
Audio watermarking to convey auxiliary information, and media embodying same
Rhoads, Geoffrey B. |
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7003132 | US | 04/01/2003 |
Embedding hidden auxiliary code signals in media
Rhoads, Geoffrey B. |
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7340076 | US | 04/16/2003 |
Digital watermarks for unmanned vehicle navigation
Stach, John |
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7391880 | US | 07/03/2003 |
Color adaptive watermarking
Reed, Alastair M. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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6987862 | US | 07/11/2003 |
Video steganography
Rhoads, Geoffrey B. |
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6975746 | US | 08/25/2003 |
Integrating digital watermarks in multimedia content
Davis, Bruce L. |
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10/658808 | US | 09/08/2003 |
Method for increasing the functionality of a media player/recorder device or an application program
Rhoads, Geoffrey B. |
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6882738 | US | 10/23/2003 |
Methods and tangible objects employing textured machine readable data
Davis, Bruce L. |
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10/764430 | US | 01/23/2004 |
Paper products and physical objects as means to access and control a computer or to navigate over or act as a portal on a network
Rhoads, Geoffrey B. |
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RE40919 | US | 01/27/2004 |
Methods for surveying dissemination of proprietary empirical data
Inventor: Geoffrey B. Rhoads |
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7099492 | US | 02/13/2004 |
Method of steganographically embedding geo-location data in media
Rhoads, Geoffrey B. |
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10/792400 | US | 03/02/2004 |
Printer driver separately applying watermark and information
Rhoads, Geoffrey B. |
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10/797617 | US | 03/09/2004 |
Image processing using embedded registration data to determine and compensate for geometric transformation
Rhoads, Geoffrey B. |
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6996252 | US | 04/05/2004 |
Low visibility watermark using time decay fluorescence
Reed, Alastair M. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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7062069 | US | 04/06/2004 |
Digital watermark embedding and decoding using encryption keys
Rhoads, Geoffrey B. |
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7035427 | US | 04/09/2004 |
Method and system for managing, accessing and paying for the use of copyrighted electronic media
Rhoads, Geoffrey B. |
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7027614 | US | 04/12/2004 |
Hiding information to reduce or offset perceptible artifacts
Reed, Alastair M. |
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7505605 | US | 04/13/2004 |
Portable devices and methods employing digital watermarking
Rhoads, Geoffrey B. |
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10/836094 | US | 04/29/2004 |
Fragile and emerging digital watermarks
Reed, Alastair M. |
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7436976 | US | 05/11/2004 |
Digital watermarking systems and methods
Levy, Kenneth L. |
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7184570 | US | 05/27/2004 |
Methods and systems for steganographic processing
Rhoads, Geoffrey B. |
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7139408 | US | 09/28/2004 |
Transform domain watermarking of image signals
Rhoads, Geoffrey B. |
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7537170 | US | 11/15/2004 |
Machine-readable security features for printed objects
Reed, Alastair M. |
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7593576 | US | 12/03/2004 |
Systems and methods of managing audio and other media
Meyer, Joel R. |
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7515733 | US | 01/19/2005 |
Methods and arrangements employing digital content items
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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7685426 | US | 02/02/2005 |
Managing and indexing content on a network with image bookmarks and digital watermarks
Ramos, Daniel O. |
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7164780 | US | 02/17/2005 |
Digital watermarking apparatus and methods
Brundage, Trent J. |
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7177443 | US | 02/17/2005 |
Method and apparatus for associating identifiers with content
Rhoads, Geoffrey B. |
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7076084 | US | 04/13/2005 |
Methods and objects employing machine readable data
Davis, Bruce L. |
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7321667 | US | 05/11/2005 |
Data hiding through arrangement of objects
Stach, John |
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7174031 | US | 05/17/2005 |
Methods for using wireless phones having optical capabilities
Rhoads, Geoffrey B. |
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7184572 | US | 06/03/2005 |
Using steganographic encoded information with maps
Rhoads, Geoffrey B. |
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7738673 | US | 06/14/2005 |
Low visible digital watermarks
Reed, Alastair M. |
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7248717 | US | 07/27/2005 |
Securing media content with steganographic encoding
Rhoads, Geoffrey B. |
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11/198892 | US | 08/04/2005 |
Associating data with images in imaging systems
Rhoads, Geoffrey B. |
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11/226847 | US | 09/13/2005 |
Steganographic encoding and decoding of auxiliary codes in media signals
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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11/231553 | US | 09/20/2005 |
Background watermark processing
Rhoads, Geoffrey B. |
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7502489 | US | 09/27/2005 |
Geographically watermarked imagery and methods
Rhoads, Geoffrey B. |
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7567686 | US | 10/25/2005 |
Hiding and detecting messages in media signals
Rhoads, Geoffrey B. |
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7461136 | US | 11/02/2005 |
Internet linking from audio and image content
Rhoads, Geoffrey B. |
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7545951 | US | 11/14/2005 |
Data transmission by watermark or derived identifier proxy
Davis, Bruce L. |
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7444392 | US | 11/23/2005 |
Registering with computer systems
Rhoads, Geoffrey B. |
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7643649 | US | 12/13/2005 |
Integrating digital watermarks in multimedia content
Davis, Bruce L. |
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7657058 | US | 12/13/2005 |
Watermark orientation signals conveying payload data
Sharma, Ravi K. |
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7577273 | US | 12/22/2005 |
Steganographically encoded video, deriving or calculating identifiers from video, and related methods
Rhoads, Geoffrey B. |
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7242790 | US | 12/22/2005 |
Video steganography
Rhoads, Geoffrey B. |
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7536555 | US | 01/03/2006 |
Methods for audio watermarking and decoding
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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7587602 | US | 01/11/2006 |
Methods and devices responsive to ambient audio
Rhoads, Geoffrey B. |
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7424132 | US | 02/21/2006 |
Embedding hidden auxiliary code signals in media
Rhoads, Geoffrey B. |
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7454035 | US | 02/24/2006 |
Digital watermarking systems and methods
Miller, Marc D. |
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7313251 | US | 04/25/2006 |
Method and system for managing and controlling electronic media
Rhoads, Geoffrey B. |
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11/382453 | US | 05/09/2006 |
Embedding geo-location information in media
Rhoads, Geoffrey B. |
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11/382850 | US | 05/11/2006 |
Digital media methods
Rhoads, Geoffrey B. |
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11/382855 | US | 05/11/2006 |
Content protection arrangements
Rhoads, Geoffrey B. |
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7266217 | US | 05/30/2006 |
Multiple watermarks in content
Rhoads, Geoffrey B. |
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7369678 | US | 06/13/2006 |
Digital watermark and steganographic decoding
Rhoads, Geoffrey B. |
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7305117 | US | 07/11/2006 |
Methods and tangible objects employing machine readable data
Davis, Bruce L. |
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11/458639 | US | 07/19/2006 |
Methods for inserting and detecting watermarks in digital data
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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7650008 | US | 08/17/2006 |
Digital watermarking compressed video captured from aerial sensors
Rhoads, Geoffrey B. |
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7372976 | US | 08/22/2006 |
Content indexing and searching using content identifiers and associated metadata
Rhoads, Geoffrey B. |
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11/536487 | US | 09/28/2006 |
Methods, apparatus and programs for generating and utilizing content signatures
Brunk, Hugh L. |
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11/538368 | US | 10/03/2006 |
Providing travel-logs based on hidden geo-location metadata
Rhoads, Geoffrey B. |
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11/562357 | US | 11/21/2006 |
Watermarking compressed data
Rhoads, Geoffrey B. |
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11/613876 | US | 12/20/2006 |
Methods, apparatus and programs for generating and utilizing content signatures
Brunk, Hugh L. |
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11/619123 | US | 01/02/2007 |
Methods, systems, and sub-combinations useful in media identification
Rhoads, Geoffrey B. |
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11/620993 | US | 01/08/2007 |
Visual content-based internet search methods and sub-combinations
Rhoads, Geoffrey B. |
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11/620999 | US | 01/08/2007 |
Audio-based internet search methods and sub-combinations
Rhoads, Geoffrey B. |
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7313253 | US | 01/10/2007 |
Methods and tangible objects employing machine readable data in photo-reactive materials
Davis, Bruce L. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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7330564 | US | 01/11/2007 |
Digital watermarking apparatus and methods
Brundage, Trent J. |
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7486799 | US | 01/30/2007 |
Methods for monitoring audio and images on the internet
Rhoads, Geoffrey B. |
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7466840 | US | 01/30/2007 |
Soft error decoding of steganographic data
Rhoads, Geoffrey B. |
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7702511 | US | 02/02/2007 |
Watermarking to convey auxiliary information, and media embodying same
Rhoads, Geoffrey B. |
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7406214 | US | 02/05/2007 |
Methods and devices employing optical sensors and/or steganography
Rhoads, Geoffrey B. |
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11/671848 | US | 02/06/2007 |
Methods and devices employing content identifiers
Rhoads, Geoffrey B. |
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7792325 | US | 02/06/2007 |
Methods and devices employing content identifiers
Rhoads, Geoffrey B. |
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7359528 | US | 02/07/2007 |
Monitoring of video or audio based on in-band and out-of-band data
Rhoads, Geoffrey B. |
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7433491 | US | 02/12/2007 |
Method and apparatus for associating identifiers with content
Rhoads, Geoffrey B. |
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11/676942 |
US |
02/20/2007 |
Audio encoding to convey auxiliary information, and media embodying same
Rhoads, Geoffrey B. |
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7724919 |
US |
02/23/2007 |
Methods and systems for steganographic processing
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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11/738973 | US | 04/23/2007 |
Fingerprinting of media signals
Rhoads, Geoffrey B. |
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11/739614 | US | 04/24/2007 |
Authenticating metadata and embedding metadata in watermarks of media signals
Rhoads, Geoffrey B. |
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11/746804 | US | 05/10/2007 |
Methods and systems employing digital content
Rhoads, Geoffrey B. |
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7565294 | US | 05/10/2007 |
Methods and systems employing digital content
Rhoads, Geoffrey B. |
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7676059 | US | 05/22/2007 |
Video steganography or encoding
Rhoads, Geoffrey B. |
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11/754126 | US | 05/25/2007 |
Gestural techniques with wireless mobile phone devices
Rhoads, Geoffrey B. |
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7460726 | US | 05/29/2007 |
Integrating steganographic encoding in multimedia content
Levy, Kenneth L. |
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7536034 | US | 05/31/2007 |
Gestural use of wireless mobile phone devices to signal to remote systems
Rhoads, Geoffrey B. |
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7760905 | US | 05/31/2007 |
Wireless mobile phone with content processing
Rhoads, Geoffrey B. |
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7415129 | US | 07/10/2007 |
Providing reports associated with video and audio content
Rhoads, Geoffrey B. |
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7444000 | US | 07/23/2007 |
Content identification, and securing media content with steganographic encoding
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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11/847231 | US | 08/29/2007 |
Machine-readable features for objects
Rodriguez, Tony F. |
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11/874054 | US | 10/17/2007 |
Associating objects with corresponding behaviors
Rhoads, Geoffrey B. |
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7787653 | US | 10/22/2007 |
Methods for controlling rendering of images and video
Rhoads, Geoffrey B. |
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7545952 | US | 10/23/2007 |
Image or video display devices
Brundage, Trent J. |
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11/877832 | US | 10/24/2007 |
Content protection arrangements
Rhoads, Geoffrey B. |
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11/925261 | US | 10/26/2007 |
Audio encoding to convey auxiliary information, and media embodying same
Rhoads, Geoffrey B. |
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11/925303 | US | 10/26/2007 |
Steganographic encoding and detecting for video signals
Rhoads, Geoffrey B. |
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7548643 | US | 10/26/2007 |
Methods, objects and apparatus employing machine readable data
Davis, Bruce L. |
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7590259 | US | 10/29/2007 |
Deriving attributes from images, audio or video to obtain metadata
Levy, Kenneth L. |
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7805500 | US | 10/31/2007 |
Network linking methods and apparatus
Rhoads, Geoffrey B. |
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11/932839 | US | 10/31/2007 |
Connected audio and other media objects
Levy, Kenneth L. |
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11/945859 | US | 11/27/2007 |
Content identifiers
Conwell, William Y. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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7697719 | US | 12/20/2007 |
Methods for analyzing electronic media including video and audio
Rhoads, Geoffrey B. |
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7711143 | US | 12/11/2007 |
Methods for marking images
Rhoads, Geoffrey B. |
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12/014690 | US | 01/15/2008 |
Wavelet domain watermarks
Sharma, Ravi K. |
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7532741 | US | 01/22/2008 |
