Docstoc

Trademark License - OPENTV CORP - 11-19-1999

Document Sample
Trademark License - OPENTV CORP - 11-19-1999 Powered By Docstoc
					Exhibit 10.5 TRADEMARK LICENSE This Trademark License (the "License") is entered into this 20th day of March, 1998 (the "Effective Date") between Sun Microsystems, Inc., acting by and through its JavaSoft business unit ("Sun") with its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 and OpenTV, Inc., a Delaware corporation with a principal place of business at 3401-A Hillview Avenue, Palo Alto, CA 94304-1320 ("Licensee"). This License is executed concurrently with, or subsequent to, the execution of a Technology License and Distribution Agreement ("TLDA") between Sun and Licensee, attached hereto. The terms and conditions of this License shall supersede any inconsistent or conflicting terms and conditions in the TLDA. Capitalized terms not defined herein shall have the meaning specified in the TLDA. NOW THEREFORE, Sun and Licensee enter into this License on the following terms. 1.0 DEFINITIONS. 1.1 "Java Trademarks" means the Sun trademarks: Java, Java Compatible, the Java Compatible logo, the Java Authorized Licensee logo, Java Powered, the Java Powered logo, the Coffee Cup logo, Sun and the Sun logo(s), and all of Sun's other Java-based trademarks, whether now in use or adopted in the future. 1.2 "Java Trademark Guidelines" means the usage guidelines provided by Sun, the trademark guidelines located at http://java.sun.com/trademarks.html and the Sun Trademark and Logo Policies, as may be revised by Sun during the Term, and which are incorporated by reference into this License. 1.3 "Compatibility Logo(s)" means the particular Java Trademark(s) specified in Exhibit C of the TLDA to be used by Licensee to indicate that Products implementing a Technology meet the applicable compatibility requirements specified in the TLDA. Sun shall provide Licensee access to the Compatibility Logo(s) and instructions for use via Sun's designated web site upon execution of this License. Sun may revise the compatibility Logo(s) from time to time during the Term. 1.4 "Java Authorized Licensee logo or (JLL)" means the Coffee Cup logo with the words "Java Authorized Licensee" which Sun makes makes available for non-Product use pursuant to the terms of this License. 1.5 "Java Logo(s)" means collectively the Compatibility Logo(s) and Java Authorized Licensee logo. 1.6 "OEM Products(s)" means value added products(s) of an OEM customer of Licensee which integrate a Product while maintaining compatibility as required in this License. 1.7 "Term" means the term of this License as specified in Section 6.1. 2.0 TRADEMARKS. 2.1 Trademark License. Subject to the terms and conditions of this License, Sun grants to Licensee a worldwide, non-exclusive, non-transferable, personal, royalty-free license to: a: Compatibility Logo(s): use the Compatibility Logo(s) only in connection with each Product that fully meets the requirements of Section 2.6 below; b: Java Authorized Licensee logo: use the Java Authorized Licensee logo on marketing material, tradeshows and collateral, whether or not in connection with a specific Licensee Product, to advertise that Licensee is a current TLDA licensee provided that the Java Authorized Licensee logo may not be used on any Product (including media or electronic versions), Product packaging or Product documentation; and 1

