Preview
FILED: NEW YORK COUNTY CLERK 02/09/2023
05/16/2022 05:14
06:19 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 60
3 RECEIVED NYSCEF: 02/09/2023
05/16/2022
Exhibit 2
FILED: NEW YORK COUNTY CLERK 02/09/2023
05/16/2022 05:14
06:19 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 60
3 RECEIVED NYSCEF: 02/09/2023
05/16/2022
LICENSING ADMINISTRATOR AGREEMENT REGARDING THE HEVC
STANDARD
12"'
This Agreement is made this day of May, 2014, by and among MPEG LA, L.L.C., a limited
liability company, having a principal place of business in Denver, Colorado, U.S.A. (the
"Licensing Administrator"), on the one hand,
AND EACH OF
Apple Inc., a corporation of California, U.S.A., having a principal place of business in Cupertino,
California, U.S.A. ("Apple"); Electronics and Telecommunications Research Institute (ETRI), a
corporation of Korea, having a principal place of business in Daejeon, Korea ("ETRI"); Fujitsu
Limited, a corporation of Japan, having a principal place of business in Kawasaki, Japan
("Fujitsu"); Hitachi Maxell, Ltd., a corporation of Japan, having a principal place of business in
Osaka, Japan ("Hitachi"); HUMAX Holdings Co., Ltd., a corporation of Korea, having a
principal place of business in Seongnam-si, Korea ("HUMAX Holdings"); Intellectual Discovery
Co. LTD., a corporation of Korea, having a principal place of business in Seoul, Korea
("Intellectual Discovery"); JVC KENWOOD Corporation, a corporation of Japan, having a
principal place of business in Yokohama, Japan ("JVC KENWOOD"); Korea Advanced Institute
of Science and Technology, a corporation of Korea, having a principal place of business in
Daejeon, Korea ("KAIST"); Korea Broadcasting System, a corporation of Korea, having a
principal place of business in Seoul, Korea ("KBS"); KT Corp, a corporation of Korea, having a
principal place of business in Seongnam, Korea ("KT"); M&K Holdings Inc., a corporation of
Korea, having a principal place of business in Seoul, Korea ("M&K"); NEC Corporation, a
corporation of Japan, having a principal place of business in Tokyo, Japan ("NEC");
NEWRACOM, Inc., a corporation of Delaware, U.S.A., having a principal place of business in
Irvine, California, U.S.A. ("NEWRACOM"); Nippon Hoso Kyokai, a corporation of Japan,
having a principal place of business in Tokyo, Japan ("NHK"); Nippon Telegraph and Telephone
Corporation, a corporation of Japan, having a principal place of business in Tokyo, Japan
("NTT"); NTT DOCOMO, INC., a corporation of Japan, having a principal place of business in
Tokyo, Japan ("NTT DOCOMO"); Orange SA, a corporation of France, having a principal place
of business in Paris, France ("Orange"); Samsung Electronics Co., Ltd., a corporation of Korea,
having a principal place of business in Seoul, Korea ("Samsung"); Siemens Corp., a corporation
of Delaware, U.S.A., having a principal place of business in Washington D.C., U.S.A.
("Siemens"); SK Telecom, a corporation of Korea, having a principal place of business in Seoul,
Korea ("SK Telecom"); Tagivan II, LLC, a limited liability company of Delaware, U.S.A.,
having a principal place of business in Chevy Chase, Maryland, US.A. ("Tagivan II"); The
Trustees of Columbia University in the City of New York, a not-for-profit corporation of New
York, U.S.A., having a principal place of business in New York City, New York, U.S.A.