Data hiding in media
Stach, John |
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12/103513 | US | 04/15/2008 |
Apparatus and methods to process video or audio
Rhoads, Geoffrey B. |
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7756290 | US | 05/06/2008 |
Detecting embedded signals in media content using coincidence metrics
Rhoads, Geoffrey B. |
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7650009 | US | 05/07/2008 |
Controlling use of audio or image content
Rhoads, Geoffrey B. |
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12/120150 | US | 05/13/2008 |
Content indexing and searching using content identifiers and associated metadata
Rhoads, Geoffrey B. |
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12/143389 | US | 06/20/2008 |
Digital media methods
Rhoads, Geoffrey B. |
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7693300 | US | 06/24/2008 |
Color image or video processing
Reed, Alastair M. |
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7606390 | US | 08/14/2008 |
Processing data representing video and audio and methods and apparatus related thereto
Rhoads, Geoffrey B. |
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7672477 | US | 09/09/2008 |
Detecting hidden auxiliary code signals in media
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
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7747038 | US | 10/07/2008 |
Method and apparatus for associating identifiers with content
Rhoads, Geoffrey B. |
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7693965 | US | 10/14/2008 |
Analyzing audio, including analyzing streaming audio signals
Rhoads, Geoffrey B. |
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12/251362 | US | 10/14/2008 |
Digital watermarking systems and methods
Levy, Kenneth L. |
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7564992 | US | 10/24/2008 |
Content identification through deriving identifiers from video, images and audio
Rhoads, Geoffrey B. |
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12/259890 | US | 10/28/2008 |
Image sensors worn or attached on humans for imagery identification
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CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
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Digital watermarking methods, systems and apparatus
Rodriguez, Tony F. |
|||
7616777 | US | 02/07/2007 |
Digital watermarking methods, systems and apparatus
Rodriguez, Tony F. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
12/564754 | US | 09/22/2009 |
Watermarking methods, systems and apparatus
Inventors: Tony F. Rodriguez |
|||
11/082179 | US | 03/15/2005 |
Watermark payload encryption methods and systems
Sharma, Ravi K. |
|||
11/084689 | US | 03/17/2005 |
Digital watermarking for workflow
Levy, Kenneth L. |
|||
7370190 | US | 04/06/2005 |
Data processing systems and methods with enhanced bios functionality
Calhoon, Sean |
|||
12/115341 | US | 05/05/2008 |
Data processing systems and methods
Calhoon, Sean |
|||
6899475 | US | 01/30/2002 |
Watermarking a page description language file
Walton, Scott E |
|||
11/142827 | US | 05/31/2005 |
Watermarking a page description language file
Walton, Scott E |
|||
7450734 | US | 06/13/2005 |
Digital asset management, targeted searching and desktop searching using digital watermarks
Rodriguez, Tony F. |
|||
11/152685 | US | 06/13/2005 |
Metadata management and generation using digital watermarks
Rodriguez |
|||
12/211620 | US | 09/16/2008 |
Internet and database searching with handheld devices
Rodriguez, Tony F. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
JP2007-518107 | JP | 06/13/2005 |
Digital asset management, targeted searching and desktop searching using digital watermarks
Rodriguez, Tony F. |
|||
6952485 | US | 09/11/2000 |
Watermark encoding and decoding in imaging devices and imaging device interfaces
Davidson, Clayton L. |
|||
7657057 | US | 10/04/2005 |
Watermark encoding and decoding
Davidson, Clayton L. |
|||
12/698651 | US | 02/02/2010 |
Watermark decoding from streaming media
Davidson, Clayton L. |
|||
11/244907 | US | 10/05/2005 |
Linking from paper invoices and statements to on-line resources
Brundage, Trent J. |
|||
6970886 | US | 05/25/2000 |
Consumer driven methods for associating content indentifiers with related web addresses
Conwell, William Y. |
|||
11/286134 | US | 11/23/2005 |
Consumer driven methods for associating content identifiers with related web addresses
Conwell, William Y. |
|||
7043048 | US | 06/01/2000 |
Capturing and encoding unique user attributes in media signals
Ellingson, Eric E. |
|||
7769208 | US | 05/08/2006 |
Capturing and encoding unique user attributes in media signals
Ellingson, Eric E. |
|||
7072487 | US | 01/26/2001 |
Watermark detection using adaptive color projections
Reed, Allister |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
11/427265 | US | 06/28/2006 |
Digital watermark detection using predetermined color projections
Reed, Allister |
|||
7249257 | US | 04/10/2001 |
Digitally watermarked maps and signs and related navigational tools
Brundage, Trent J. |
|||
11/537965 | US | 10/02/2006 |
Digital watermarked imagery, video, maps and signs
Brundage, Trent |
|||
7506169 | US | 07/23/2007 |
Digital watermarking maps and signs, and related navigational tools
Brundage, Trent J. |
|||
12/405937 | US | 03/17/2009 |
Handheld devices and methods for extracting data
Brundage,Trent |
|||
7194106 | US | 04/03/2003 |
Creating electronic forms through digital watermarking
Brundage, Trent J. |
|||
7738658 | US | 03/20/2007 |
Electronic forms including digital watermarking
Brundage, Trent J. |
|||
12/814138 | US | 06/11/2010 |
Electronic forms using indicia, sometimes hidden indicia
Brundage, Trent J. |
|||
7218751 | US | 06/29/2001 |
Generating super resolution digital images
Reed, Alastair M. |
|||
11/748851 | US | 05/15/2007 |
Methods for generating enhanced digital images
Reed, Alastair M. |
|||
7346184 | US | 05/02/2000 |
Processing methods combining multiple frames of image data
Carr, J. Scott |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
12/050000 | US | 03/17/2008 |
Methods combining multiple frames of image data
Carr, J. Scott |
|||
7508944 | US | 06/02/2000 |
Using classification techniques in digital watermarking
Brunk, Hugh L. |
|||
12/408529 | US | 03/20/2009 |
Using classification techniques in digital watermarking
Brunk, Hugh L. |
|||
7657064 | US | 09/26/2000 |
Methods of processing text found in images
Conwell, William Y. |
|||
12/691608 | US | 01/21/2010 |
Method and systems for processing text found in images
Conwell, William Y. |
|||
CA2502232 | CA | 10/14/2003 |
Identification document and related methods
Brundage, Trent J. |
|||
EP03779118.3 | EP | 10/14/2003 |
Identification document and related methods
Brundage, Trent J. |
|||
HK06100621.1 | HK | 10/14/2003 |
Identification document and related methods
Brundage, Trent J. |
|||
EP01942456.3 | EP | 01/11/2001 |
Authenticating metadata and embedding metadata in watermarks of media signals
Davis, Bruce L. |
|||
JP2001-552328 | JP | 01/11/2001 |
Authenticating metadata and embedding metadata in watermarks of media signals
Davis, Bruce L. |
|||
KR10-0865247 | KR | 01/11/2001 |
Authenticating metadata and embedding metadata in watermarks of media signals
Davis, Bruce L. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
7392392 | US | 12/13/2001 |
Forensic digital watermarking with variable orientation and protocols
Levy, Kenneth L. |
|||
EP02797258.7 | EP | 12/09/2002 |
Forensic digital watermarking with variable orientation and protocols
Levy, Kenneth L. |
|||
JP2003-553418 | JP | 12/09/2002 |
Forensic digital watermarking with variable orientation and protocols
Levy, Kenneth L. |
|||
EP03790079.2 | EP | 11/26/2003 |
Systems and methods for authentication of print media
Rodriguez, Tony F. |
|||
JP4510643 | JP | 11/26/2003 |
Systems and methods for authentication of print media
Rodriguez, Tony F. |
|||
EP05722787.8 | EP | 02/03/2005 |
Digital watermarking image signals on-chip and photographic travel logs through digital watermarking
Rodriguez, Tony F. |
|||
JP2006-552319 | JP | 02/03/2005 |
Digital watermarking image signals on-chip and photographic travel logs through digital watermarking
Rodriguez, Tony F. |
|||
EP05729199.9 | EP | 03/18/2005 |
Watermark payload encryption methods and systems
Sharma, Ravi K. |
|||
6735324 | US | 07/31/2000 |
Digital watermarks and trading cards
Mckinley, Tyler J. |
|||
6961442 | US | 03/09/2001 |
Watermarking a carrier on which an image will be placed or projected
Hannigan, Brett T. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
5710834 | US | 05/08/1995 |
Method and apparatus responsive to a code signal conveyed through a graphic image
Rhoads, Geoffrey B. |
|||
5748783 | US | 05/08/1995 |
Method and apparatus for robust information coding
Rhoads, Geoffrey B. |
|||
6959098 | US | 11/30/1999 |
Method and system for determining image transformation
Alattar, Adnan M. |
|||
7010144 | US | 01/13/2000 |
Associating data with images in imaging systems
Davis, Bruce L. |
|||
7143949 | US | 04/05/2000 |
Internet-linking scanner
Hannigan, Brett T. |
|||
7191156 | US | 05/01/2000 |
Digital watermarking systems
Seder, Phillip Andrew |
|||
09/562517 | US | 05/01/2000 |
Audio and video content-based methods
Davis, Bruce L. |
|||
7689532 | US | 07/20/2000 |
Using embedded data with file sharing
Levy, Kenneth L. |
|||
09/697015 | US | 10/25/2000 |
Access control system and methods
Davis, Bruce L. |
|||
6513717 | US | 12/07/2000 |
Integrated cursor control and scanner device
Hannigan, Brett T. |
|||
7068809 | US | 08/27/2001 |
Segmentation in digital watermarking
Stach, John |
|||
6975745 | US | 10/25/2001 |
Synchronizing watermark detectors in geometrically distorted signals
Bradley, Brett A. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
10/086180 | US | 02/25/2002 |
Distribution and use of trusted photos
Davis, Bruce L. |
|||
6987861 | US | 03/19/2002 |
Security arrangements for printed documents
Rhoads, Geoffrey B. |
|||
7072490 | US | 11/22/2002 |
Symmetry watermark
Stach, John |
|||
11/875551 | US | 10/19/2007 |
Wireless methods and devices employing steganography
Rhoads, Geoffrey B. |
|||
12/244531 | US | 10/02/2008 |
Methods and systems for user-association of visual stimuli with corresponding responses
Rhoads, Geoffrey B. |
|||
12/543414 | US | 08/18/2009 |
Watermark placement in watermarking of time varying media signals
Celik, Mehmet U. |
|||
12/555618 | US | 09/08/2009 |
Processing audio or video content with multiple watermark layers
Levy, Kenneth L. |
|||
12/644534 | US | 12/22/2009 |
Identification documents and authentication of such documents
Carr, J. Scott |
|||
12/687687 | US | 01/14/2010 |
Digital watermarking video captured from airborne platforms
Rhoads, Geoffrey B. |
|||
12/689453 | US | 01/19/2010 |
Controlling use of audio or image content
Rhoads, Geoffrey B. |
|||
12/689465 | US | 01/19/2010 |
Connected audio content
Levy, Kenneth L. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
12/692451 | US | 01/22/2010 |
Watermark synchronization signals conveying payload dataS
harma, Ravi K. |
|||
12/692470 | US | 01/22/2010 |
Assessing quality of service using digital watermark information
Tian, Jun |
|||
12/711906 | US | 02/24/2010 |
Methods and apparatus to process imagery or audio content
Rhoads, Geoffrey B. |
|||
12/727838 | US | 03/19/2010 |
System for managing display and retrieval of image content on a network with image identification and linking to network content
Ramos, Daniel O. |
|||
12/750532 | US | 03/30/2010 |
Content identification and management in content distribution networks
Levy, Kenneth L. |
|||
12/755145 | US | 04/06/2010 |
Color image or video processing
Reed, Alastair M. |
|||
12/755149 | US | 04/06/2010 |
Color image or video processing
Reed, Alastair M. |
|||
12/755160 | US | 04/06/2010 |
Audio processing
Rhoads, Geoffrey B. |
|||
12/755167 | US | 04/06/2010 |
Steganographic encoding for video and images
Rhoads, Geoffrey B. |
|||
12/759311 | US | 04/13/2010 |
Methods for analyzing electronic media including video and audio
Rhoads, Geoffrey B. |
|||
12/761230 | US | 04/15/2010 |
Watermark systems and methods
Anglin, Hugh |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
12/762957 | US | 04/19/2010 |
Location-based arrangements employing mobile devices
Rhoads, Geoffrey B. |
|||
12/763847 | US | 04/20/2010 |
Audio and video signal processing
Rhoads, Geoffrey B. |
|||
12/777524 | US | 05/11/2010 |
Wireless methods and devices employing plural-bit data derived from audio information
Rhoads, Geoffrey B. |
|||
12/787225 | US | 05/25/2010 |
Methods and systems for steganographic processing
Rhoads, Geoffrey B. |
|||
12/787235 | US | 05/25/2010 |
Digital authentication with analog documents
Rhoads, Geoffrey B. |
|||
12/814218 | US | 06/11/2010 |
Digital watermarking in data representing color channels
Reed, Alastair M. |
|||
12/820744 | US | 06/22/2010 |
Audio-based, location-related methods
Rhoads, Geoffrey B. |
|||
12/821956 | US | 06/23/2010 |
Method and apparatus for associating identifiers with content
Rhoads, Geoffrey B. |
|||
12/826525 | US | 06/29/2010 |
Routing networks for use with content linking systems
Hein, William C., Iii |
|||
12/831116 | US | 07/06/2010 |
Error processing of steganographic message signals
Rhoads, Geoffrey B. |
|||
12/835535 | US | 07/13/2010 |
Using embedded data with file sharing
Levy, Kenneth L. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
12/835542 | US | 07/13/2010 |
Encoding and decoding media signals
Rhoads, Geoffrey B. |
|||
12/839110 | US | 07/19/2010 |
Content objects with computer instructions steganographically encoded therein, and associated methods
Rhoads, Geoffrey B. |
|||
12/839907 | US | 07/20/2010 |
Wireless mobile phone methods
Rhoads, Geoffrey B |
|||
12/840073 | US | 07/20/2010 |
Steganographic encoding
Brundage, Trent J |
|||
12/844633 | US | 07/27/2010 |
Color laser engraving
Levy, Kenneth L. |
|||
12/844651 | US | 07/27/2010 |
Apparatus to analyze security features on objects
Reed, Alastair M. |
|||
12/849514 | US | 08/03/2010 |
Bi-directional image capture methods and apparatuses
Ellingson, Eric E. |
|||
12/849726 | US | 08/03/2010 |
Quantization-based data embedding in mapped data
Bradley, Brett A. |
|||
12/852253 | US | 08/03/2010 |
Methods and devices involving imagery and gestures
Rhoads, Geoffrey B. |
|||
12/853964 | US | 08/10/2010 |
Substituting or replacing components in sound based on steganographic encoding
Evans, Douglas B. |
|||
12/858240 | US | 08/17/2010 |
Printing media and methods employing digital watermarking
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
12/858259 | US | 08/17/2010 |
Methods employing topical subject criteria in video processing
Davis, Bruce L. |
|||
12/858351 | US | 08/17/2010 |
Variable message coding protocols for encoding auxiliary data in media signals
Sharma, Ravi K. |
|||
12/872989 | US | 08/31/2010 |
Methods for controlling rendering of images and video
Rhoads, Geoffrey B. |
|||
12/876920 | US | 09/07/2010 |
Methods and devices employing content identifiers
Rhoads, Geoffrey B. |
|||
11/082217 | US | 3/15/2005 |
Watermark payload encryption for media including multiple watermarks
Levy, Kenneth L. |
|||
11/152686 | US | 6/13/2005 |
Digital watermarking methods, programs and apparatus
Rodriguez; Tony F.; Stach; John; Reed; Alastair M. |
|||
12/562883 | US | 9/18/2009 |
Digital watermarking methods, programs and apparatus
Rodriguez; Tony F.; Stach; John; Reed; Alastair M. |
|||
11/740,140 | US | 4/25/2007 |
Methods and Systems Responsive to Features Sensed From Imagery or Other Data
Rhoads, Geoffrey B. |
|||
JP2010-158011 | JP | 6/13/2005 |
DIGITAL ASSET MANAGEMENT, TARGETED SEARCHING AND DESKTOP SEARCHING USING DIGITAL WATERMARKS
Rodriguez, Tony F. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
HK9108777.3 | HK | 5/7/1996 |
METHOD OF EMBEDDING A MACHINE READABLE STEGANOGRAPHIC CODE IN A DOCUMENT
Rhoads, Geoffrey B. |
|||
EP10166581.8 | EP | 2/14/2001 |
WATERMARK ENCODER AND DECODER ENABLED SOFTWARE
Ramos, Daniel O |
|||
JP2010-049197 | JP | 3/5/2010 |
WATERMARK ENCODER AND DECODER ENABLED SOFTWARE
Ramos, Daniel O. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE B
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
SCHEDULE C
TRANSFER OF RIGHTS IN ABANDONED ASSETS
Digimarc Corporation, an Oregon corporation, having offices at 9405 SW Gemini Drive, Beaverton, OR 97008, ( Licensor ), has granted to IV Digital Multimedia Inventions LLC, a Delaware limited liability company, having an office at 2711 Centerville Road, Suite 400, Wilmington, DE 19808 ( Licensee ), the exclusive, worldwide, transferable, sublicensable license of all its rights of any kind conferred by the patents, patent applications, and provisional patent applications listed in the attached Appendix .