c. Licensee is granted no other right, title, interest or license to the Java Logo(s), any other Java Trademarks or any other Sun trademark for any purpose, and is specifically granted no right to sublicense the Java Logo(s), or any other Sun trademarks, except as provided in Section 2.8. 2.2 Territory Reduction. Sun may notify the license grant specified in Section 2.1 above to eliminate any country or jurisdiction from this License if Sun determines, in its sole judgment, that use or continued use of the Java Logo (s) in such country or jurisdiction may subject Sun or any third party to legal liability, or may jeopardize Sun's rights in the Java Logo(s), any other Java Trademarks or any other Sun trademark in that or any other country or jurisdiction. In such event, and upon written notice from Sun, Licensee shall promptly cease all use of the Java Logo(s) in such country or jurisdiction. 2.3 Recordal Notice. Licensee shall use commercially reasonable efforts to provide Sun with written notice prior to shipping any Product into or using a Java logo in one of the following countries: Israel, South Korea, Liberia, the People's Republic of China and the Republic of China (Taiwan); but in no event later than twenty days after actual shipment of the Product into such countries. Sun may amend this list of countries at any time by written notice to Licensee. 2.4 Ownership of Java Trademarks. Licensee acknowledges and agrees that Sun is the sole owner worldwide of the Java trademarks and all associated goodwill. Licensee shall not (i) do anything that might harm the reputation or goodwill of the Java Logo(s) or the other Java Trademarks; (ii) take any action inconsistent with Sun's ownership of the Java Logo(s) or the other Java Trademarks; or (iii) challenge Sun's rights in or attempt to register the Java Logo(s) or the other Java Trademarks or any mark or logo substantially similar thereto. Licensee's use of the Java Logo(s) inures solely to Sun's benefit. If at any time, Licensee acquires any rights in, or trademark registrations or applications for, the Java Logo(s) or any other Java Trademarks by operation of law or otherwise in any country or jurisdiction, Licensee will immediately upon request by Sun and at no expense to Sun, assign such rights, registrations, or applications to Sun, along with any and all associated goodwill. 2.5 Further Assurances. Licensee shall assist Sun to the extent reasonably necessary to protect and maintain the Java Logo(s) worldwide, including, but not limited to, giving prompt notice to Sun of any known or potential infringement of the Java Logo(s), and cooperating with Sun in preparing and executing any documents necessary to register the Java Logo(s) or to record this trademark license, or any other document concerning the license grant, as may be required by the laws or rules of any country or jurisdiction. In its sole discretion, Sun may commence, prosecute or defend any action or claim concerning the Java Logo(s). Sun shall have the right to control any such litigation, and Licensee shall fully cooperate with Sun in any such litigation, including the satisfaction of procedural requirements necessary to bring such litigation in a particular country or jurisdiction. Sun shall reimburse Licensee for the reasonable costs associated with providing such assistance, except to the extent that any such costs result from Licensee's breach of this License. Licensee shall not commence any action regarding the Java Logo(s), without Sun's prior written consent which Sun may withhold in its sole discretion. 2.6 Quality Standards. a. Certification and Audit. This License applies only to versions of Products that have successfully passed the applicable Java Test Suites, and which otherwise fully comply with all other compatibility requirements of the TLDA for a particular Technology. Upon thirty (30) days written notice by Sun no more than two (2) times per calendar year, Licensee shall permit Sun or its authorized representative to inspect and test any Product with which the Compatibility Logo is used to ensure that such Product meets the compatibility requirements of the TLDA. b. Reputation and Industry Standards. Licensee shall maintain the quality of the Product or service on or in connection with which it uses the Java Logo(s) in a manner consistent with all terms,

conditions and requirements set forth in this License and at a level that meets or exceeds Licensee's overall reputation for quality and that is at least commensurate with industry standards. 2.7 Java Logo Usage, Location and Attribution. a. Usage. Licensee shall use the Java Logo(s) in the exact form provided by Sun, and only in accordance with the Java Trademark Guidelines. Whenever Licensee displays a Java Logo, Licensee shall display it in a size and style

c. Licensee is granted no other right, title, interest or license to the Java Logo(s), any other Java Trademarks or any other Sun trademark for any purpose, and is specifically granted no right to sublicense the Java Logo(s), or any other Sun trademarks, except as provided in Section 2.8. 2.2 Territory Reduction. Sun may notify the license grant specified in Section 2.1 above to eliminate any country or jurisdiction from this License if Sun determines, in its sole judgment, that use or continued use of the Java Logo (s) in such country or jurisdiction may subject Sun or any third party to legal liability, or may jeopardize Sun's rights in the Java Logo(s), any other Java Trademarks or any other Sun trademark in that or any other country or jurisdiction. In such event, and upon written notice from Sun, Licensee shall promptly cease all use of the Java Logo(s) in such country or jurisdiction. 2.3 Recordal Notice. Licensee shall use commercially reasonable efforts to provide Sun with written notice prior to shipping any Product into or using a Java logo in one of the following countries: Israel, South Korea, Liberia, the People's Republic of China and the Republic of China (Taiwan); but in no event later than twenty days after actual shipment of the Product into such countries. Sun may amend this list of countries at any time by written notice to Licensee. 2.4 Ownership of Java Trademarks. Licensee acknowledges and agrees that Sun is the sole owner worldwide of the Java trademarks and all associated goodwill. Licensee shall not (i) do anything that might harm the reputation or goodwill of the Java Logo(s) or the other Java Trademarks; (ii) take any action inconsistent with Sun's ownership of the Java Logo(s) or the other Java Trademarks; or (iii) challenge Sun's rights in or attempt to register the Java Logo(s) or the other Java Trademarks or any mark or logo substantially similar thereto. Licensee's use of the Java Logo(s) inures solely to Sun's benefit. If at any time, Licensee acquires any rights in, or trademark registrations or applications for, the Java Logo(s) or any other Java Trademarks by operation of law or otherwise in any country or jurisdiction, Licensee will immediately upon request by Sun and at no expense to Sun, assign such rights, registrations, or applications to Sun, along with any and all associated goodwill. 2.5 Further Assurances. Licensee shall assist Sun to the extent reasonably necessary to protect and maintain the Java Logo(s) worldwide, including, but not limited to, giving prompt notice to Sun of any known or potential infringement of the Java Logo(s), and cooperating with Sun in preparing and executing any documents necessary to register the Java Logo(s) or to record this trademark license, or any other document concerning the license grant, as may be required by the laws or rules of any country or jurisdiction. In its sole discretion, Sun may commence, prosecute or defend any action or claim concerning the Java Logo(s). Sun shall have the right to control any such litigation, and Licensee shall fully cooperate with Sun in any such litigation, including the satisfaction of procedural requirements necessary to bring such litigation in a particular country or jurisdiction. Sun shall reimburse Licensee for the reasonable costs associated with providing such assistance, except to the extent that any such costs result from Licensee's breach of this License. Licensee shall not commence any action regarding the Java Logo(s), without Sun's prior written consent which Sun may withhold in its sole discretion. 2.6 Quality Standards. a. Certification and Audit. This License applies only to versions of Products that have successfully passed the applicable Java Test Suites, and which otherwise fully comply with all other compatibility requirements of the TLDA for a particular Technology. Upon thirty (30) days written notice by Sun no more than two (2) times per calendar year, Licensee shall permit Sun or its authorized representative to inspect and test any Product with which the Compatibility Logo is used to ensure that such Product meets the compatibility requirements of the TLDA. b. Reputation and Industry Standards. Licensee shall maintain the quality of the Product or service on or in connection with which it uses the Java Logo(s) in a manner consistent with all terms,