("Columbia"); and Vidyo, Inc. a corporation of Delaware, U.S.A., having a principal place of
business in Hackensack, New Jersey, U.S.A. ("Vidyo");
NOW, THEREFORE, in reliance upon the representations, warranties and agreements made
herein and in consideration of the premises and mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
[1]
FILED: NEW YORK COUNTY CLERK 02/09/2023
05/16/2022 05:14
06:19 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 60
3 RECEIVED NYSCEF: 02/09/2023
05/16/2022
HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd)
1. DEFINITIONS
1.1 Administrative Committee - shall mean the Administrative Committee of the
Licensors constituted as set forth in, and acting in accordance with, the Agreement
Among Licensors.
1.2 Affiliate - shall mean a Legal which now or hereinafter or
Entity directly indirectly
controls, is controlled by, or is under common control with a party. For purposes of
this Section 1.2, control shall mean direct or beneficial ownership of more than fifty
percent (50%) of the outstanding shares representing the right to vote for directors or
other managing officers of such Legal Entity, or the power to directly or indirectly
instruct, appoint, or remove the party or parties who have the right to make
decisions for such entity. An entity shall be deemed an Affiliate only so long as
"control"
such exists.
1.3 Agreement Licensors - shall mean the Agreement Licensors
Among Among
Regarding the HEVC Standard, dated as of May 12, 2014 entered into by and
between each of the Licensors.
1.4 End User - shall mean natural person or which
any entity orders, sends, purchases,
retrieves, receives or is specifically sent an HEVC Product for their or its use,
whether alone or in combination with any other product, and not for re-Sale
1.5 Gross Collections - shall mean the total amount received the
by Licensing
Administrator as royalty payments pursuant to all HEVC Patent Portfolio Licenses.
Gross Collections shall not include, however, any sums paid out to the Licensing
Administrator under this Agreement or for any withholding taxes, sales or excise
taxes imposed by any duly constituted governmental authority, and Gross
Collections shall be reduced by the applicable amount of any refund to Licensees,
if any, made under any HEVC Patent Portfolio Licenses.
1.6 HEVC Codec - shall mean software and/or hardware that comprises one HEVC
Decoder and/or one HEVC Encoder. For avoidance of doubt, software or
hardware which includes more than one HEVC Decoder or more than one HEVC
Encoder shall be deemed to include more than one HEVC Codec.
1.7 HEVC - shall mean software and/or hardware that is capable of
Decoder(s)
converting a bitstream substantially in accordance with the HEVC Standard to
video samples.
1.8 HEVC - shall mean software and/or hardware that is capable of
Encoder(s)
converting video samples to a bitstream substantially in accordance with the
HEVC Standard.
1.9 HEVC Essential Patent - shall mean and all but such in
any claims, only claims,
a Patent which are necessarily infringed in connection with the use or
[2]
FILED: NEW YORK COUNTY CLERK 02/09/2023
05/16/2022 05:14
06:19 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 60
3 RECEIVED NYSCEF: 02/09/2023
05/16/2022
HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd)
implementation of the HEVC Standardunder the laws of the country which issued
or published the Patent.
1.10 HEVC Patent Portfolio - shall mean the portfolio of HEVC Essential Patents
which are initially identified in Attachment 1 to the HEVC Patent Portfolio
License, which portfolio may be supplemented or reduced from time to time in
accordance with the provisions of the HEVC Patent Portfolio License.
1.11 HEVC Patent Portfolio License - shall mean a standard nonexclusive
worldwide,
sublicense under all HEVC Patent Portfolio Patents, which sublicense shall
initially be identical in form to the sample sublicense attached hereto as
Attachment 1 and as such sublicense shall from time to time be amended as set
forth in the Agreement Among Licensors.
1.12 HEVC Patent Portfolio Patent - shall mean an HEVC Essential Patent under
which a Party has the right to grant a license or sublicense to a third party (without
payment to any other party which is not an Affiliate) with the right of such third
party to grant sublicenses, and which is included in the HEVC Patent Portfolio.