Licensor assigns to Licensee the rights, if any, to revive prosecution of claims under such assets and to sue or otherwise enforce any claims under such assets for past, present or future infringement.
Licensor hereby authorizes the respective patent office or governmental agency in each jurisdiction to make available to Licensee all records regarding the Abandoned Assets.
DATED this 5th day of October, 2010.
LICENSOR: | ||
DIGIMARC CORPORATION | ||
By: |
|
|
Robert Chamness | ||
Chief Legal Officer and Secretary |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
APPENDIX
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
08/154866 |
US |
11/18/1993 |
Method and apparatus for positive identification of audio signals, images, and other forms of signals with inherent noise
Rhoads, Geoffrey B. |
|||
08/215289 | US | 03/17/1994 |
Identification/authentication system using robust, distributed coding
Rhoads, Geoffrey B. |
|||
5862260 | US | 05/16/1996 |
Methods for surveying dissemination of proprietary empirical data
Rhoads, Geoffrey B. |
|||
09/150147 | US | 09/09/1998 |
Steganographic system
Rhoads, Geoffrey B. |
|||
09/151492 | US | 09/11/1998 |
Methods and tangible objects employing steganographically encoded date information
Davis, Bruce L. |
|||
09/337590 | US | 06/21/1999 |
Electronic payment system for content delivery
Rhoads, Geoffrey B. |
|||
09/342971 | US | 06/29/1999 |
Advertising employing watermarking
Rodriguez, Tony F. |
|||
09/343101 | US | 06/29/1999 |
Enhanced input peripheral
Davis, Bruce L. |
|||
09/343104 | US | 06/29/1999 |
Paper products and physical objects as means to access and control a computer or to navigate over or act as a portal on a network
Rodriguez, Tony F. |
|||
09/413117 | US | 10/06/1999 |
Methods for making images
Rhoads, Geoffrey B. |
|||
09/482749 | US | 01/13/2000 |
Watermark embedder and reader
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
09/491534 | US | 01/26/2000 |
Data transmission by watermark proxy
Davis, Bruce L. |
|||
09/496380 | US | 02/02/2000 |
System for detecting embedded data in audio notwithstanding variation in playback speed
Rhoads, Geoffrey B. |
|||
09/507096 | US | 02/17/2000 |
Associating data with media signals using embedded signals
Davis, Bruce L. |
|||
09/515826 | US | 02/29/2000 |
Paper products and physical objects as means to access and control a computer or to navigate over or act as a portal on a network
Rodriguez, Tony F. |
|||
09/552998 | US | 04/19/2000 |
Watermark technology as applied to irregular objects
Hannigan, Brett T. |
|||
09/567405 | US | 05/08/2000 |
Postal methods and systems
Carr, J. Scott |
|||
09/629649 | US | 08/01/2000 |
Postal methods and systems employing digital watermarks
Carr, J. Scott |
|||
09/633587 | US | 08/07/2000 |
Document management using adhesive notes
Rhoads, Geoffrey B. |
|||
09/689289 | US | 10/11/2000 |
Printing media and methods employing digital watermarks
Carr, J. Scott |
|||
09/768941 | US | 01/23/2001 |
Computer system linked by using information in data objects
Rhoads, Geoffrey B. |
|||
09/800094 | US | 03/05/2001 |
Payment-based systems for internet music
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
09/804679 | US | 03/12/2001 |
Media commerce system employing watermarks
Rhoads, Geoffrey B. |
|||
09/804692 | US | 03/12/2001 |
Internet media commerce system
Rhoads, Geoffrey B. |
|||
09/972792 | US | 10/05/2001 |
Embedding information in a digital image digitized from a developed photographic film
Rhoads, Geoffrey B. |
|||
10/074680 | US | 02/11/2002 |
Data hiding through arrangement of objects
Stach, John |
|||
10/109437 | US | 03/26/2002 |
Methods for marking images
Rhoads, Geoffrey B. |
|||
10/112884 | US | 03/29/2002 |
Smart images and image bookmarks for an internet browser
Ramos, Daniel O. |
|||
10/121433 | US | 04/11/2002 |
Watermark reading kiosks
Seder, Phillip Andrew |
|||
10/125053 | US | 04/12/2002 |
Digital watermarking employing noise model
Rhoads, Geoffrey B. |
|||
10/244143 | US | 09/12/2002 |
Postal meters and systems employing watermarking
Rhoads, Geoffrey B. |
|||
10/301528 | US | 11/20/2002 |
Postal applications including digital watermarks
Carr, J. Scott |
|||
10/374672 | US | 02/25/2003 |
Media-independent document security method and apparatus
Rhoads, Geoffrey B. |
|||
10/791213 | US | 03/01/2004 |
Applying digital watermarks using printing process correction
Reed, Alastair M. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
11/359756 | US | 02/21/2006 |
User control and activation of watermark enabled objects
Rhoads |
|||
11/671869 | US | 02/06/2007 |
Methods and devices employing content identifiers
Rhoads, Geoffrey B. |
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S CHEDULE C
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Rhoads, Geoffrey B. |
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S CHEDULE C
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Patent or Application No. |
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Title of Patent and First Named Inventor |
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60/163676 | US | 11/05/1999 |
Watermarking an image after the image is separated into color planes
Miller, Marc |
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PCT/US2000/029244 | WO | 10/23/2000 |
Watermarking an image in color plane separations and detecting such watermarks
Miller, Marc |
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60/232163 | US | 09/11/2000 |
Watermaking enhancements including time based masking, context sensitive connected content, broadcast monitoring, semifragile watermarks, and time stamped watermarks
Levy, Kenneth L. |
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PCT/US2001/028726 | WO | 09/11/2001 |
Time and object based masking for video watermarking
Levy, Kenneth L. |
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PCT/US2001/019303 | WO | 06/14/2001 |
Perceptual modeling of media signals based on local contrast and directional edges
Hannigan, Brett T. |
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10/997813 | US | 11/23/2004 |
Steganographic data embedding in objects for authenticating and associating value with the objects
Perry, Burt W. |
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CA2416532 | CA | 07/24/2001 |
Authentication watermarks for printed objects and related applications
Perry, Burt W. |
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KR10-2003-7001052 | KR | 01/24/2003 |
Authentication watermarks for printed objects and related applications
Perry, Burt W. |
|||
PCT/US2001/023336 | WO | 07/24/2001 |
Authentication watermarks for printed objects and related applications
Perry, Burt W. |
|||
60/183681 | US | 02/19/2000 |
Digital watermarks as a gateway mechanism
Jones, Kevin C. |
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Patent or Application No. |
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Filing Date |
Title of Patent and First Named Inventor |
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10/137124 | US | 05/01/2002 |
Digital watermarking methods and related toy and game applications
Hannigan, Brett T. |
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10/193663 | US | 07/10/2002 |
Repetition coding of error correction coded messages in auxiliary data embedding applications
Sharma, Ravi K. |
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10/850579 | US | 05/19/2004 |
Digital watermarks and trading cards
Mckinley, Tyler J. |
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60/257822 | US | 12/21/2000 |
Watermark systems and methods
Aggson, Cynthia K. |
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EP1311973 | EP | 07/20/2001 |
Using embedded data with file sharing
Levy, Kenneth L. |
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PCT/US2001/014014 | WO | 04/30/2001 |
Digital watermarking systems
Seder, Phillip Andrew |
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PCT/US2001/022953 | WO | 07/20/2001 |
Using embedded data with file sharing
Levy, Kenneth L. |
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09/837564 | US | 04/17/2001 |
Authentication of physical and electronic media objects using digital watermarks
Rhoads, Geoffrey B. |
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60/198138 | US | 04/17/2000 |
Countermeasures to watermark attacks
Alattar, Adnan M. |
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Image management system and methods using digital watermarks
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PCT/US2003/007776 | WO | 03/12/2003 |
Image management system and methods using digital watermarks
Lofgren, Neil E. |
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60/278049 | US | 03/22/2001 |
Elliptical curve fitting and application for digital watermarks
Sharma, Ravi K. |
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S CHEDULE C
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Patent or Application No. |
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Title of Patent and First Named Inventor |
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PCT/US2002/008844 | WO | 03/22/2002 |
Quantization-based data hiding employing calibration and locally adaptive quantization
Stach, John |
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09/915824 | US | 07/26/2001 |
Collateral data combined with user characteristics to select web site
Rhoads, Geoffrey B. |
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10/012676 | US | 11/05/2001 |
Collateral data combined with other data to select web site
Rhoads, Geoffrey B. |
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60/220945 | US | 07/26/2000 |
Collateral data used to obtain a match to users preferences
Rhoads, Geoffrey B. |
|||
09/741779 | US | 12/21/2000 |
Watermarking holograms
Decker, Stephen K. |
|||
PCT/US2001/049399 | WO | 12/17/2001 |
Watermaking holograms
Lofgren, Neil E. |
|||
09/924402 | US | 08/07/2001 |
Using digital watermarks to facilitate counterfeit inspection and inventory management
Miolla, Ronald S. |
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09/940873 | US | 08/27/2001 |
Digitally watermarking physical media
Levy, Kenneth L. |
|||
10/233327 | US | 08/29/2002 |
Digitally watermarking physical media
Levy, Kenneth L. |
|||
60/282205 | US | 04/06/2001 |
Digital asset management and linking media signals with related data using watermarks
Jones, Kevin C. |
|||
PCT/US1999/013320 | WO | 06/14/1999 |
Stochastic scanning documents to change moire effects
Rhoads, Geoffrey B. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
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Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
AU2002211634 | AU | 10/10/2001 |
Halftone watermarking and related applications
Brunk, Hugh L. |
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CA2422412 | CA | 10/10/2001 |
Halftone watermarking and related applications
Brunk, Hugh L. |
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EP01979700.0 | EP | 10/10/2001 |
Halftone watermarking and related applications
Brunk, Hugh L. |
|||
KR10-2003-7005154 | KR | 10/10/2001 |
Halftone watermarking and related applications
Brunk, Hugh L. |
|||
PCT/US2001/028523 | WO | 09/10/2001 |
Authenticating and measuring quality of service of multimedia signals using digital watermark analyses
Tian, Jun |
|||
PCT/US2001/031784 | WO | 10/10/2001 |
Halftone watermarking and related applications
Brunk, Hugh L. |
|||
PCT/US2002/027068 | WO | 08/23/2002 |
Digital watermarks for checking authenticity of printed objects
Rodriguez, Tony F. |
|||
PCT/US2000/032013 | WO | 11/21/2000 |
Adjusting an electronic camera to acquire a watermarked image
Brunk, Hugh |
|||
10/017463 | US | 12/14/2001 |
Space filling quantizers for digital watermarking
Brunk, Hugh L. |
|||
60/256629 | US | 12/18/2000 |
Quantizer characteristics important for quantization index modulation
Brunk, Hugh L. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
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Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
10/017679 | US | 12/13/2001 |
Audio/video commerce application architectural framework
Levy, Kenneth L. |
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60/256628 | US | 12/18/2000 |
Audio/video commerce application architectural framework
Levy, Kenneth L. |
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PCT/US2001/049395 | WO | 12/17/2001 |
Audio/video commerce application architectural framework
Levy, Kenneth L. |
|||
PCT/US2002/012171 | WO | 04/19/2002 |
User-friendly rights management system and methods
Levy, Kenneth L. |
|||
PCT/US2006/032011 | WO | 08/15/2006 |
Rights management systems and methods using digital watermaking
Levy, Kenneth L. |
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10/020519 | US | 12/14/2001 |
Message coding for digital watermark applications
Brunk, Hugh L. |
|||
60/256627 | US | 12/18/2000 |
Message coding for watermark applications
Bradley, Brett A |
|||
60/284594 | US | 04/17/2001 |
Reversible watermarking and authentication of media signals
Tian, Jun |
|||
PCT/US2001/032517 | WO | 10/17/2001 |
Content authentication and recovery using digital watermarks
Tian, Jun |
|||
09/706505 | US | 11/02/2000 |
Batch identifier registration and embedding in media signals
Hein Iii, William C. |
|||
10/121435 | US | 04/11/2002 |
Pre-exposure of emulsion media with a steganographic pattern
Lowe, Brian D. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
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Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
60/284163 | US | 04/16/2001 |
Efficient interactive tv
Anglin, Hugh W. |
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60/286701 | US | 04/25/2001 |
Encoded reference signal for digital watermarks
Sharma, Ravi K. |
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60/355856 | US | 02/10/2002 |
Digital watermarking methods and related toy and game applications
Hannigan, Brett T. |
|||
PCT/US2002/013728 | WO | 05/01/2002 |
Digital watermarking methods and related toy and game applications
Hannigan, Brett T. |
|||
60/303173 | US | 07/05/2001 |
Using embedded identifiers with images
Davis, Bruce L. |
|||
60/335427 | US | 11/30/2001 |
Pattern recognition of objects in image streams
Shen, Lance Lixin |
|||
PCT/US2002/028448 | WO | 09/05/2002 |
Pattern recognition of objects in image streams
Decker, Stephen K. |
|||
10/265085 | US | 10/03/2002 |
Digital watermarking methods, programs and apparatus