conditions and requirements set forth in this License and at a level that meets or exceeds Licensee's overall reputation for quality and that is at least commensurate with industry standards. 2.7 Java Logo Usage, Location and Attribution. a. Usage. Licensee shall use the Java Logo(s) in the exact form provided by Sun, and only in accordance with the Java Trademark Guidelines. Whenever Licensee displays a Java Logo, Licensee shall display it in a size and style

conditions and requirements set forth in this License and at a level that meets or exceeds Licensee's overall reputation for quality and that is at least commensurate with industry standards. 2.7 Java Logo Usage, Location and Attribution. a. Usage. Licensee shall use the Java Logo(s) in the exact form provided by Sun, and only in accordance with the Java Trademark Guidelines. Whenever Licensee displays a Java Logo, Licensee shall display it in a size and style less prominent than, and separate from, Licensee's own name, marks or logos; accompanied by a "TM" symbol; and not in combination with any other name, mark or logo. b. Location. Licensee shall display the Compatibility Logo(s): (i) for tangible Product media: on external Product packaging, on the accompanying documentation and the media containing the Product (disk, CD-ROM, tape etc.); (ii) for on-line versions of the Product: on web pages featuring information about the Product in GIF images that point to the current Sun Java Page (http:// java.sun.com) via hypertext link; (iii) for both tangible media and online versions of the Product, on splash screens appearing upon launch of the Product and in general Product information screens (e.g., "About", "Help", "Info"); and (iv) on tangible marketing collateral featuring the Product, including advertisements and datasheets. c. Evidence of Use. Licensee shall use reasonable efforts within thirty (30) days following the FCS of each Product, or in any event upon written request by Sun, to provide Sun, at no charge to Sun with one copy of such Product's packaging and the date with accompanying evidence of the Product's FCS release. d. Product Preparation. Licensee may begin use of the Compatibility Logo(s) in advance of FCS of a Licensee Product to begin production packaging and preparation, however Licensee may not distribute Product with the Compatibility Logo(s) without otherwise complying with the terms of this License, including but not limited to, the compatibility requirements set forth in Section 2.6 above. e. Attribution. Licensee shall legibly display the following trademark legend on all materials in or on which Licensee displays the Java Logo(s): "Java, and all Java-based trademarks and logos are trademarks or registered trademarks of Sun Microsystems, Inc. in the U.S. and other countries." 2.8 OEM Product Branding. To the extent that customers of Licensee who distribute OEM Products desire to utilize the Compatibility Logo(s), Sun will enter into a separate trademark license agreement with such customers of Licensee provided that: a. Licensee provides direct support to its sublicensees to facilite compatibility testing of the OEM Products; b. such OEM Products pass the applicable Java Test Suites prior to distribution; and c. Sun may require that OEM Products be tested for compatibility by a third party test facility designated by Sun at the sublicensee's expense. 3.0 DISCLAIMER OF WARRANTY. Sun licenses the Java Logo(s) to Licensee on an "AS IS" basis. SUN MAKE NO WARRANTIES OF ANY KIND RESPECTING THE JAVA LOGO(S), INCLUDING THE VALIDITY OF SUN'S RIGHTS IN THE JAVA LOGO(S) IN any COUNTRY OR JURISDICTION, AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE JAVA LOGO(S) ARE HEREBY DISCLAIMED. 4.0 LIMITED INDEMNITY.