1.13 HEVC Product - shall mean an HEVC HEVC or HEVC
Decoder, Encoder,
Codec in whatever form or implementation, including software and/or hardware,
that is:
(a) contained in a product (such as a mobile phone, tablet, television, set-top
box, computer, digital/personal video recorder, optical disc player or
recorder, game console, software, etc.) Sold to an End User or offered for
Sale to an End User, or
(b) software Sold to an End User or offered for Sale to an End User that is
capable of being installed in a product (such as a mobile phone, tablet,
television, set-top box, computer, digital/personal videorecorder, optical disc
player or recorder, game console, software, etc.),
which product, or software capable of being installed in a product, bears the brand
name that Licensee owns or otherwise has the right (or apparent right) to use at
Licensee's discretion or bearing no brandname if the decision to do so is at the
discretion of Licensee. An HEVC Product includes only the software and/or
hardware that is substantially in accordance with the HEVC Standard and excludes
any other portion or segment of a product that is not substantially in accordance
with the HEVC Standard.
1.14 HEVC Product - shall mean an HEVC Product for which a royalty is
Royalty
payable to the Licensing Administrator under the HEVC Patent Portfolio License.
1.15 HEVC Standard - shall mean the visual standard defined in Version 1 of
ISO/IEC 23008-2 MPEG-H Part 2 and ITU-T Recommendation H.265.
As authorized in accordance with Section 6.3 of the Agreement Among Licensors,
the definition of HEVC Standard shall be considered amended for all purposes
[3]
FILED: NEW YORK COUNTY CLERK 02/09/2023
05/16/2022 05:14
06:19 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 60
3 RECEIVED NYSCEF: 02/09/2023
05/16/2022
HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd)
upon the posting of a new definition to the website of the Licensing Administrator,
http://www.mpegla.com ("Amended Definition"); provided, however, that no
Amended Definition shall reduce the scope of any definition of the HEVC
Standard immediately prior to the posting of the Amended Definition. Section
12.1 herein shall not apply to any Amended Definition.
1.16 HEVC Video - shall mean video or still picture encoded in
substantially
accordance with the HEVC Standard.
1.17 Legal - shall mean a corporation, limited
Entity liability company, partnership,
individual or other entity recognized by state, provincial or national law as having
the power to contract and to sue or be sued.
1.18 License - shall mean the license granted each Licensor to the
by Licensing
Administrator pursuant to the Agreement Among Licensors.
1.19 Licensee - shall mean Person that has entered into an HEVC Patent Portfolio
any
License with the Licensing Administrator.
1.20 Administrator - shall mean MPEG L.L.C. ("MPEG or
Licensing LA, LA"), any
successor thereof appointed pursuant to Section 3.4 of the Agreement Among
Licensors.
1.21 Licensors - shall mean those Parties which have
(individually Licensor)
executed the Agreement Among Licensors made as of May 12, 2014. A list of
such Parties shall be made available and kept current by the Licensing
Administrator.
1.22 Manager - shall mean Lawrence A. Horn or successor chief executive officer
any
of MPEG LA or any successor manager of the Licensing Administrator.
1.23 Original Parties - shall mean parties that sign the HEVC documents
licensing
prior to launch of the HEVC Patent Portfolio License including the following
companies: Apple, ETRI, Fujitsu, Hitachi, HUMAX Holdings, Intellectual
Discovery, JVC KENWOOD, KAIST, KBS, KT, M&K, NEC, NEWRACOM,
NHK, NTT, NTT DOCOMO, Orange, Samsung, Siemens, SK Telecom, Tagivan
II, Columbia, and Vidyo.
1.24 Parties - shall mean the Original Parties unless this
(individually Party)
Agreement expires or is terminated as to any of the foregoing pursuant to Section
11.1, 11.2 or 11.4 herein and shall include any other Legal Entity or Person that
may be added as a Licensor by amendment pursuant to Article 9 herein, or by an
assignment of this Agreement pursuant to Section 12.2 herein or shall mean any
person or entity which signs this Agreement.
1.25 Patent - shall mean issued patent
any (including reexaminations, reissues,
continuations, divisionals and continuations-in-part).