Mckinley, Tyler J. |
|||
10/265348 | US | 10/04/2002 |
Digital watermarking methods, programs and apparatus
Mckinley, Tyler J. |
|||
60/327687 | US | 10/05/2001 |
Digital watermarking methods, programs, and apparatus
Mckinley, Tyler J. |
|||
PCT/US2001/051170 | WO | 11/02/2001 |
Batch identifier registration and embedding in media signals
Mckinley, Tyler J. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
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Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
60/404038 | US | 08/15/2002 |
Digital watermarking of low bit rate video
Alattar, Adnan M. |
|||
60/340651 | US | 12/13/2001 |
Wavelet-based reversible watermarking for authentication
Tian, Jun |
|||
60/430511 | US | 12/02/2002 |
Reversible watermarking
Tian, Jun |
|||
PCT/US2002/040162 | WO | 12/12/2002 |
Reversible watermarking
Tian, Jun |
|||
PCT/US2004/014161 | WO | 05/07/2004 |
Reversible watermarking and related applications
Alattar, Adnan M. |
|||
60/351502 | US | 01/22/2002 |
Adaptive prediction filtering for digital watermarking
Bradley, Brett A. |
|||
PCT/US2001/031671 | WO | 10/09/2001 |
Watermarks carrying content dependent signal metrics for detecting and characterizing signal alteration
Ahmed, Farid |
|||
60/359041 | US | 02/20/2002 |
Embedding location data in video
Rhoads, Geoffrey B. |
|||
60/361749 | US | 03/04/2002 |
Digital watermarking systems
Mckinley, Tyler J. |
|||
10/394507 | US | 03/21/2003 |
Visibly altering a product in response to invalidating event
Mckinley, Tyler J. |
|||
60/367033 | US | 03/22/2002 |
Visibly altering product in response to invalidating event
Mckinley, Tyler J. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
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Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
60/383474 | US | 05/23/2002 |
Geographical information systems using digital watermarks and other digital watermarking techniques
Rhoads, Geoffrey B. |
|||
60/376720 | US | 04/29/2002 |
Image management system and methods using digital watermarks
Rhoads, Geoffrey B. |
|||
PCT/US2003/017048 | WO | 05/29/2003 |
Layered security in digital watermarking
Bradley, Brett Alan |
|||
PCT/US2001/021815 | WO | 07/10/2001 |
Multi-carrier watermarks
Gustafson, Ammon E. |
|||
60/434823 | US | 12/18/2002 |
Computing distortion of media signals using embedded data with repetitive structure and log-polar mapping
Alattar, Adnan M. |
|||
60/428485 | US | 11/21/2002 |
Digital watermarking of low bit-rate video
Alattar, Adnan M. |
|||
PCT/US2003/001975 | WO | 01/22/2003 |
Digital watermarking and fingerprinting including symchronization, layering, version control, and compressed embedding
Alattar, Adnan M. |
|||
10/639598 | US | 08/11/2003 |
Document management with embedded data
Perry |
|||
60/403899 | US | 08/15/2002 |
Document management with embedded data
Gorriaran, Michael |
|||
PCT/US2001/003138 | WO | 01/31/2001 |
Self-orienting watermarking method embedding frequency shift keying
Bradley, Brett A. |
|||
10/686495 | US | 10/14/2003 |
Identification document and related methods
Brundage, Trent J. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
60/418762 | US | 10/15/2002 |
Identification document and related methods
Rhoads, Geoffrey B. |
|||
10/717211 | US | 11/18/2003 |
Watermarked printed objects and methods
Rodriguez, Tony F. |
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60/475389 | US | 06/02/2003 |
Digital watermarks in image replacement documents, as on-board mediators in authentication of printed media, and managing quality of imaging systems
Rhoads, Geoffrey B. |
|||
60/456677 | US | 03/21/2003 |
Digital watermarking with laser engraving
Brian Labrec |
|||
PCT/US2001/028927 | WO | 09/13/2001 |
Watermarking in the time-frequency domain
Hannigan, Brett T. |
|||
60/511848 | US | 10/15/2003 |
Image capture system for portable device
Shovoly, Steven |
|||
KR10-2005-7016613 | KR | 03/05/2004 |
Camera and digital watermarking systems and methods
Brundage, Trent J. |
|||
PCT/US2004/006724 | WO | 03/05/2004 |
Camera and digital watermarking systems and methods
Brundage, Trent J. |
|||
60/451840 | US | 03/03/2003 |
Integrating and enhancing searching of media content and biometric databases
Levy, Kenneth L. |
|||
60/463175 | US | 04/15/2003 |
Color image appearance model applied to offset printing of watermarked images
Reed, Alastair M. |
|||
PCT/US2002/033161 | WO | 10/16/2002 |
Progressive watermark decoding on a distributed computing platform
Brundage, Trent J. |
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S CHEDULE C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
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Filing Date |
Title of Patent and First Named Inventor |
|||
60/478386 | US | 06/13/2003 |
Digital watermarking with variable orientation and protocols
Levy, Kenneth L. |
|||
60/537054 | US | 01/16/2004 |
Watermarking electronic text documents
Adnan M. Alattar |
|||
60/486047 | US | 07/09/2003 |
Embedded data in gaming objects for authentication and association of behavior and information
Rhoads, Geoffrey B. |
|||
60/514958 | US | 10/27/2003 |
Methods and apparatuses for printer recalibration
Reed, Alastair M. |
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10/996138 | US | 11/19/2004 |
Optimized digital watermarking functions for streaming data
Gustafson, Ammon E. |
|||
60/523748 | US | 11/19/2003 |
Optimized digital watermarking functions for streaming data
Gustafson, Ammon E. |
|||
60/542095 | US | 02/04/2004 |
Digital watermarking image signals on-chip
Rodriguez, Tony F. |
|||
60/554541 | US | 03/18/2004 |
Watermark payload encryption methods and systems
Ramos, Daniel O. |
|||
60/554748 | US | 03/19/2004 |
Digital watermarking for workflow
Levy, Kenneth L. |
|||
60/659022 | US | 03/03/2005 |
Enhanced bios system
Calhoon, Sean |
|||
PCT/US2006/007327 | WO | 03/02/2006 |
Data processing systems and methods
Calhoon, Sean |
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S CHEDULE C
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Patent or Application No. |
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Filing Date |
Title of Patent and First Named Inventor |
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60/673022 | US | 04/19/2005 |
Digital asset management, targeted searching and desktop searching using digital watermarks
Rodriguez, Tony F. |
|||
PCT/US2005/020790 | WO | 06/13/2005 |
Digital asset management, targeted searching and desktop searching using digital watermarks
Rodriguez, Tony F. |
|||
09/631409 | US | 08/03/2000 |
Linking from paper invoices and statements to on-line resources
Brundage, Trent J. |
|||
PCT/US2001/024114 | WO | 08/01/2001 |
Linking from paper invoices and statements to on-line resources
Brundage, Trent J. |
|||
PCT/US2002/002325 | WO | 01/24/2002 |
Watermark detection using adaptive color projections
Reed, Allister |
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PCT/US2001/017685 | WO | 05/31/2001 |
Using classification techniques in digital watermarking
Brunk, Hugh L. |
|||
60/495373 | US | 08/14/2003 |
Identification document and related methods
Sher-Jan, Mahmood |
|||
MXPA05003984 | MX | 10/14/2003 |
Identification document and related methods
Durst, Robert T. |
|||
PCT/US2003/032886 | WO | 10/14/2003 |
Identification document and related methods
Brundage, Trent J. |
|||
60/198857 | US | 04/21/2000 |
Authenticating metadata and embedding metadata in watermarks of media signals
Davis, Bruce L. |
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S CHEDULE C
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Patent or Application No. |
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Filing Date |
Title of Patent and First Named Inventor |
|||
PCT/US2001/001043 | WO | 01/11/2001 |
Authenticating metadata and embedding metadata in watermarks of media signals
Davis, Bruce L. |
|||
KR10-2004-7009235 | KR | 12/09/2002 |
Forensic digital watermarking with variableorientation and protocols
Levy, Kenneth L. |
|||
PCT/US2002/039467 | WO | 12/09/2002 |
Forensic digital watermarking with variable orientation and protocols
Levy, Kenneth L. |
|||
60/523159 | US | 11/17/2003 |
Machine-readable security features for printed objects
Reed, Alastair M. |
|||
PCT/US2003/037802 | WO | 11/26/2003 |
Systems and methods for authentication of print media
Rodriguez, Tony F. |
|||
60/600618 | US | 08/09/2004 |
Photographic travel logs through digital watermarking
Brundage, Trent J. |
|||
PCT/US2005/003777 | WO | 02/03/2005 |
Digital watermarking image signals on-chip and photographic travel logs through digital watermarking
Rodriguez, Tony F. |
|||
60/558767 | US | 03/31/2004 |
Appending information to digital watermark payloads
Rodriguez, Tony F. |
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PCT/US2005/009072 | WO | 03/18/2005 |
Watermark payload encryption methods and systems
Sharma, Ravi K. |
|||
JP2002-515380 | JP | 07/30/2001 |
Digital watermarks and trading cards
Mckinley, Tyler J. |
|||
PCT/US2001/023886 | WO | 07/30/2001 |
Digital watermarks and trading cards
Mckinley, Tyler J. |
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Patent or Application No. |
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Filing Date |
Title of Patent and First Named Inventor |
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60/198849 | US | 04/21/2000 |
Authenticating photo identification documents
Carr, J. Scott |
|||
PCT/US2001/012561 | WO | 04/17/2001 |
Authentication of physical and electronic media objects using digital watermarks
Alattar, Adnan M. |
|||
PCT/US2001/019254 | WO | 06/15/2001 |
Interactive video and watermark enabled video objects
Mckinley, Tyler J. |
|||
09/619264 | US | 07/19/2000 |
Print media with embedded messages for controlling printing
Kumar, Aruna B. |
|||
PCT/US2001/022185 | WO | 07/12/2001 |
Print media with embedded messages for controlling printing
Kumar, Aruna B. |
|||
09/670115 | US | 09/26/2000 |
Portable devices and methods employing digital watermarking
Rhoads, Geoffrey B. |
|||
PCT/US2001/030238 | WO | 09/26/2001 |
Portable devices and methods employing digital watermarking
Rhoads, Geoffrey B. |
|||
PCT/US2002/005991 | WO | 02/28/2002 |
Watermarking a carrier on which an image will be placed or projected
Levy, Kenneth L. |
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PCT/US2002/006858 | WO | 03/05/2002 |
Digital watermarking and maps
Rhoads, Geoffrey B. |
|||
PCT/US2007/084933 | WO | 11/16/2007 |
Methods and systems responsive to feature sensed from imagery or other data
Rhoads, Geoffrey B. |
|||
09/562516 | US | 05/01/2000 |
Methods and systems for digital watermarking
Hannigan, Brett T. |
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S CHEDULE C
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Patent or Application No. |
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Filing Date |
Title of Patent and First Named Inventor |
|||
09/825463 | US | 04/02/2001 |
Background watermark processing
Rhoads, Geoffrey B. |
|||
09/854408 | US | 05/10/2001 |
Digital watermarks used in automation equipment
Brundage, Trent J. |
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10/188340 | US | 07/01/2002 | ||||
11/381309 | US | 05/02/2006 | ||||
11/467995 | US | 08/29/2006 | ||||
11/877851 | US | 10/24/2007 | ||||
12/258095 | US | 10/24/2008 | ||||
60/141468 | US | 06/29/1999 |
Using digital watermarks on playing cards and casino chips to deter cheating
Livermore, Megan |
|||
60/151586 | US | 08/30/1999 |
Automated childrens books
Rodriguez, Tony Forrest |
|||
60/163332 | US | 11/03/1999 |
Data entry method and system
Rhoads, Geoffey B. |
|||
60/178028 | US | 01/26/2000 |
Managing on-line media library through links in media signals
Rhoads, Geoffrey B. |
|||
60/180364 | US | 02/04/2000 |
Integrating digital watermarks in multimedia content
Davis, Bruce L. |
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S CHEDULE C
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Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
60/247389 | US | 11/08/2000 |
Authentication watermarking using sorting order embedding to embed a compressed bit stream in another signal
Tian, Jun |
|||
60/257924 | US | 12/21/2000 |
Detection of multiple watermarks
Shama, Ravi K. |
|||
60/260907 | US | 01/10/2001 |
Authentication watermarking enabling recovery of the original un-watermarked content
Tian, Jun |
|||
60/263987 | US | 01/24/2001 |
Halftone primitive watermarking and related applications
Haynes, Mark E. |
|||
60/284776 | US | 04/18/2001 |
Using embedded identifiers with images
Rhoads, Geoffrey B. |
|||
60/285514 | US | 04/20/2001 |
User-friendly copy management system and method
Levy, Kenneth L. |
|||
60/288272 | US | 05/02/2001 |
Digital watermarking methods and related toy applications
Sharma, Ravi K. |
|||
60/297229 | US | 06/07/2001 |
Digital watermarking methods and related toy and game applications
Hannigan, Brett T. |
|||
60/305086 | US | 07/12/2001 |
Connected audio and other media objects
Rhoads, Geoffrey B. |
|||
60/315569 | US | 08/28/2001 |
User-friendly copy management system and method
Levy, Kenneth L. |
|||
60/316851 | US | 08/31/2001 |
Digital watermarking and checks
Carr, J. Scott |
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S CHEDULE C
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Patent or Application No. |
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Filing Date |
Title of Patent and First Named Inventor |
|||
60/317773 | US | 09/06/2001 |
Pattern recognition of objects in image streams
Shen, Lance Lixin |
|||
60/323148 | US | 09/17/2001 |
Postal meters and systems employing watermarking
Davis, Bruce L. |
|||
60/332512 | US | 11/21/2001 |
Postal applications using digital watermarks
Rhoads, Geoffrey B. |
|||
60/336209 | US | 10/30/2001 |
Audio/video commerce application architectural framework
Levy, Kenneth L. |
|||
60/349644 | US | 01/15/2002 |
Wireless methods and devices employing steganography
Rhoads, Geoffrey B. |
|||
60/349970 | US | 10/19/2001 |
Digital watermarking systems and methods
Levy, Kenneth L. |
|||
60/350082 | US | 10/19/2001 |
Integrating digital watermarks in multimedia content
Levy, Kenneth L. |
|||
60/351565 | US | 01/22/2002 |
Digital watermarking and fingerprinting enhancements
Alattar, Adnan M. |
|||
60/352652 | US | 01/28/2002 |
Digitally watermarking checks and other value documents
Carr, J. Scott |
|||
60/356881 | US | 02/12/2002 |
Idetification documents includung embedded data
Hannigan, Brett T. |
