TECHNOLOGY TRANSFER AND ROYALTY AGREEMENT
This Technology Transfer and Royalty Agreement (this "Agreement") is entered into by and between Macrovision
Corporation, a California corporation
("Macrovision") and Command Audio Corporation, a California corporation ("CAC")
effective as of July 31, 1996.
A. Macrovision desires to waive and release certain rights of reversion it has pursuant to a certain Assignment of
Inventions dated as of November 17, 1995, and to transfer to CAC all rights in certain technology.
B. In consideration for the foregoing, CAC is willing to pay Macrovision certain royalties, all as set forth more
NOW THEREFORE, the parties agree as follows:
1. CERTAIN DEFINITIONS.
(a) "Assignment" means that certain Assignment of Inventions dated as of November 17, 1995.
(b) "Gross Revenues" means one hundred percent (100%) of all amounts accrued by CAC, its subsidiaries and
its affiliates, as revenues, under generally accepted accounting principles consistently applied, from all sources
whatsoever worldwide, including without limitation revenues from sales of property, whether real, personal,
tangible or intangible, from sales of services, and from leases and licenses of property rights of every kind, but
shall not include any amounts received for sales, use or other transaction taxes, duties or shipping costs.
(c) "Reversion Rights" means those rights of reversion provided to Macrovision in the Assignment.
(d) "Royalty Term" means the forty-eight (48) consecutive calendar quarters, commencing with the first calendar
quarter after the date of this Agreement in which CAC has operating revenues from commercial subscriptions,
advertising sales and/or consumer product royalties or, at the election of Macrovision, any calendar quarter prior
(e) "Technology" means all technology developed by Macrovision during the period beginning on the date of the
Assignment and ending on the date hereof, which relates directly to the inventions assigne