[4]
FILED: NEW YORK COUNTY CLERK 02/09/2023
05/16/2022 05:14
06:19 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 60
3 RECEIVED NYSCEF: 02/09/2023
05/16/2022
HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd)
1.26 Patent - shall mean independent Patent retained to
Consultant(s) expert(s)
determine whether a Patent is an HEVC Essential Patent.
1.27 Person - shall mean limited or general
any individual, corporation, partnership,
company, limited liability company, joint venture, association, trust, estate,
unincorporated organization, or any other entity having the power to sue or be sued
under any state, provincial or national law.
1.28 Sale - shall mean (regardless of whether for
(Sell) (Sold) (Seller) compensation)
any sale, rental, lease, license or other form of distribution by Licensee of an
HEVC Product, either directly or through a chain of distribution, to an End User.
A Sale shall be deemed to take place in the country in which title to the HEVC
Product passes to an End User or, at the election of the Licensing Administrator, in
the country in which the HEVC Product is received by an End User.
Notwithstanding anything in this Section 1.28 to the contrary, in the case where the
HEVC Product is software transmitted to an End User by download, the country of
Sale shall be the country in which the End User is located or at the election of the
Licensing Administrator, the country from which the HEVC Product is initially
transmitted.
1.29 Services - shall mean the functions and covenants to be
undertakings, tasks,
performed by the Licensing Administrator pursuant to Article 3 of this Agreement.
2. APPOINTMENT OF LICENSING ADMINISTRATOR; ACCEPTANCE
2.1 Appointment and Selection of the Licensing Administrator. Each of the
Licensors hereby appoints and selects MPEG LA, L.L.C. to be the Licensing
Administrator under this Agreement, to, among other things, perform the Services
during the term of this Agreement and in accordance with the terms and conditions
of this Agreement.
2.2 Acceptance of the Licensing Administrator. MPEG LA, L.L.C. hereby accepts
the appointment and selection as Licensing Administrator under this Agreement,
to, among other things, perform the Services during the term of this Agreement
and in accordance with the terms and conditions of this Agreement.
3. DUTIES AND OBLIGATIONS OF THE LICENSING ADMINISTRATOR
3.1 Identification of Potential Licensees. The Licensing Administrator shall use its
commercially reasonable best efforts to identify Persons who are either
implementing
Preview
FILED: NEW YORK COUNTY CLERK 02/09/2023 05/16/2022 05:14 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 60 3 RECEIVED NYSCEF: 02/09/2023 05/16/2022 Exhibit 2 FILED: NEW YORK COUNTY CLERK 02/09/2023 05/16/2022 05:14 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 60 3 RECEIVED NYSCEF: 02/09/2023 05/16/2022 LICENSING ADMINISTRATOR AGREEMENT REGARDING THE HEVC STANDARD 12"' This Agreement is made this day of May, 2014, by and among MPEG LA, L.L.C., a limited liability company, having a principal place of business in Denver, Colorado, U.S.A. (the "Licensing Administrator"), on the one hand, AND EACH OF Apple Inc., a corporation of California, U.S.A., having a principal place of business in Cupertino, California, U.S.A. ("Apple"); Electronics and Telecommunications Research Institute (ETRI), a corporation of Korea, having a principal place of business in Daejeon, Korea ("ETRI"); Fujitsu Limited, a corporation of Japan, having a principal place of business in Kawasaki, Japan ("Fujitsu"); Hitachi Maxell, Ltd., a corporation of Japan, having a principal place of business in Osaka, Japan ("Hitachi"); HUMAX Holdings Co., Ltd., a corporation of Korea, having a principal place of business in Seongnam-si, Korea ("HUMAX Holdings"); Intellectual Discovery Co. LTD., a corporation of Korea, having a principal place of business in Seoul, Korea ("Intellectual Discovery"); JVC KENWOOD Corporation, a corporation of Japan, having a principal place of business in Yokohama, Japan ("JVC KENWOOD"); Korea Advanced Institute of Science and Technology, a corporation of Korea, having a principal place of business in Daejeon, Korea ("KAIST"); Korea Broadcasting System, a corporation of Korea, having