|||
60/404181 | US | 08/16/2002 |
Reversible watermarking that can exactly recreate the original image
Tian, Jun |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
60/421254 | US | 10/25/2002 |
Identification document and related methods
Rhoads, Geoffrey B. |
|||
60/430014 | US | 11/28/2002 |
Copy detect signals for automated authentication of print media
Decker, Stephen K. |
|||
60/435401 | US | 12/19/2002 |
Quantization-based data embedding in mapped data
Bradley, Brett A. |
|||
60/440593 | US | 01/15/2003 |
System for authentication of print media
Decker, Stephen K. |
|||
60/453031 | US | 03/06/2003 |
Camera for reading digital watermarks and digital watermarking methods and systems
Brundage, Trent J. |
|||
60/455824 | US | 03/18/2003 |
Camera for reading digital watermarks and digital watermarking methods and systems
Shovoly, Steven |
|||
60/463793 | US | 04/18/2003 |
Embedding digital watermarks with metallic inks
Brundage, Trent J. |
|||
60/466926 | US | 04/30/2003 |
Fragile and emerging digital watermarks
Reed, Alastair M. |
|||
60/480990 | US | 06/23/2003 |
Quantization based data embedding in mapped data
Bradley, Brett A. |
|||
60/480993 | US | 06/23/2003 |
Human perceptual model applied to rendering of watermarked signals
Reed, Alastair M. |
|||
60/482069 | US | 06/23/2003 |
Digital watermarking of text documents
Adnan M. Alattar |
|||
60/494709 | US | 08/12/2003 |
Identification document and related methods
Sher-Jan, Mahmood |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
60/495236 | US | 08/13/2003 |
Detecting media areas likely of hosting watermarks
Trent J. Brundage |
|||
60/582280 | US | 06/22/2004 |
Digital asset management and targeted searching using digital watermarks
Rodriguez, Tony F. |
|||
60/656642 | US | 02/25/2005 |
Digital asset management, targeted searching and desktop searching using digital watermarks
Rodriguez, Tony F. |
|||
HK00102658.9 | HK | 5/2/2000 |
Digital watermarking and banknotes
Rhoads, Geofrey B. |
|||
HK00104556.8 | HK | 7/24/2000 |
Digital watermarking and methods for security documents
Rhoads, Geofrey B |
|||
HK00107539.3 | HK | 11/24/2000 |
Method and apparatus for watermarking video images
Rhoads, Geoffrey B.; Davidson, Clay; Rodriguez, Anthony |
|||
HK00105793.8 | HK | 9/14/2000 |
Method and apparatus for encoding audio with auxiliary digital data
Rhoads, Geoffrey B. |
|||
HK01101031.8 | HK | 2/13/2001 |
Methods and systems for controlling computers or linking to internet resources from physical and electronic objects
Grossi, Brian J.; Seder, Phillip A.; McKinley, Tyler J.; Perry, Burt W.; Rhoads, Geoffrey B.; Davis, Bruce L.; Rodriquez, Tony F.; Carr, J. Scott; Hein, William C., III; MacIntosh; Brian T. |
|||
CH0981113 | CH | 7/7/1999 |
Digital watermarking and methods for security documents
Rhoads, Geofrey B |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Patent or Application No. |
Country |
Filing Date |
Title of Patent and First Named Inventor |
|||
ES0959621 | ES | 11/16/1994 |
Video copy control with plural embedded signals
Rhoads, Geoffrey B. |
|||
60/554543 | US | 3/18/2004 |
Watermark payload encryption for media including multiple watermarks
Levy, Kenneth L. |
|||
60/582914 | US | 6/24/2004 |
Digital watermarking methods, programs and apparatus
Tony F. Rodriguez |
|||
60/866198 | US | 11/16/2006 |
Security Documents and Related Methods/Systems
Tony F. Rodriguez |
|||
90/005827 | US | 10/20/2000 |
Steganography methods employing embedded calibration data
Rhoads, Geoffrey B. |
|||
60/141538 | US | 6/28/1999 | DIGITAL WATERMARKS IN TV AND RADIO OVER-THE-AIR BROADCASTS THAT LINK BROADCASTED CONTENT TO THE INTERNET | |||
60/141763 | US | 6/30/1999 | DIGITAL WATERMARKS IN TV AND RADIO OVER-THE-AIR BROADCASTS THAT LINK BROADCASTED CONTENT TO THE INTERNET, AND SUPPLEMENT RADIO WITH ANCILLARY IMAGES/VIDEO | |||
09/502191 | US | 2/10/2000 | WATERMARK EMBEDDER AND READER | |||
09/670114 | US | 9/26/2000 | METHODS FOR USING WATERMARKS ON CONSUMER DEVICES | |||
09/660756 | US | 9/13/2000 | PERSONAL DISPLAY FOR INTERACTIVE VIDEO | |||
HK05104773.0 | HK | 6/8/2005 |
Photographic identification document
Jonathan Carr |
|||
PCT/US2001/050071 | WO | 10/24/2001 |
ACCESS CONTROL SYSTEMS AND METHODS
Davis, Bruce L. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
SCHEDULE D
LIST OF DELIVERABLES
Licensor will cause the following to be delivered to Licensee, or Licensees representative, within 14 days of closing for files necessary to respond to final deadlines of actions due for Live Assets within three months after closing, and for remaining items pertaining to Live Assets within 45 days of closing, and for remaining items pertaining to Abandoned Assets, within 45 days of a request by Licensee, but no earlier than 90 days after closing:
(a) U.S. Patents . For each item of the Patents that is an issued United States patent , and for each Abandoned Asset to which any Live Asset claims priority to such issued U.S. patent (whether a patent or similar protection has been issued or granted), a copy of
(i) | Assignment Agreement(s), |
(ii) | conception and reduction to practice materials, and |
(iii) | the publicly available file history for Abandoned Assets (to be obtained in both electronic disk image and hard copy, at Licensees option, by Licensee or by Licensor through a vendor designated by Licensee, in all cases for delivery directly to Licensees representative), |
(iv) | the Docket, |
(v) | each relevant license and security agreement; |
(b) U.S. Patent Applications . For each item of the Patents that is a U.S. patent application, a copy of
(i) | the patent application, as filed, |
(ii) | if unpublished, a copy of the filing receipt and the non-publication request, if available, |
(iii) | the Assignment Agreement(s), |
(iv) | the Docket, |
(v) | all available conception and reduction to practice materials, |
(vi) | evidence of foreign filing license (or denial thereof), |
(vii) | each relevant license and security agreement, and |
(viii) | the Prosecution History Files; |
(c) Common Interest Agreement . Licensor will deliver any Initial Deliverables to be delivered by Licensor under paragraph (b) above to Licensees legal counsel, together with two (2) executed originals of the Common Interest Agreement.
(d) Non-U.S . For each Live Asset for which a non-United States patent or similar protection has been issued or granted, a copy of
(i) | the certificate for patent prosecution issued by the applicable government, if available |
(ii) | each pending foreign application |
(iii) | the Docket, |
(iv) | the Assignment Agreement(s), |
(v) | applicant name change, if necessary, and |
(vi) | each relevant license and security agreement. |
(e) Thorough Search/Declaration . If originals of the Initial Deliverables are not available and the required copies are not delivered to Licensee prior to Closing, Licensor will cause (i) such copies of the Initial Deliverables to be sent to Licensee or Licensees representative promptly if and after such originals are located and (ii) an appropriate executive officer of Licensor to deliver to Licensee a declaration, executed by such officer under penalty of perjury, detailing Licensors efforts to locate such unavailable original documents and details regarding how delivered copies were obtained.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE D
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Capitalized terms used in this Schedule D are defined in the Patent License Agreement to which this Schedule D is attached.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE D
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
SCHEDULE 2.1
PAYMENT SCHEDULE FOR LICENSE ISSUE FEE
Date |
Payment | |||
Closing |
$ | 2,600,000 | ||
November 15, 2010 |
$ | 2,675,000 | ||
February 15, 2011 |
$ | 2,750,000 | ||
May 16, 2011 |
$ | 2,825,000 | ||
August 15, 2011 |
$ | 2,875,000 | ||
November 15, 2011 |
$ | 2,950,000 | ||
February 15, 2012 |
$ | 3,025,000 | ||
May 15, 2012 |
$ | 3,100,000 | ||
August 15, 2012 |
$ | 3,175,000 | ||
November 15, 2012 |
$ | 3,250,000 | ||
February 15, 2013 |
$ | 3,350,000 | ||
May 15, 2013 |
$ | 3,425,000 |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE 2.1
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
SCHEDULE 2.3
PORTFOLIO MONETIZATION ALLOCATION METHODOLOGY
Licensee and/or its Affiliates will rank each of the patents and patent applications included in the Portfolio Monetization as of the date of the applicable Portfolio Monetization in one of the following four categories:
Category R1: patents and patent applications actually asserted against the licensee and discussed in detail during the discussions leading to the Revenue (i.e., named, analyzed and discussed in the assertion materials and negotiations);
Category R2: patents and patent applications specifically mentioned but not discussed in detail in the discussions leading to the Revenue (i.e., listed as one of the patents that the licensee might infringe or need to license);
Category R3: patents and patent applications in the same patent class code as one or more R1 or R2 patents and patent applications (i.e., not asserted or specifically mentioned, but, as evidenced by its class code, may have been infringed or needed to be licensed by the licensee); and
Category R4: all other patents and patent applications included in the Portfolio Monetization.
Portfolio Profit will be allocated among the patents and patent applications included in the Portfolio Monetization according to the following formula (except, and to the extent, a Portfolio Monetization specifically assigns allocations otherwise):
P = R * (VA/P N )
Where:
P = Portfolio Profit allocated to each patent and/or patent application included in a Portfolio Monetization in one of the four categories
R = Portfolio Profit
VA = Value Allocation for that patent category (see below)
P N = Aggregate number of patents or patent applications from that category included in the Portfolio Monetization
The Value Allocations for the four categories are:
R1 = 55%
R2 = 27.5%
R3 = 13.75%
R4 = 3.75%
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
S CHEDULE 2.3
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
EXHIBIT A
COMMON INTEREST AGREEMENT
THIS COMMON INTEREST AGREEMENT ( Agreement ) is entered into between the undersigned legal counsel, for themselves and on behalf of the parties they represent (as indicated below).
1. Background.
1.1 Invention Law Group, P.C. and IV Digital Multimedia Inventions, LLC, a Delaware limited liability company (collectively the IV Entities ), and Digimarc Corporation ( Digimarc ) (the IV Entities and Digimarc are sometimes hereafter referred to herein as a party or the parties ), have entered into a Patent License Agreement and other transaction agreements with respect to certain patents (including their patent applications filed or to be filed throughout the world). This transaction will at least generate patent prosecution, patent portfolio monetization and patent licensing work (the Patent Matters ).
1.2 The parties have a common interest concerning the Patent Matters and have agreed to treat their communications and those of their respective legal Counsel ( Counsel ) concerning the Patent Matters as protected by the common interest privilege. Furtherance of the Patent Matters requires the exchange of proprietary documents and information, the joint development of legal strategies and the exchange of attorney work product developed by the parties and their respective Counsel.
2. Common Interest.
2.1 The parties have a common, joint and mutual legal interest in cooperating with each other, to the extent permitted by law, to share information that one party asserts is protected by the attorney-client privilege and/or by the work product doctrine with respect to the Patent Matters. The parties shall cause any Counsel who may participate in this Agreement to be bound by its terms.
2.2 In order to further their common interest, the parties and their Counsel may exchange their own privileged and work product information, orally and in writing, including, without limitation, factual analyses, mental impressions, legal memoranda, source materials, draft legal documents, prosecution history files, analysis of the validity or infringement of patent claims and other information (hereinafter Common Interest Materials ). The sole purpose for the exchange of the Common Interest Materials is to support the parties common interest with respect to the Patent Matters. Any Common Interest Materials exchanged shall continue to be protected under all applicable privileges and no such exchange shall constitute a waiver of any applicable privilege or protection.
3. Relationship; Additions; Termination.
3.1 This Agreement does not create any agency or similar relationship among the parties. Neither party nor their respec TIVE Counsel has the authority to waive any applicable privilege or doctrine on behalf of any other party. |
3.2 Nothing in this Agreement affects the separate and independent representation of each party by its respective Counsel or creates an attorney client relationship between the Counsel for a party and the other party to this Agreement.
3.3 This Agreement shall continue until the earlier of: (a) the end of the term, or termination by either party, of the Patent License Agreement; or
(b) until such time as either party exercises its ability to withdraw from and terminate the Agreement by thirty (30) days written notice if, in either parties reasonable judgment, the interests of the parties are no longer sufficiently aligned to have a common interest concerning the Patent Matters.
3.4 Notwithstanding termination, this Agreement shall continue to protect all Common Interest Materials disclosed prior to termination. Sections 3 and 4 shall survive termination of this Agreement.
4. General Terms.
4.1 This Agreement is governed by the laws of the State of Washington, without regard to its choice of law principles to the contrary. In the event any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void or unenforceable, the remaining terms shall remain in effect. Failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
4.2 The parties agree that a breach of this Agreement may result in irreparable injury, that money damages would not be a sufficient remedy and that the disclosing party shall be entitled to seek equitable relief, including injunctive relief, as a non-exclusive remedy for any such breach.