4.1 In the event Licensee receives a claim of infringement with respect to the Java Logo(s) in any country or jurisdiction, Sun shall at its election, and as Licensee's sole and exclusive remedy, either: (i) release Licensee from

4.1 In the event Licensee receives a claim of infringement with respect to the Java Logo(s) in any country or jurisdiction, Sun shall at its election, and as Licensee's sole and exclusive remedy, either: (i) release Licensee from further obligation to include the Compatibility Logo on Products distributed in such country or jurisdiction until such claim is satisfactorily resolved, or (ii) defend and indemnify Licensee with respect to such claim and pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Sun, attributable to such claim, provided that Licensee: (a) provides notice of the claim promptly to Sun; (b) gives Sun sole control of the defense and settlement of the claim; (c) provides to Sun, at Sun's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Sun's prior written consent. 4.2 THIS SECTION 4 STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO THE JAVA LOGO (S). SUN SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR DISTRIBUTION OF PRODUCTS OR JAVA LOGO(S). 5.0 LIMITATION OF LIABILITY. Except for the express undertaking to indemnify provided in Section 4 and/or breach of Sections 2.6 2.7 or 2.8: a. Each party's liability to the other for claims relating to this License, whether for breach or in tort, shall be limited to the license fees paid by Licensee under the TLDA. b. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS LICENSE (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILTIY, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. FURTHER, LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS LICENSE FAIL OF THEIR ESSENTIAL PURPOSE. The provisions of this Section 5.0 allocate the risks under this License between Sun and Licensee and the parties have relied upon the limitations set forth herein in determining whether to enter ito this License. 6.0 TERM AND TERMINATION. 6.1 Term. This License shall begin on the Effective Date and continue until Licensee is no longer authorized to distribute Products pursuant to the TLDA, unless earlier terminated. Termination is permitted either for breach of this License or the TLDA (a) upon thirty (30) days written notice to the other party and an opportunity to cure within such thirty (30) day period, or (b) immediatelY upon notice if such breach, by its nature, cannot be remedied. 6.2 Effect of Termination. Upon termination of this License, Licensee shall promptly cease use, display and distribution of all Products and materials containing the Java Logo(s). All rights and licenses granted to Licensee shall terminate upon such termination. 6.3 No Liability for Expiration or Lawful Termination. Neither party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for goodwill or otherwise made in connection with the business contemplated by this License, due to the expiration or permitted or lawful termination of this License. EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL BREACH OF THIS LICENSE. 6.4 No Waiver. The failure of either party to enforce any provision of this License shall not be deemed a waiver of that provision. The rights of Sun under this Section 6.0 are in addition to any other rights and remedies permitted by law or under this License. 6.5 Survival. The parties' rights and obligations under Sections 2.5,4.0,5.0,6.3,6.4,6.5,6.6,7.0 shall survive

termination of this License. 4 6.6 Irreparable Harm. Notwithstanding the limitation of liability set forth in Section 5.0 above, the parties acknowledge that a breach of Section 2.0 would cause irreparable harm, the extent of which would be difficult to ascertain. Accordingly, they agree that, in addition to any other legal remedies to which a non-breaching party might be entitled, such party may obtain immediate injunctive relief in the event of a breach of the provisions of such Sections. 7.0 MISCELLANEOUS. 7.1 Notices. All written notices required by this License must ve delivered in person or by means evidenced by a delivery receipt and will be effective upon receipt by the persons at the addresses specified below.
Sun Sun Microsystems, Inc. 901 San Antonio Road Palo Alto, California 94303 Attn.: JavaSoft Vice President, Sales cc: JavaSoft Legal Department Licensee OpenTV, Inc., 3401-A-Hillview Avenue, Palo Alto, CA 94304-1320 Attn.: Vice President Business Development cc: Legal Department