a principal place of business in Seoul, Korea ("KBS"); KT Corp, a corporation of Korea, having a principal place of business in Seongnam, Korea ("KT"); M&K Holdings Inc., a corporation of Korea, having a principal place of business in Seoul, Korea ("M&K"); NEC Corporation, a corporation of Japan, having a principal place of business in Tokyo, Japan ("NEC"); NEWRACOM, Inc., a corporation of Delaware, U.S.A., having a principal place of business in Irvine, California, U.S.A. ("NEWRACOM"); Nippon Hoso Kyokai, a corporation of Japan, having a principal place of business in Tokyo, Japan ("NHK"); Nippon Telegraph and Telephone Corporation, a corporation of Japan, having a principal place of business in Tokyo, Japan ("NTT"); NTT DOCOMO, INC., a corporation of Japan, having a principal place of business in Tokyo, Japan ("NTT DOCOMO"); Orange SA, a corporation of France, having a principal place of business in Paris, France ("Orange"); Samsung Electronics Co., Ltd., a corporation of Korea, having a principal place of business in Seoul, Korea ("Samsung"); Siemens Corp., a corporation of Delaware, U.S.A., having a principal place of business in Washington D.C., U.S.A. ("Siemens"); SK Telecom, a corporation of Korea, having a principal place of business in Seoul, Korea ("SK Telecom"); Tagivan II, LLC, a limited liability company of Delaware, U.S.A., having a principal place of business in Chevy Chase, Maryland, US.A. ("Tagivan II"); The Trustees of Columbia University in the City of New York, a not-for-profit corporation of New York, U.S.A., having a principal place of business in New York City, New York, U.S.A. ("Columbia"); and Vidyo, Inc. a corporation of Delaware, U.S.A., having a principal place of business in Hackensack, New Jersey, U.S.A. ("Vidyo"); NOW, THEREFORE, in reliance upon the representations, warranties and agreements made herein and in consideration of the premises and mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: [1] FILED: NEW YORK COUNTY CLERK 02/09/2023 05/16/2022 05:14 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 60 3 RECEIVED NYSCEF: 02/09/2023 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) 1. DEFINITIONS 1.1 Administrative Committee - shall mean the Administrative Committee of the Licensors constituted as set forth in, and acting in accordance with, the Agreement Among Licensors. 1.2 Affiliate - shall mean a Legal which now or hereinafter or Entity directly indirectly controls, is controlled by, or is under common control with a party. For purposes of this Section 1.2, control shall mean direct or beneficial ownership of more than fifty percent (50%) of the outstanding shares representing the right to vote for directors or other managing officers of such Legal Entity, or the power to directly or indirectly instruct, appoint, or remove the party or parties who have the right to make decisions for such entity. An entity shall be deemed an Affiliate only so long as "control" such exists. 1.3 Agreement Licensors - shall mean the Agreement Licensors Among Among Regarding the HEVC Standard, dated as of May 12, 2014 entered into by and between each of the Licensors. 1.4 End User - shall mean natural person or which any entity orders, sends, purchases, retrieves, receives or is specifically sent an HEVC Product for their or its use, whether alone or in combination with any other product, and not for re-Sale 1.5 Gross Collections - shall mean the total amount received the by Licensing Administrator as royalty payments pursuant to all HEVC Patent Portfolio Licenses. Gross Collections shall not include, however, any sums paid out to the Licensing Administrator under this Agreement or for any withholding taxes, sales or excise taxes imposed by any duly constituted governmental authority, and Gross Collections shall be reduced by the applicable amount of any refund to Licensees, if any, made under any HEVC Patent Portfolio Licenses. 1.6 HEVC Codec - shall mean software and/or hardware that comprises one HEVC Decoder and/or one HEVC Encoder. For avoidance of doubt, software or hardware which includes more than one HEVC Decoder or more than one HEVC Encoder shall be deemed to include more than one HEVC Codec. 