4.3 Notices given under this Agreement shall be given in writing and delivered by messenger or overnight delivery service to a party and their respective Counsel at their last known address, and shall be deemed to have been given on the day received.
4.4 This Agreement is effective and binding upon each party as of the date it is signed by or on behalf of a party and may be amended only by a writing signed by or on behalf of each party. This Agreement may be executed in counterparts. Any signature reproduced or transmitted via email of a .pdf file, photocopy, facsimile or other process of complete and accurate reproduction and transmission shall be considered an original for purposes of this Agreement. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE |
COMMISSION.
E XHIBIT A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
This Agreement is being executed by each of the undersigned Counsel with the fully informed authority and consent of the respective party it represents.
Counsel for Digimarc Corporation | ||
By: |
|
|
Robert Chamness | ||
Chief Legal Officer and Secretary | ||
October 5, 2010 | ||
Counsel for Invention Law Group, P.C. | ||
By: |
|
|
John Bove | ||
Date: |
|
|
Counsel for IV Digital Multimedia Inventions, LLC | ||
By: |
|
|
Thomas J. Hall | ||
Date: |
|
[Signature Page to Common Interest Agreement]
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
E XHIBIT A
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
EXHIBIT C
JOINT PRESS RELEASE
Company Contacts:
Bruce Davis
Chairman and CEO
503-469-4624
Bruce.Davis@diqimarc.com
Scott Liolios or Matt Glover
Liolios Group, Inc.
Investor Relations for Digimarc
949-574-3860
info@liolios.com
DRAFT FOR IMMEDIATE RELEASE
Digimarc Partners with Intellectual Ventures to Expand
Patent Licensing Program
Beaverton, Ore, - October 5, 2010 Digimarc Corporation (NASDAQ: DMRC) has entered into a long-term relationship with Intellectual Ventures (IV) to expand Digimarcs patent licensing program and broaden adoption of its proprietary technologies. Pursuant to the agreement, Digimarc has exclusively licensed the right to sublicense a substantial portion of its patent assets to IV in exchange for various strategic and financial benefits.
The key objectives of the relationship for Digimarc are to:
| Materially advance progress toward realization of its vision and mission |
| Significantly expand the scope of its license program |
| More effectively monetize its patent assets |
| Encourage large scale adoption of its technologies by industry leaders |
| Improve the companys financial performance |
| Increase the scale and rate of growth of its software and services business |
| Lay a foundation for continuing innovation |
Important financial aspects of the agreement for Digimarc include:
| A license issue fee of $36 million, paid to Digimarc in increasing quarterly installments over three years |
| 20% of the profits generated from the IV licensing program |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
E XHIBIT C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
| IV assumes responsibility for approximately $1 million per year in prosecution and maintenance costs previously borne by Digimarc |
| A minimum of $4 million of paid support over five years from Digimarc to assist IV in maximizing the value of the licensed assets |
| A royalty-free grant-back license to the licensed patents to continue Digimarcs existing business related to those assets, including maintaining and renewing existing patent licenses, and providing software and services |
The Company and its auditors have not yet fully determined how the transaction should be accounted for.
This partnership is a huge step forward for Digimarc toward realizing its vision of teaching computers to see, hear and understand, said Digimarcs chairman and CEO Bruce Davis. We believe that these capabilities are fundamental to the continuing evolution of more intuitive and pervasive computing that will dramatically change the meaning of computers in our lives. This partnership with IV is a remarkable opportunity for a company like Digimarc, with breakthrough technologies, but limited means to efficiently propagate its technologies throughout addressable markets. IVs scale and expertise is well suited, we believe, to accelerating the licensing of our inventions on a global basis, faster than we could ever contemplate achieving alone. We are looking forward to a long and successful collaboration .
Vincent Pluvinage, head of strategic acquisitions and private equity for Intellectual Ventures, added: Intellectual Ventures recognized that inventions made by Digimarcs inventors during the last decade are increasingly valuable to many companies involved in leveraging both traditional (analog) and digital ways to distribute multi-media content, including using increasingly powerful smartphones and other network-enabled products and services. We hope these companies will leverage Digimarcs know-how and technologies, as well as license relevant patent rights from Intellectual Ventures. Intellectual Ventures is making a significant financial investment in these patented inventions, helping Digimarc to continue creating new innovations and supporting the adoption of the patented ones.
Digimarc management will host a conference call later today to discuss this development in more detail. Please see below for more information.
In other news, the Company advises that a declaratory judgment action has been filed against Digimarc in the United States District Court in Delaware by Verance Corporation, a licensee, alleging the invalidity of 22 patents held by Digimarc and other matters. Verance Corp. v. Digimarc Corp., 1:10-cv-00831-UNA. The Company has not been served, but a copy of the Complaint is posted on our home page at www.diqimarc.com. Based on preliminary analysis, the Company anticipates that third quarter revenues will be lower than in the past three quarters because Verance did not make their anticipated quarterly payment due to this litigation and a federal contract was deferred until the fourth quarter. Third quarter expenses will also be higher due to professional fees for services associated primarily with the IV transaction and new product initiatives.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
E XHIBIT C
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Conference Call
Digimarc will hold a conference call later tomorrow prior to the opening of the market (October 6, 2010) to discuss the partnership. Chairman and CEO Bruce Davis and CFO Mike McConnell will host the call starting at 8:30 a.m . Eastern time (5:30 a.m. Pacific time). A question and answer session will follow managements presentation.
The call will be simulcast via a link available on Digimarcs home page at www.diqimarc.com. and will be available for replay until October 20, 2010. Thereafter, the webcast will be archived at www.diqimarc.com/investors/events.asp.
About Intellectual Ventures
Founded in 2000, Intellectual Ventures (IV) is the global leader in the business of invention. IV collaborates with leading inventors, partners with pioneering companies, and invests both expertise and capital in the process of invention. IVs mission is to energize and streamline an invention economy that will drive innovation around the world. For more information, visit www.intellectualventures.com.
About Digimarc
Digimarc Corporation (NASDAQ:DMRC), based in Beaverton, Oregon, is a leading innovator and provider of enabling technologies that create digital identities for all forms of media and many everyday objects. The embedded digital IDs are imperceptible to humans, but not to computers, networks and devices like mobile phones, which can now use cameras and microphones as sensory inputs to see, hear and understand the world around them within the context of their environment. Digimarc has built an extensive intellectual property portfolio with patents in digital watermarking, content identification and management, media and object discovery to enable ubiquitous computing, and related technologies. Digimarc develops solutions, licenses its intellectual property, and provides development services to business partners across a range of industries. For more information, please visit www.digimarc.com .
Forward-looking Statements
With the exception of historical information contained in this release, the matters described in this release contain various forward-looking statements. These forwardlooking statements include statements regarding Digimarcs objectives in entering into the relationship with IV, Digimarcs realization of the intended benefits of its relationship with IV, and other statements identified by terminology such as will, should, expects, estimates, predicts and continue or other derivations of these or other comparable terms. These forward-looking statements are statements of managements opinion and are subject to various assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied from the statements in this release as a result of the failure of Digimarcs relationship with IV to achieve its intended benefits, or changes in economic, business and/or regulatory factors. More detailed information about risk factors that may affect actual results is set forth in the companys Form 10-K for the year ended December 31 , 2009 and in subsequent periodic reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect managements opinions only as of the date of this release. Except as required by law, Digimarc underlakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this release.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
E XHIBIT C
Exhibit 10.2
CONFIDENTIAL PORTIONS OMITTED
AGREEMENT
This Agreement ( Agreement ) is entered into as of October 5, 2010 (the Effective Date ) by and among Digimarc Corporation, an Oregon corporation, with an address at 9405 SW Gemini Drive, Beaverton, OR 97008 ( Digimarc ), Invention Law Group, P.C. ( ILG ) and IV Digital Multimedia Inventions, LLC ( DMI and together with ILG, the IV Entities ).
RECITALS
A. Digimarc is granting DMI an exclusive license (with a right to sublicense) to certain Digimarc patents and patent applications (the Patents ) pursuant to a Patent License Agreement (the PLA ), a Patent Rights Agreement (the PRA ), a Common Interest Agreement (the CIA ) and other Transaction Agreements, all of which are being entered into concurrently herewith.
B. As described more fully in the agreements referenced in Recital A above, the parties have a common financial interest concerning the Patent Matters. Under this common interest, the parties have agreed to treat their communications and those of their Counsel concerning the Patent Matters as protected by the common interest privilege, subject to the limitations and exceptions in the CIA. Advancing the Patent Matters requires the exchange of proprietary documents and information, the joint development of legal strategies and the exchange of attorney work product developed by the parties and their respective Counsel.
C. The IV Entities and Digimarc now wish to enter into this Agreement to provide a framework whereby the IV Entities may engage Digimarc to provide certainwork of the nature described herein (and included in the definition of Patent Matters in the CIA), with particular engagements to be set forth in SOWs to be executed hereunder.
NOW, THEREFORE, the parties hereby agree as follows:
1. | DEFINITIONS |
Capitalized terms used but not defined in his Agreement will have the meaning assigned to them in the CIA, the PLA, the PRA or other Transaction Agreements.
Confidential Information means (a) any information, technical data, trade secrets or know-how, including, but not limited to, analyses, assessments, research and product plans, products, services, markets, developments, inventions, processes, formulas, technology, marketing, finances or other business information disclosed to or made available to Digimarc by the IV Entities or IV Affiliates in writing, orally, or otherwise, (b) any third parties confidential or proprietary information that is subject to a duty by the IV Entities or the IV Affiliates to maintain the confidentiality of such information, and (c) information related to the ownership or holding of any intellectual property rights, applications for such rights, or other assets reviewed as part of the Work, whether owned by the IV Entities or any of the IV Affiliates.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
Counsel means duly licensed in-house or outside attorneys or patent agents as well as their paralegals and agents.
Effective Date means the date set forth as the Effective Date on the signature page of this Agreement.
Invoices means the statements that Digimarc submits to the IV Entities in accordance with subsection 5.1 below.
IV Affiliates means each entity in whatever country organized, that controls, is controlled by or is under common control with DMI, including without limitation the IV Entities. The term control means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.
SOW means a written statement of work substantially in the form set forth on Exhibit A which (a) describes the work that Digimarc will perform, (b) includes the compensation to be paid to Digimarc in connection with such work, (c) is subject to the terms of this Agreement and (d) becomes effective upon execution by authorized representatives of each of the parties.
Term shall have the meaning ascribed to such term in subsection 7.1.
Work means all work, whether involving the Patents or patents or patent applications owned by IV Affiliates other than the Patents, that is requested by an IV Entity and performed by Digimarc pursuant to a SOW.
Work Material means all notes, records, drawings, designs, inventions, improvements, developments, discoveries, copyrightable material, and trade secrets that are conceived, made or discovered by Digimarc in the course of Digimarcs performance of the Work, solely or in collaboration with others, during the term of this Agreement.
2. | WORK |
2.1 This Agreement establishes the basic framework for Digimarc to perform Work and for licensing of pre-existing licensees.
2.2 The Work is currently contemplated to include the following:
(a) Patent Prosecution Assistance . Assistance in the prosecution of the Patents, including without limitation prosecution of pending applications; filing of non-provisional patent applications claiming priority over provisional patent applications; filing of continuations, continuations-in-part and divisional applications; filing of foreign applications and international and national phase PCT applications; certificates of correction and reissues; and assistance with respect to reexaminations and other matters (the Prosecution Assistance ).
ILG, not Digimarc, shall, at its sole and independent discretion, determine the effect of Digimarcs Prosecution Assistance on ILGs own actions concerning the Patents. The IV Entities will be under no duty to accept or act upon any Prosecution Assistance provided
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by Digimarc. All Prosecution Assistance shall be subject to the IV Entities own legal review of Digimarcs activities, including the patentability of any invention conceived by Digimarc and the content of any document to be filed with the United States Patent and Trademark Office ( USPTO ). The IV Entities shall serve as the representative before the USPTO concerning the prosecution of any of the Patents and the designated recipient of all correspondence from the USPTO concerning the Patents.
Digimarc shall bill the IV Entities for Group 1 Personnel Prosecution Assistance on an hourly basis according to the hourly rates set forth on Exhibit B (subject to modification pursuant to subsection 5.2), subject to the monthly fee cap provided in the SOW; provided, however, that the IV Entities may request flat-fee or alternative billing arrangements subject to agreement by Digimarc.
(b) Portfolio Monetization . Certain work relating in general to monetization of the Patents, including without limitation technology consulting, portfolio mining, identification of evidence of use and assistance with preparation of claim charts, advice regarding industry and technological trends, valuation services, serving as expert witnesses and other matters. The IV Entities may engage Digimarc for this and other portfolio monetization Work on a project basis from time-to-time. Digimarc shall bill the IV Entities for portfolio monetization Work performed by the Group 1 Personnel on an hourly basis at the hourly rates set forth on Exhibit B (subject to modification pursuant to subsection 5.2); provided, however, that the IV Entities may request flat-fee or alternative billing arrangements subject to agreement by Digimarc.
(c) Licensing Work . Engagement of Digimarc as a licensing representative on behalf of one or more of the IV Entities or IV Affiliates. The parties currently envision such Work will be in connection with the potential licensing of clients outside of the IV Entities target markets. The terms of any such engagement will be determined at the time of such engagement and will be as set forth in the applicable SOW.
(d) Post-Closing Intake . Digimarc hereby agrees to complete all action items enumerated on Schedule 2.2(d) of this Agreement. Digimarc hereby agrees that it shall account for all time and expenses incurred for such work beginning with the date of this Agreement, and all such time and expenses shall be reflected on the Invoices for such work. However, Digimarc agrees that [**] to the IV Entities under this Agreement, and Digimarc [**] for the cost of the [**] associated with the work under this subsection.
2.3 Digimarc Group 2 Personnel . Upon request of the IV Entities in connection with the periodic work plan or various SOWs, Digimarc will dedicate Group 2 Personnel resources in a reasonable time, amount and manner in support of the common interest of the parties. Such resources can be requested in support of the patent prosecution, portfolio monetization, licensing work or other activities under subsection 2.2. Upon such request, Digimarc Group 2 Personnel, including such inventors of the Patents, engineers and technical experts as may reasonably be required, will be made available [**], subject to modifications pursuant to subsection 5.2.