7.2 Partial Invalidity. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived or amended to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Sun's opinion deletion or amendment of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liailities of Sun or its licensors, Sun reserves the right to terminate the License. 7.3 Language. This License is the English language only, which language shall be controlling in all respects, and all versions of this License in any other language shall be for accommodation only and shall not be binding on the parties to this License. All communications and notices made or given pursuant to this License, and all documentation and support to be provided, unless otherwise noted, shall be in the English language. 7.4 Governing Law. This License is made under and shall be governed by and construed under the laws of the State of California, regardless of its choice of laws provisions. 7.5 Disclaimer of Agency. The relationship created hereby is that of licensor and licensee and the parities hereby acknowledge and agree that nothing herein shall be deemed to constitute Licensee as a franchisee of Sun. Licensee hereby waives the benefit of any state or federal statutes dealing with the establishment and regulation of franchises. 7.6 Assignment and Change in Control. This License may not be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that Sun may assign or transfer this License to a majority-owned subsidiary. 7.7 Construction. This License has been negotiated by Sun and Licensee and by their respective counsel. This License will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party. 7.8 Force Majeure. Neither party shall be liable to the other party for non- performance of this License, if the non-performance is caused by events or conditions beyond that party's control and the party gives prompt notice under Section 7.1 and makes all reasonable efforts to perform. 7.9 Section References. Any reference contained herein to a section of this License shall be meant to refer to all subsections of the section. 7.10 Complete Understanding. This License constitutes and express the final, complete and exclusive agreement and understanding between the parties with respect to the Java Logo(s) and supersede all previous

6.6 Irreparable Harm. Notwithstanding the limitation of liability set forth in Section 5.0 above, the parties acknowledge that a breach of Section 2.0 would cause irreparable harm, the extent of which would be difficult to ascertain. Accordingly, they agree that, in addition to any other legal remedies to which a non-breaching party might be entitled, such party may obtain immediate injunctive relief in the event of a breach of the provisions of such Sections. 7.0 MISCELLANEOUS. 7.1 Notices. All written notices required by this License must ve delivered in person or by means evidenced by a delivery receipt and will be effective upon receipt by the persons at the addresses specified below.
Sun Sun Microsystems, Inc. 901 San Antonio Road Palo Alto, California 94303 Attn.: JavaSoft Vice President, Sales cc: JavaSoft Legal Department Licensee OpenTV, Inc., 3401-A-Hillview Avenue, Palo Alto, CA 94304-1320 Attn.: Vice President Business Development cc: Legal Department

7.2 Partial Invalidity. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived or amended to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Sun's opinion deletion or amendment of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liailities of Sun or its licensors, Sun reserves the right to terminate the License. 7.3 Language. This License is the English language only, which language shall be controlling in all respects, and all versions of this License in any other language shall be for accommodation only and shall not be binding on the parties to this License. All communications and notices made or given pursuant to this License, and all documentation and support to be provided, unless otherwise noted, shall be in the English language. 7.4 Governing Law. This License is made under and shall be governed by and construed under the laws of the State of California, regardless of its choice of laws provisions. 7.5 Disclaimer of Agency. The relationship created hereby is that of licensor and licensee and the parities hereby acknowledge and agree that nothing herein shall be deemed to constitute Licensee as a franchisee of Sun. Licensee hereby waives the benefit of any state or federal statutes dealing with the establishment and regulation of franchises. 7.6 Assignment and Change in Control. This License may not be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that Sun may assign or transfer this License to a majority-owned subsidiary. 7.7 Construction. This License has been negotiated by Sun and Licensee and by their respective counsel. This License will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party. 7.8 Force Majeure. Neither party shall be liable to the other party for non- performance of this License, if the non-performance is caused by events or conditions beyond that party's control and the party gives prompt notice under Section 7.1 and makes all reasonable efforts to perform. 7.9 Section References. Any reference contained herein to a section of this License shall be meant to refer to all subsections of the section. 7.10 Complete Understanding. This License constitutes and express the final, complete and exclusive agreement and understanding between the parties with respect to the Java Logo(s) and supersede all previous communications, representations or agreements, whether written or oral, 5

with respect thereto. This License may not be modified, amended, rescinded, canceled or waived, in whole or part, except by a written instrument signed by the parties. IN WITNESS WHEREOF, the parties have caused this License to be executed by their duly authorized representatives. Sun: Licensee:
By: /s/ Name: Lee Patch ---------------------(Print or Type) Title: Vice President Date: 3/25/98 ----------------------By: /s/ Name: J.W. SceenKamp ----------------------(Print or Type) Title: CEO Date: 4-15-98 -----------------------

6

EXHIBIT 10.6 TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT This Technology License and Distribution Agreement (the "Agreement") is entered into this 20th day of March, 1998 (the "Effective Date") between Sun Microsystems, Inc., acting by and through its JavaSoft business unit ("Sun") with its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 and OpenTV Inc., a Delaware corporation with a principal place of business at 3401-A Hillview Avenue, Palo Alto, CA 94304-1320 ("Licensee"). RECITALS WHEREAS Sun wishes to license its Java(TM) technology, while maintaining compatibility among Java language based products; and WHEREAS Sun wishes to protect and promote certain trademarks used in connection with Java technology; and WHEREAS Licensee wishes to develop and distribute products based upon Sun's Java technology; NOW THEREFORE, Sun and Licensee enter into this Agreement on the following terms. 1.0 DEFINITIONS 1.1 "Application Programming Interfaces" or "APIs" means the names of class library calls and the number and types of arguments they take in invoking the functionality of such class libraries. 1.2 "Applet" means a Java application which (i) runs on the Java Environments and (ii) consists of Java byte codes executable by the Java Runtime Interpreter (but does not include or incorporate the Java Runtime Interpreter or the Java class libraries). 1.3 "Bug Fixes" means correction of errors in either the Shared Part or Platform Dependent Part of the Technology. 1.4 "Documentation" means the materials which Sun provides for use with the Technology, as more particularly