1.7 HEVC - shall mean software and/or hardware that is capable of Decoder(s) converting a bitstream substantially in accordance with the HEVC Standard to video samples. 1.8 HEVC - shall mean software and/or hardware that is capable of Encoder(s) converting video samples to a bitstream substantially in accordance with the HEVC Standard. 1.9 HEVC Essential Patent - shall mean and all but such in any claims, only claims, a Patent which are necessarily infringed in connection with the use or [2] FILED: NEW YORK COUNTY CLERK 02/09/2023 05/16/2022 05:14 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 60 3 RECEIVED NYSCEF: 02/09/2023 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) implementation of the HEVC Standardunder the laws of the country which issued or published the Patent. 1.10 HEVC Patent Portfolio - shall mean the portfolio of HEVC Essential Patents which are initially identified in Attachment 1 to the HEVC Patent Portfolio License, which portfolio may be supplemented or reduced from time to time in accordance with the provisions of the HEVC Patent Portfolio License. 1.11 HEVC Patent Portfolio License - shall mean a standard nonexclusive worldwide, sublicense under all HEVC Patent Portfolio Patents, which sublicense shall initially be identical in form to the sample sublicense attached hereto as Attachment 1 and as such sublicense shall from time to time be amended as set forth in the Agreement Among Licensors. 1.12 HEVC Patent Portfolio Patent - shall mean an HEVC Essential Patent under which a Party has the right to grant a license or sublicense to a third party (without payment to any other party which is not an Affiliate) with the right of such third party to grant sublicenses, and which is included in the HEVC Patent Portfolio. 1.13 HEVC Product - shall mean an HEVC HEVC or HEVC Decoder, Encoder, Codec in whatever form or implementation, including software and/or hardware, that is: (a) contained in a product (such as a mobile phone, tablet, television, set-top box, computer, digital/personal video recorder, optical disc player or recorder, game console, software, etc.) Sold to an End User or offered for Sale to an End User, or (b) software Sold to an End User or offered for Sale to an End User that is capable of being installed in a product (such as a mobile phone, tablet, television, set-top box, computer, digital/personal videorecorder, optical disc player or recorder, game console, software, etc.), which product, or software capable of being installed in a product, bears the brand name that Licensee owns or otherwise has the right (or apparent right) to use at Licensee's discretion or bearing no brandname if the decision to do so is at the discretion of Licensee. An HEVC Product includes only the software and/or hardware that is substantially in accordance with the HEVC Standard and excludes any other portion or segment of a product that is not substantially in accordance with the HEVC Standard. 1.14 HEVC Product - shall mean an HEVC Product for which a royalty is Royalty payable to the Licensing Administrator under the HEVC Patent Portfolio License. 1.15 HEVC Standard - shall mean the visual standard defined in Version 1 of ISO/IEC 23008-2 MPEG-H Part 2 and ITU-T Recommendation H.265. As authorized in accordance with Section 6.3 of the Agreement Among Licensors, the definition of HEVC Standard shall be considered amended for all purposes [3] FILED: NEW YORK COUNTY CLERK 02/09/2023 05/16/2022 05:14 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 60 3 RECEIVED NYSCEF: 02/09/2023 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) upon the posting of a new definition to the website of the Licensing Administrator, http://www.mpegla.com ("Amended Definition"); provided, however, that no Amended Definition shall reduce the scope of any definition of the HEVC Standard immediately prior to the posting of the Amended Definition. Section 12.1 herein shall not apply to any Amended Definition. 1.16 HEVC Video - shall mean video or still picture encoded in substantially accordance with the HEVC Standard. 1.17 Legal - shall mean a corporation, limited Entity liability company, partnership, individual or other entity recognized by state, provincial or national law as having the power to contract and to sue or be sued. 1.18 License - shall mean the license granted each Licensor to the by Licensing Administrator pursuant to the Agreement Among Licensors. 