2.4 Licensing of Pre-Existing Licensees of the Patents .
(a) The IV Entities hereby grant Digimarc exclusive authority [**] (the Pre-Existing Customer Agreements , and the other party to each such agreement, a Pre-Existing Digimarc Customer ) upon the [**], or upon [**] such Pre-Existing Customer Agreement. Digimarc hereby acknowledges and agrees that its authority [**].
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(b) The IV Entities authorize Digimarc to [**] of Pre-Existing Customer Agreements that [**], and [**] the IV Entities. Digimarc shall not have any duty to [**] such other [**] with any of the IV Entities.
(c) The IV Entities agree not to [**] in [**] with Digimarcs authority under this subsection 2.4; provided that this shall not preclude the IV Entities or IV Affiliates from [**] that [**] with such Existing Customer Agreements.
(d) Each of Digimarc and the IV Entities agrees that, if either a Pre-Existing Digimarc Customer or a prospective licensing customer of the IV Entities requests [**], Digimarc and the IV Entities will negotiate and work together in good faith to consider such request; provided, however, that this provision shall not obligate either party to [**], at such partys discretion.
3. | PROCESS/STATEMENTS OF WORK |
3.1 ILG, on behalf of the IV Affiliates, may propose Work to be performed by means of one or more SOWs from time to time. The terms of each SOW shall be subject to mutual agreement between the parties, provided that the billing terms for Work falling within one of the categories set forth in subsection 2.2 above shall be subject to the provisions of subsection 2.2 that apply to such category. No SOW will be effective unless signed by both ILG and Digimarc.
3.2 Work performed under this Agreement will be related to factual, technical and legal analyses conducted by attorneys of ILG on behalf of the IV Entities and/or IV Affiliates, and all direction on Work should be taken only from attorneys of ILG. The Work undertaken by Digimarc shall be subject to attorney-client privilege on behalf of the applicable IV Affiliate, and additionally is part of and subject to ILGs attorney work product immunity from production and disclosure.
3.3 Except as otherwise agreed upon by the parties or specified in the SOW, Digimarc will perform the Work at Digimarcs office, using Digimarcs own equipment and supplies. Nothing in this Agreement will in any way be construed to characterize Digimarc or its employees as employees, representatives or agents of any of the IV Entities or IV Affiliates, except as expressly set forth in an SOW in which Digimarc is engaged as a licensing representative on behalf of one or more of the IV Entities or IV Affiliates.
Digimarc will indemnify and hold harmless the IV Entities, the IV Affiliates, and the directors, officers and employees of each of the IV Entities and IV Affiliates, from any losses, liabilities, damages, claims, payments, liens, judgments, demands, costs and expenses (including reasonable attorneys fees) arising out of (a) a determination by a court or agency that Digimarc or any of its employees or other agents are employees of any of the IV Entities or IV Affiliates; or (b) any breach of duty owed by Digimarc to a third party.
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3.4 Digimarc will use all reasonable efforts to avoid any legal or ethical conflict of interest in connection with its performance of the Work. In the event that Digimarc becomes aware of any such conflict of interest, Digimarc will immediately disclose the conflict to the IV Entities and will use commercially reasonable efforts to resolve the conflict to the IV Entities satisfaction.
3.5 Digimarc will, within ten (10) business days after receiving a request thereto from the IV Entities, provide a written progress report regarding Digimarcs performance of the Work to the IV Entities. Each such report shall be deemed to be Work Material.
3.6 Within the first calendar quarter following the Effective Date, and at least twice each calendar year, representatives of the IV Entities and Digimarc shall meet to discuss potential new SOWs that may be entered into during such calendar year. The IV Entities shall use commercially reasonable efforts to provide Digimarc with reasonable notice of any anticipated material changes in the Digimarc resources utilized to perform Work, and any cancellation of an SOW. Notwithstanding the preceding sentence, however, the IV Entities may direct Digimarc to cease its performance of the Work under any particular SOW upon ten (10) business days prior written notice. Unless prohibited by the IV Entities confidentiality obligations, such notice will specify the reasons for the direction to cease performance of the Work under the applicable SOW.
4. | PERSONNEL |
4.1 The personnel furnished by Digimarc to perform Work under each SOW will continue to be employees of Digimarc, and will not for any purpose be considered employees of the IV Entities or of any IV Affiliates. Digimarc will be solely responsible for the payment of the salaries of its employees and related matters (including the withholding or payment of all federal, state and local income and other payroll taxes), workers compensation, disability benefits and all additional legal requirements of like nature applicable to such personnel.
4.2 Digimarc agrees to use commercially reasonable efforts to make available such employees that may be requested by the IV Entities with reasonable notice for any particular SOW; provided that, except as provided below and in subsection 4.3, Digimarc ultimately retains sole authority in the assignment of its personnel in the performance of Work. Notwithstanding the preceding sentence, Digimarc may not remove key personnel identified as such for a particular SOW from performance of Work under such SOW after the parties have mutually agreed to such SOW without reasonable prior written notice to the IV Entities and the IV Entities prior written consent, except that the IV Entities prior written consent shall not be required if circumstances beyond Digimarcs reasonable control (but excluding conflicting demands or priorities within Digimarcs business) require that such key personnel be removed from performance of Work under such SOW. In the event of any such removal of key personnel by Digimarc, the IV Entities may elect, in their sole discretion, to either terminate the SOW, or to request particular replacement personnel (which requests Digimarc will use reasonable efforts to accommodate).
4.3 Notwithstanding the first sentence of subsection 4.2, the IV Entities may require the removal of any Digimarc personnel from the performance of Work during the course of performing under any SOW, provided that (i) the IV Entities provide Digimarc with five (5) business days prior notice specifying the reasons for the IV Entities desire to remove such personnel, and (ii) Digimarcs project manager for such SOW has been unable to resolve any specified problems to the IV Entities reasonable satisfaction.
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4.4 Digimarc agrees that it shall not subcontract the performance of any Work under this Agreement without the IV Entities prior written consent.
5. | PAYMENT, MINIMUM FEES, EXPENSES AND TAXES |
5.1 The IV Entities will pay Digimarc the compensation and any expenses set forth in the applicable SOW, subject to any limits set forth in such SOW. Except as otherwise set forth in the applicable SOW: (i) such compensation shall be billed at the hourly rates set forth on Exhibit B hereto (subject to modifications pursuant to subsection 5.2), and (ii) Digimarc will sign and submit Invoices to the representative of the IV Entities within thirty (30) calendar days after the end of each calendar month during the Term.
Each such Invoice shall detail (a) the Work performed during such month, (b) the fees accrued (if any) pursuant to the SOW during such month, and (c) the expenses incurred (if any) by Digimarc in such month for which Digimarc is entitled to reimbursement pursuant to the SOW; provided, however, that the IV Entities shall not reimburse Digimarc for any expenses in excess of $2,500 in the aggregate under any particular SOW except as set forth in the SOW or otherwise pre-approved by the IV Entities representative in writing and documented to the IV Entities reasonable satisfaction. Digimarc understands that Digimarc is otherwise expected to bear its own costs and expenses (including travel expenses) except as otherwise specified in the SOW or authorized in this paragraph.
Except as otherwise specified in the applicable SOW, the IV Entities shall pay all undisputed Invoices within thirty (30) days after the representative of the IV Entities receives such Invoices. In the event that the IV Entities fail to make payments more than sixty (60) days following receipt of an Invoice, upon the request of Digimarc, the IV Entities shall also pay interest on such overdue amount at a rate of [**]% per month (or part thereof), or at such lower rate as may be the maximum rate allowed under applicable law. All payments under this Agreement shall be in U.S. dollars.
5.2 The hourly rates set forth in Exhibit B will remain valid throughout the remainder of 2010. These hourly rates may be increased no more than once per calendar year, with any such increase to be effective on January 1 of such calendar year. Any such increase shall not exceed the lesser of (i) the rate of increase determined mutually by Digimarc and the IV Entities based on the report customarily used by Digimarc for average rates of wage and benefits inflation or deflation for similar project work, and (ii) five percent (5%) above the prior years rates.
5.3 Digimarc shall be responsible for any tax obligations arising from any payment made to Digimarc under this Agreement. Digimarc is obligated to report as gross receipts and revenue all compensation received by Digimarc pursuant to this Agreement.
5.4 The IV Entities intend to engage Digimarc for a volume of Work, and Digimarc shall be available to perform such Work as specified pursuant to the periodic meetings between the parties held in accordance with subsection 3.6 and otherwise upon reasonable advance notice from the IV Entities, at a cost run rate of at least $800,000 per twelve-month period following the Effective Date of this Agreement during the Required Term (defined in subsection 7.1) based on the billing rates set forth on Exhibit B (subject to adjustment as provided in subsection 5.2).
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The IV Entities shall pay Digimarc for Work performed by Digimarc under each SOW as provided in subsection 5.1; provided, however, that the IV Entities shall pay Digimarc a minimum payment (net of any amounts paid under Invoices during such calendar quarter) of $100,000 per calendar quarter at least ten (10) business days prior to the end of each of the first three calendar quarters per twelve month period during the Required Term.
In the event that the IV Entities have made payments under this Agreement of less than $800,000 during any twelve-month period during the Required Term, the IV Entities shall make a payment equal to $800,000, less the amount of all payments made under this Agreement during such twelve-month period (the Year-End Payment ), to Digimarc at least ten (10) business days prior to the end of such twelve-month period.
In the event that the IV Entities are required to make a Year-End Payment, then the IV Entities shall receive a credit for the amount of the Year-End Payment that may be applied towards the cost of Work to be performed by Digimarc during the next twelve-month period (or, with respect to a Year-End Period made during the fifth year of the Required Term, for the twelve-month period following the expiration of the Required Term); provided, however, that such credit shall not exceed $[**] for any given twelve-month period. To the extent that the IV Entities make payments under this Agreement in excess of $800,000 during any twelve-month period during the Required Term ( Excess Payments ), the $800,000 payment obligation during the immediately subsequent twelve-month period shall be reduced by the amount of such Excess Payments. All amounts paid by the IV Entities or by an IV Affiliate to Digimarc for any Work shall apply towards the minimum payment obligations provided for above.
In the event that Digimarc fails to comply with Section 6 with respect to Work provided hereunder, and Digimarc fails to remedy (in the IV Entities reasonable determination) the failure under this Agreement within the time period specified in Section 6, then the IV Entities will be entitled to a remedy as determined under subsection 12, where such remedy may include being relieved of all further obligations under this subsection 5.4. Unless terminated earlier under this subsection 5.4 or under Section 7, the IV Entities obligations under this subsection 5.4 will expire upon the earlier of (a) the date on which the cumulative total amount paid by the IV Entities and IV Affiliates to Digimarc pursuant to this Agreement exceeds Four Million Dollars ($4,000,000), or (b) the date that is five (5) years after the Effective Date (the Required Term ), notwithstanding any extension of the term of this Agreement.
6. | DIGIMARCS PERFORMANCE |
Digimarc (as an Entity) warrants that the Work provided under this Agreement will substantially conform to the Work described, and the requirements and procedures set forth, in the applicable SOW, and will be performed in a timely and professionally diligent manner by qualified personnel as measured against the customary industry standards for such Work. In the event the IV Entities are dissatisfied with any Work performed by Digimarc, the IV Entities may elect to provide written notice (which shall describe the nonconformity in reasonable detail) to Digimarc, in which case Digimarc shall have thirty (30) calendar days after receipt of such notice to correct the nonconformity and provide the revised Work Materials to the IV Entities.
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7. | TERM AND TERMINATION |
7.1 The term of this Agreement (the Term ) will commence on the Effective Date and will remain in effect for the term of the PLA, unless otherwise terminated in accordance with this Section 7 or unless the term of this Agreement is extended by mutual written agreement of the parties. In the event that the PLA is terminated, this Agreement shall automatically terminate concurrently with the termination of the PLA.
7.2 If either party breaches any of its material obligations under this Agreement (including without limitation Section 6) and fails to cure such breach within thirty (30) days after notice thereof from the non-breaching party, the non-breaching party will have the right to invoke arbitration under Section 12.2(a).
7.3 In the event of an Acquisition Transaction (as defined in the PLA) involving Digimarc, the IV Entities and Digimarc agree to negotiate in good faith regarding continuation of this Agreement, on the same or modified terms, following the completion of such Acquisition Transaction, provided that the continuation of this Agreement does not, in the reasonable determination of the IV Entities, present a business or legal conflict for the IV Entities.
7.4 In the event that the Patent License Agreement is terminated as a result of a material breach by Digimarc of such agreement, the IV Entities shall be entitled to terminate this Agreement without further obligation under subsection 5.4.
7.5 Upon termination or expiration of this Agreement, all rights and duties of the parties hereunder will cease, except that:
(a) In the case of early termination under subsection 7.2 of the work under subsection 2.2, the IV Entities will be obligated to pay all undisputed Invoices, in accordance with Section 5 above, for Work performed prior to termination; provided, however, that the IV Entities shall have no obligation to pay such outstanding amounts if the IV Entities terminate this Agreement pursuant to subsection 7.2 above for Digimarcs gross negligence or willful misconduct in the performance of the Work corresponding to the outstanding amounts.
(b) In the case of such early termination for any other reason, the IV Entities shall not be obligated to pay any of the remaining unpaid Minimum Fees notwithstanding any other provision of this Agreement.
(c) Sections 2.4, 8, 9, 10, 11 and 12 will survive any termination or expiration of this Agreement. Subsection 2.4 shall end on the termination or expiration of the Patent License Agreement.
8. | REPRESENTATIONS |
8.1 Digimarc represents and warrants to the IV Entities as follows:
(i) Digimarc is an independent entity, and Digimarcs personnel are not, and will not be deemed to be, employees or Counsel of any of the IV Entities or IV Affiliates.
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(ii) Except as otherwise specified in a SOW, Digimarc has the right to perform the Work at any place or location and at such times as Digimarc may determine. Digimarc is under no ethical or legal restrictions that would prohibit or restrict Digimarcs right, power and authority to perform the Work.