EXHIBIT 10.6 TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT This Technology License and Distribution Agreement (the "Agreement") is entered into this 20th day of March, 1998 (the "Effective Date") between Sun Microsystems, Inc., acting by and through its JavaSoft business unit ("Sun") with its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 and OpenTV Inc., a Delaware corporation with a principal place of business at 3401-A Hillview Avenue, Palo Alto, CA 94304-1320 ("Licensee"). RECITALS WHEREAS Sun wishes to license its Java(TM) technology, while maintaining compatibility among Java language based products; and WHEREAS Sun wishes to protect and promote certain trademarks used in connection with Java technology; and WHEREAS Licensee wishes to develop and distribute products based upon Sun's Java technology; NOW THEREFORE, Sun and Licensee enter into this Agreement on the following terms. 1.0 DEFINITIONS 1.1 "Application Programming Interfaces" or "APIs" means the names of class library calls and the number and types of arguments they take in invoking the functionality of such class libraries. 1.2 "Applet" means a Java application which (i) runs on the Java Environments and (ii) consists of Java byte codes executable by the Java Runtime Interpreter (but does not include or incorporate the Java Runtime Interpreter or the Java class libraries). 1.3 "Bug Fixes" means correction of errors in either the Shared Part or Platform Dependent Part of the Technology. 1.4 "Documentation" means the materials which Sun provides for use with the Technology, as more particularly identified in Exhibit C, as may be revised by Sun during the Term. 1.5 "Derivative Work(s)" means any work which is based upon the Technology, such as a revision, modification, translation, abridgement, condensation, expansion, collection, compilation or any other form in which the Technology may be recast, transformed or adapted, any new material, information or data relating to and derived from the Technology, the preparation, use and/or distribution of which, in the absence of this Agreement or other authorization from the owner, would constitute infringement under applicable law. 1.6 "Distributors" means distribution channels designated by Licensee for distribution of Products, including OEMs, distributors, resellers, dealers and sales representatives. 1.7 "Exhibit C" means collectively Exhibits C-1 through C-n which incorporate into the Agreement the specific terms and conditions for each Technology licensed hereunder. 1.8 "FCS" means first commercial shipment of a production version of a software or hardware product or technology. 1.9 "Field of Use" means the relevant market segments and/or product areas for each Technology specified in Exhibit C. 1.10 "Java Classes" means the specific class libraries associated with each Technology defined in Exhibit C, as may be revised by Sun during the Term.

1.11 "Java Environment(s)" means each or all the Java Application Environment ("JAE"), Personal Java Environment ("pJava"), Embedded Java Environment ("eJava"), JavaCard * = Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. 1

Environment ("JCE"), JavaOS Environment and Embedded JavaOS Environment, or any other Java Environment released by Sun during the Term, described in specifications from Sun, as may be revised by Sun during the Term. 1.12 "Java Runtime Interpreter" means the program(s) which implement the Java virtual machine for a particular Java Environment as specified in the Java Virtual Machine Specification from Sun, as may be revised by Sun during the Term. 1.13 "Java Test Suites" means the applicable test suites associated with each Technology, as may be revised by Sun during the Term. 1.14 "Licensee Open Class(es)" means an additional Java class and associated API(s) developed by or for Licensee which: (i) extends the functionality of a Java Environment; and (ii) is exposed to third party software developers for the purpose of developing additional software which invokes such additional Java class. 1.15 "OEM" means an original equipment manufacturer of hardware and/or software, who integrates Products into its own valued added products or technologies which represent a significant functional and value enhancement to the Products, and which are distributed through its established distribution channels. 1.16 "Platform Dependent Part" means those Source Code files (and corresponding binary code) of the Technology which are not in a "share" directory or subdirectory thereof. 1.17 "Product(s)" means a Licensee product into which the Technology is implemented or integrated. A Product must: (i) have a principal purpose which is substantially different from that of the stand-alone Technology; (ii) represent a significant functional and value enhancement to the Technology; (iii) operate in conjunction with the Technology; and (iv) not be marketed as a technology which replaces or substitutes for the Technology. A list of Products current as of the Effective Date is included in Exhibit C for each Technology. Licensee may add Products within the designated Field of Use for such Products by written notification to Sun. 1.18 "Shared Part" means those Source Code files (and corresponding binary code) of the Technology which are in any "share" directory or subdirectory thereof. 1.19 "Source Code" means the human readable version, in whole or in part, of the Technology supplied to Licensee and any corresponding comments and annotations. 1.20 "Standard Extensions" means the additional classes and associated APIs specified in Exhibit C. 1.21 "Technology" means each specific Java technology (excluding Tools) licensed by Sun hereunder as more fully described in Exhibit C, as may be revised by Sun during the Term, and Upgrades thereto to the extent Licensee is authorized to receive them. 1.22 "Term" means the term of the Agreement as specified in Section 9.1. 1.23 "Tools" means any Java Test Suites, and other development tools, in source or binary code form specified in Exhibit C, as may be revised by Sun during the Term. 1.24 "Trademark License" means the separate agreement entered into by the parties that specifies the terms and conditions related to the use of trademarks, logos and branding in connection with Products, and when executed will be attached hereto for reference as Exhibit D.