1.19 Licensee - shall mean Person that has entered into an HEVC Patent Portfolio any License with the Licensing Administrator. 1.20 Administrator - shall mean MPEG L.L.C. ("MPEG or Licensing LA, LA"), any successor thereof appointed pursuant to Section 3.4 of the Agreement Among Licensors. 1.21 Licensors - shall mean those Parties which have (individually Licensor) executed the Agreement Among Licensors made as of May 12, 2014. A list of such Parties shall be made available and kept current by the Licensing Administrator. 1.22 Manager - shall mean Lawrence A. Horn or successor chief executive officer any of MPEG LA or any successor manager of the Licensing Administrator. 1.23 Original Parties - shall mean parties that sign the HEVC documents licensing prior to launch of the HEVC Patent Portfolio License including the following companies: Apple, ETRI, Fujitsu, Hitachi, HUMAX Holdings, Intellectual Discovery, JVC KENWOOD, KAIST, KBS, KT, M&K, NEC, NEWRACOM, NHK, NTT, NTT DOCOMO, Orange, Samsung, Siemens, SK Telecom, Tagivan II, Columbia, and Vidyo. 1.24 Parties - shall mean the Original Parties unless this (individually Party) Agreement expires or is terminated as to any of the foregoing pursuant to Section 11.1, 11.2 or 11.4 herein and shall include any other Legal Entity or Person that may be added as a Licensor by amendment pursuant to Article 9 herein, or by an assignment of this Agreement pursuant to Section 12.2 herein or shall mean any person or entity which signs this Agreement. 1.25 Patent - shall mean issued patent any (including reexaminations, reissues, continuations, divisionals and continuations-in-part). [4] FILED: NEW YORK COUNTY CLERK 02/09/2023 05/16/2022 05:14 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 60 3 RECEIVED NYSCEF: 02/09/2023 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) 1.26 Patent - shall mean independent Patent retained to Consultant(s) expert(s) determine whether a Patent is an HEVC Essential Patent. 1.27 Person - shall mean limited or general any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, estate, unincorporated organization, or any other entity having the power to sue or be sued under any state, provincial or national law. 1.28 Sale - shall mean (regardless of whether for (Sell) (Sold) (Seller) compensation) any sale, rental, lease, license or other form of distribution by Licensee of an HEVC Product, either directly or through a chain of distribution, to an End User. A Sale shall be deemed to take place in the country in which title to the HEVC Product passes to an End User or, at the election of the Licensing Administrator, in the country in which the HEVC Product is received by an End User. Notwithstanding anything in this Section 1.28 to the contrary, in the case where the HEVC Product is software transmitted to an End User by download, the country of Sale shall be the country in which the End User is located or at the election of the Licensing Administrator, the country from which the HEVC Product is initially transmitted. 1.29 Services - shall mean the functions and covenants to be undertakings, tasks, performed by the Licensing Administrator pursuant to Article 3 of this Agreement. 2. APPOINTMENT OF LICENSING ADMINISTRATOR; ACCEPTANCE 2.1 Appointment and Selection of the Licensing Administrator. Each of the Licensors hereby appoints and selects MPEG LA, L.L.C. to be the Licensing Administrator under this Agreement, to, among other things, perform the Services during the term of this Agreement and in accordance with the terms and conditions of this Agreement. 2.2 Acceptance of the Licensing Administrator. MPEG LA, L.L.C. hereby accepts the appointment and selection as Licensing Administrator under this Agreement, to, among other things, perform the Services during the term of this Agreement and in accordance with the terms and conditions of this Agreement. 3. DUTIES AND OBLIGATIONS OF THE LICENSING ADMINISTRATOR 3.1 Identification of Potential Licensees. The Licensing Administrator shall use its commercially reasonable best efforts to identify Persons who are either implementing