(iii) Digimarc is responsible for paying all ordinary and necessary expenses of its staff, including, without limitation, insurance premiums. Neither Digimarc nor Digimarcs staff will require any training from the IV Entities in the professional skills necessary to perform the Work.
8.2 Each party represents and warrants that it was represented by independent counsel in the creation of this Agreement.
9. | ATTORNEY-CLIENT RELATIONSHIP DISCLAIMER |
Nothing in this Agreement, or in any other agreement or understanding between the parties, affects the separate and independent representation of each party by its respective Counsel or creates an attorney-client relationship between the Counsel for a party (or any of that partys employees) and the other party to this Agreement.
The IV Entities acknowledge that Digimarcs in-house Counsel may not engage in the practice of law on behalf of an entity other than Digimarc and acknowledge that no activities under this Agreement, or under any other agreement or understanding between the parties, shall be deemed legal representation by Digimarc or Digimarcs in-house Counsel for the IV Entities.
Each party hereby grants the other party and its Counsel the right to communicate with persons represented by each partys Counsel.
10. | CONFIDENTIALITY |
10.1 In addition to the terms and conditions of the Reciprocal Non-Disclosure Agreement dated July 13, 2009, as amended (NDA), which shall continue to apply to the parties hereto, Digimarc will not, during or subsequent to the Term, use Confidential Information for any purpose whatsoever other than the performance of the Work, and will not disclose Confidential Information to any third party. Confidential Information will remain the sole property of the IV Entities and/or the IV Affiliates, as applicable. Digimarc will take reasonable precautions to prevent any unauthorized disclosure of Confidential Information. Digimarc will safeguard Confidential Information by not:
(a) disclosing to any third party in any way the results of any analysis prepared under this Agreement;
(b) marketing to any third party services to analyze any invention disclosures, patents, or patent applications that are analyzed or reviewed as part of the Work;
(c) preparing for any third party a defensive analysis of the patents reviewed as part of the Work;
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(d) using Confidential Information learned as part of the Work to guide Digimarcs or a third partys intellectual property development or enforcement strategies;
(e) disclosing to any standards setting organization any information learned as part of the Work;
(f) disclosing the IV Entities or IV Affiliates connections to any of the patents reviewed by Digimarc in connection with the Work or disclosed to Digimarc by the IV Entities or IV Affiliates; or
(g) disclosing or permitting disclosure of any Confidential Information to any of Digimarcs employees other than those that have a need to know in order to enable Digimarc to meet its obligations under the applicable SOW.
10.2 Digimarc will not improperly use or disclose to the IV Entities and the IV Affiliates any proprietary information or trade secrets of any former or current employer or other person or entity if Digimarc has an agreement or duty to keep such information confidential, and Digimarc will not bring onto the premises of the IV Entities or IV Affiliates any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. Digimarc will indemnify and hold harmless the IV Entities and IV Affiliates, their employees, executives, officers, representatives, agents, assigns, and their affiliates from and against all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs of suit, arising out of or in connection with any violation or claimed violation by Digimarc, the IV Entities or an IV Affiliate of such third partys rights.
10.3 Digimarcs confidentiality obligations under this Section 10 shall not apply to the extent that: (a) the representative for the IV Entities preapproves such disclosure in writing; (b) disclosures are made in confidence to Digimarcs legal counsel, accountants, banks and financing sources and their advisors solely in connection with complying with Digimarcs obligations under this Agreement; or (c) the Confidential Information to be disclosed has become publicly known through no wrongful act of Digimarc.
Notwithstanding the foregoing, in the event that Digimarc is required by law or a valid and effective subpoena or order issued by either a court of competent jurisdiction or a governmental body to disclose any of the Confidential Information, Digimarc shall promptly notify the IV Entities in writing of the existence, terms, and circumstances surrounding such required disclosure so that the IV Entities or IV Affiliates may seek a protective order or other appropriate relief from the proper authority. Digimarc shall cooperate with the IV Entities and/or the IV Affiliate(s), as applicable, in seeking such order or other relief. If Digimarc is nonetheless required to disclose the Confidential Information, Digimarc may furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that such Confidential Information will be treated confidentially to the fullest extent possible.
10.4 Upon the termination or expiration of this Agreement, or upon the IV Entities request, Digimarc will deliver to the IV Entities all of the IV Entities and/or IV Affiliates property relating to, and all tangible embodiments of, Confidential Information.
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11. | OWNERSHIP OF WORK MATERIAL/INTELLECTUAL PROPERTY RIGHTS |
11.1 Digimarc acknowledges and agrees that, except as otherwise explicitly set forth in the applicable SOW, all Work Material is the sole property of the IV Entities. To the fullest extent permitted under law, all Work Material will be deemed Work for Hire under the Copyright Act. To the extent any Work Material is not Work for Hire, Digimarc hereby does and will assign (or cause to be assigned) fully to the IV Entities all Work Material and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.
11.2 Except as otherwise explicitly set forth in the applicable SOW, for Work Material created by Group 2 Personnel in the course of Digimarcs performance of the Work, the IV Entities grant to Digimarc a fully paid-up, royalty-free, non-exclusive, irrevocable, nonsublicensable, nontransferable (except as set forth in subsection 12.8) right and license, without geographic limitation, to the Work Material in order (a) to make, have made, use, lease, sell (or license, in the case of software), offer to sell, import or export any Digimarc Product, (b) to conduct Digimarcs own research and development activities, and (c) to provide Digimarc Services to third parties.
11.3 Digimarc will sign, execute and acknowledge without cost, but at the expense of the IV Entities, such documents, and will perform such acts, as may be reasonably requested by the IV Entities to perfect the assignments set forth in subsection 11.1 above, or to obtain, enforce or defend intellectual property rights in any and all countries with respect to Work Material. Digimarc shall have no right to prosecute and maintain patent applications and patents worldwide with respect to the Work Material.
11.4 Upon the termination or expiration of this Agreement, or upon the IV Entities request, Digimarc will deliver to the IV Entities all Work Material in Digimarcs possession or control. For Work Material created by Group 2 Personnel in the course of Digimarcs performance of the Work, Digimarc shall also retain duplicates of the same.
12. | GENERAL |
12.1 Governing Law . This Agreement will be governed by the laws of the State of Washington as applied without reference to conflicts of laws principles to the contrary.
12.2 Dispute Resolution .
(a) Arbitration . Digimarc and the IV Entities agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement, or the making, interpretation, construction, performance or breach thereof, will be finally settled by binding arbitration in Seattle, Washington under the then current rules of Judicial Dispute Resolution by three (3) arbitrators appointed in accordance with such rules. Once the arbitrators issue written findings of fact and conclusions of law, the decision of the arbitrators will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrators decision in any court of competent jurisdiction (provided that the arbitrators issued written findings of fact and conclusions of law as provided above). Any provision of applicable law notwithstanding, no party will request, and the arbitrators will have no authority to award, punitive or exemplary damages against any party. The costs of the arbitration, including administrative and arbitrators fees, will be shared equally by the parties. Each party will bear the cost of its own attorneys fees and expert witness fees.
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(b) Injunctive Relief . Notwithstanding subsection 12.2(a) above, in addition to any other remedies available (including without limitation under subsection 12.2(a)), in the event of a breach of Sections 10 or 11, the nonbreaching party (or any IV Affiliate affected by the breach) will be entitled to seek injunctive relief in any court of competent jurisdiction. A breach of Sections 10 or 11 may cause the nonbreaching party and any IV Affiliate affected by the breach irreparable harm and they may have no adequate remedy at law. Therefore, the breaching party agrees that, in such an event, the nonbreaching party (and any IV Affiliate affected by the breach) would be entitled (in addition to any and all other remedies) to seek injunctive relief, specific performance, and other equitable remedies without proof of monetary damages or the inadequacy of other remedies.
12.3 Notices . Any notice will be given in writing at the address of each party set forth in the first paragraph of this Agreement, or to such other address as either party may substitute by written notice to the other in accordance with this subsection 12.3, and will be deemed given when delivered or, if delivery is not accomplished by reason or some fault of the addressee, when tendered.
12.4 Entire Agreement . This Agreement with its Exhibits, together with the CIA, PLA and the PRA, represent the entire agreement concerning the performance of the Work between Digimarc and the IV Entities and merges and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions. Neither of the parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein and/or in the CIA, PLA or PRA. No oral explanation or oral information by either party hereto will alter the meaning or interpretation of this Agreement. The terms and conditions of this Agreement will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any letter, email or other communication or other writing not expressly incorporated into this Agreement.
12.5 No Third Party Beneficiaries . This Agreement is not intended to confer any right or benefit on any third party (including, but not limited to, any employee or beneficiary of any party), and no action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement.
12.6 Amendments and Waivers . This Agreement may not be amended or modified except by an instrument in writing signed by authorized representatives of both parties. Waiver of any term or condition of this Agreement will only be effective if and to the extent documented in a writing signed by the party making or granting such waiver and will not be construed as a waiver of any subsequent breach or waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to enforce any provision hereof will not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
12.7 No Partnership . The parties hereto are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties. Digimarc has no right, power or authority (express or implied) to enter into contract or to create any duty or obligation binding upon the IV Entities or the IV Affiliates.
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12.8 Assignment . The payment obligation of IV under subsection 5.4 of this Agreement may not be assigned or transferred by Digimarc without the express written consent of the IV Entities, subject to the good faith obligation in subsection 7.3. Digimarc may not assign the remaining terms of this Agreement or its rights hereunder, including by operation of law, without the prior written consent of the IV Entities except in conjunction with an assignment by Digimarc of the Patent License Agreement and/or its rights thereunder that is permitted by subsection 11.3 of such Patent License Agreement.
The IV Entities may assign this Agreement or any or all of its rights and obligations hereunder to any IV Affiliate or to an unaffiliated third party that is managed and controlled by representatives of the IV Entities; provided , that such assignment shall not release the IV Entities from their payment obligations under this Agreement.
12.9 Severability . In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision, provided that no such severability will be effective if it materially changes the economic benefit of this Agreement to the IV Entities or Digimarc.
12.10 Counterparts . This Agreement may be executed in counterpart, each of which will be deemed an original, but both of which together will constitute one and the same instrument. Each party will execute and promptly deliver to the other parties a copy of this Agreement bearing an original signature. Prior to such delivery, in order to expedite the process of entering into this Agreement, the parties acknowledge that a Transmitted Copy of this Agreement will be deemed an original document. Transmitted Copy means a copy bearing a signature of a party that is reproduced or transmitted via email of a .pdf file, photocopy, facsimile, or other process of complete and accurate reproduction and transmission.
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
-13-
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
In witness whereof, intending to be legally bound, the parties have executed this Agreement as of the Effective Date.
DIGIMARC : | ||
Digimarc Corporation | ||
By: |
/s/ Bruce Davis |
|
Bruce Davis | ||
Chairman and CEO | ||
Date: October 5, 2010 | ||
THE IV ENTITIES : | ||
Invention Law Group, P.C. | ||
By: |
/s/ John Bove |
|
John Bove | ||
President | ||
Date: October 5, 2010 | ||
IV Digital Multimedia Inventions, LLC | ||
By: |
/s/ Vincent Pluvinage |
|
Vincent Pluvinage | ||
Authorized Person | ||
Date: October 5, 2010 |
[Signature Page to Work Agreement]
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
EXHIBIT A
STATEMENT OF WORK
<<TBD>>
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
CONFIDENTIAL TREATMENT REQUESTED BY DIGIMARC CORPORATION
EXHIBIT B*
Hourly Rates for 2010
Group 1 Personnel
Vice President, Intellectual Property $[**]
Chief Patent Counsel $[**]
Senior Intellectual Property Counsel $[**]
Senior Director, Licensing $[**]
Intellectual Property Counsel $[**]
Attorney $[**]
Senior Intellectual Property Paralegal $[**]
Paralegal $[**]
Group 2 Personnel
Position |
Cost | Rate | ||
Vice President |
$[**] | $[**] | ||
Founder/Inventor |
$[**] | $[**] | ||
Director |
$[**] | $[**] | ||
Program Manager |
$[**] | $[**] | ||
Engineering Manager |
$[**] | $[**] | ||
Engineer R&D |
$[**] | $[**] | ||
Engineer Hardware |
$[**] | $[**] | ||
Engineer Software |
$[**] | $[**] | ||
QA Manager |
$[**] | $[**] | ||
Engineer QA |
$[**] | $[**] | ||
Technical Writer |
$[**] | $[**] | ||
Product/Other |
$[**] | $[**] | ||
Technical Operator |
$[**] | $[**] |
* | Unless otherwise set forth in a written agreement signed by the parties, executive level assistance will [**] will be made reasonably available to assist for [**] in support of the Patent License Agreement. |
** | CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
Exhibit 31.1
DIGIMARC CORPORATION
CERTIFICATION
I, Bruce Davis, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Digimarc Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: April 28, 2016
By: |
/ S / B RUCE D AVIS |
|
Bruce Davis Chief Executive Officer |
Exhibit 31.2
DIGIMARC CORPORATION
CERTIFICATION
I, Charles Beck, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Digimarc Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: April 28, 2016
By: |
/ S / C HARLES B ECK |
|
C HARLES B ECK Chief Financial Officer |
Exhibit 32.1
DIGIMARC CORPORATION
CERTIFICATION
In connection with the periodic report of Digimarc Corporation (the Company) on Form 10-Q for the period ended March 31, 2016 as filed with the Securities and Exchange Commission (the Report), I, Bruce Davis, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the U.S. Code, that to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
This Certification has not been, and shall not be deemed, filed with the Securities and Exchange Commission.
Date: April 28, 2016
By: |
/ S / B RUCE D AVIS |
|
Bruce Davis Chief Executive Officer |
Exhibit 32.2
DIGIMARC CORPORATION
CERTIFICATION
In connection with the periodic report of Digimarc Corporation (the Company) on Form 10-Q for the period ended March 31, 2016 as filed with the Securities and Exchange Commission (the Report), I, Charles Beck, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the U.S. Code, that to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
This Certification has not been, and shall not be deemed, filed with the Securities and Exchange Commission.
Date: April 28, 2016
By: |
/ S / C HARLES B ECK |
|
C HARLES B ECK Chief Financial Officer |