Environment ("JCE"), JavaOS Environment and Embedded JavaOS Environment, or any other Java Environment released by Sun during the Term, described in specifications from Sun, as may be revised by Sun during the Term. 1.12 "Java Runtime Interpreter" means the program(s) which implement the Java virtual machine for a particular Java Environment as specified in the Java Virtual Machine Specification from Sun, as may be revised by Sun during the Term. 1.13 "Java Test Suites" means the applicable test suites associated with each Technology, as may be revised by Sun during the Term. 1.14 "Licensee Open Class(es)" means an additional Java class and associated API(s) developed by or for Licensee which: (i) extends the functionality of a Java Environment; and (ii) is exposed to third party software developers for the purpose of developing additional software which invokes such additional Java class. 1.15 "OEM" means an original equipment manufacturer of hardware and/or software, who integrates Products into its own valued added products or technologies which represent a significant functional and value enhancement to the Products, and which are distributed through its established distribution channels. 1.16 "Platform Dependent Part" means those Source Code files (and corresponding binary code) of the Technology which are not in a "share" directory or subdirectory thereof. 1.17 "Product(s)" means a Licensee product into which the Technology is implemented or integrated. A Product must: (i) have a principal purpose which is substantially different from that of the stand-alone Technology; (ii) represent a significant functional and value enhancement to the Technology; (iii) operate in conjunction with the Technology; and (iv) not be marketed as a technology which replaces or substitutes for the Technology. A list of Products current as of the Effective Date is included in Exhibit C for each Technology. Licensee may add Products within the designated Field of Use for such Products by written notification to Sun. 1.18 "Shared Part" means those Source Code files (and corresponding binary code) of the Technology which are in any "share" directory or subdirectory thereof. 1.19 "Source Code" means the human readable version, in whole or in part, of the Technology supplied to Licensee and any corresponding comments and annotations. 1.20 "Standard Extensions" means the additional classes and associated APIs specified in Exhibit C. 1.21 "Technology" means each specific Java technology (excluding Tools) licensed by Sun hereunder as more fully described in Exhibit C, as may be revised by Sun during the Term, and Upgrades thereto to the extent Licensee is authorized to receive them. 1.22 "Term" means the term of the Agreement as specified in Section 9.1. 1.23 "Tools" means any Java Test Suites, and other development tools, in source or binary code form specified in Exhibit C, as may be revised by Sun during the Term. 1.24 "Trademark License" means the separate agreement entered into by the parties that specifies the terms and conditions related to the use of trademarks, logos and branding in connection with Products, and when executed will be attached hereto for reference as Exhibit D. 1.25 "Upgrades" means bug fixes, modifications, variations, and enhancements, to the extent included in a patch or release of the Technology unless otherwise specified in Exhibit C, which Sun generally licenses as part of the Technology. 1.26 "Trade-In Softwares" means Sun's particular Java Environment (other than pJava) which may be required for the use of any set-top box-related Java APIs as specified in Exhibit C-2. 1.27 "Additional Environment" means any additional Java Environment (other than pJava) which may be made

generally available by Sun which includes a set-top box-related Java API to provide a television set-top box solution, as specified in Exhibit C-2. 2.0 LICENSE GRANTS 2

2.1 Source Code Product Development License. a. Product Development. Subject to the terms and conditions contained in this Agreement, Sun hereby grants to Licensee, solely for the Field(s) of Use, a worldwide, non-exclusive, non-transferable license to use and modify the Source Code to create Derivative Works including: (i) porting of the Platform Dependent Part to platforms other than those offered by Sun and specified in Exhibit C; (ii) development of Bug Fixes; (iii) integration of the Source Code, Bug fixes and Derivative Works with other source code of Licensee; and (iv) compiling all of the foregoing to create Products. b. Product Development Restrictions. In the exercise of the rights granted in Section 2.1a. above, Licensee: (i) must include the Shared Part complete and unmodified in the Product; (ii) may not modify the functional behavior of the Java Runtime Interpreter or the Java Classes; (iii) may not modify or subset the interfaces of the Java Runtime Interpreter or the Java Classes; (iv) may not subset the Java Classes; (v) may not modify or extend the public class or interface declarations whose names begin with "java", "sun.hotjava", "COM.sun" or their equivalents in any subsequent naming convention; and (vi) may not sublicense or distribute the Source Code or Derivative Works thereof, to third parties, except as provided in Section 2.4. c. Bug Fixes. Licensee will inform Sun promptly, and no later than it informs any third party, of any bugs identified in the Technology, and to the extent that Licensee elects to correct such bugs, Licensee will make such Bug Fixes promptly available to Sun free of all restrictions as they are implemented. d. Applet Tags. Any Product that reads or writes hypertext markup language (HTML) or standard generalized markup language (SGML) shall use the Document Type Definition ("DTD") as specified in Exhibit A when referencing the Applet tag, unless another DTD is defined for the Applet tag by an industry standard. 22. Source Code Research License. a. Subject to the terms and conditions contained in this Agreement, Sun hereby grants to Licensee, without the right to sublicense, a worldwide, non-exclusive, non-transferable license to use and modify the Source Code for internal research and development, to facilitate the development of Products. This research license is not subject to the restrictions set forth in Section 2.1b above, provided that Licensee may not incorporate any of the Source Code or Derivative Works created pursuant to this research license into Products or any other products. b. If Licensee identifies any changes which are necessary to the Shared Part to enable porting to other platforms, Sun will make reasonable efforts to evaluate the feasibility of implementing such changes or reclassifying the necessary code as Platform Dependent.

2.1 Source Code Product Development License. a. Product Development. Subject to the terms and conditions contained in this Agreement, Sun hereby grants to Licensee, solely for the Field(s) of Use, a worldwide, non-exclusive, non-transferable license to use and modify the Source Code to create Derivative Works including: (i) porting of the Platform Dependent Part to platforms other than those offered by Sun and specified in Exhibit C; (ii) development of Bug Fixes; (iii) integration of the Source Code, Bug fixes and Derivative Works with other source code of Licensee; and (iv) compiling all of the foregoing to create Products. b. Product Development Restrictions. In the exercise of the rights granted in Section 2.1a. above, Licensee: (i) must include the Shared Part complete and unmodified in the Product; (ii) may not modify the functional behavior of the Java Runtime Interpreter or the Java Classes; (iii) may not modify or subset the interfaces of the Java Runtime Interpreter or the Java Classes; (iv) may not subset the Java Classes; (v) may not modify or extend the public class or interface declarations whose names begin with "java", "sun.hotjava", "COM.sun" or their equivalents in any subsequent naming convention; and (vi) may not sublicense or distribute the Source Code or Derivative Works thereof, to third parties, except as provided in Section 2.4. c. Bug Fixes. Licensee will inform Sun promptly, and no later than it informs any third party, of any bugs identified in the Technology, and to the extent that Licensee elects to correct such bugs, Licensee will make such Bug Fixes promptly available to Sun free of all restrictions as they are implemented. d. Applet Tags. Any Product that reads or writes hypertext markup language (HTML) or standard generalized markup language (SGML) shall use the Document Type Definition ("DTD") as specified in Exhibit A when referencing the Applet tag, unless another DTD is defined for the Applet tag by an industry standard. 22. Source Code Research License. a. Subject to the terms and conditions contained in this Agreement, Sun hereby grants to Licensee, without the right to sublicense, a worldwide, non-exclusive, non-transferable license to use and modify the Source Code for internal research and development, to facilitate the development of Products. This research license is not subject to the restrictions set forth in Section 2.1b above, provided that Licensee may not incorporate any of the Source Code or Derivative Works created pursuant to this research license into Products or any other products. b. If Licensee identifies any changes which are necessary to the Shared Part to enable porting to other platforms, Sun will make reasonable efforts to evaluate the feasibility of implementing such changes or reclassifying the necessary code as Platform Dependent. 3

2.3. Documentation License. Subject to the terms and conditions contained in this Agreement, Sun hereby grants to Licensee, solely for the Field(s) of Use, a worldwide, non-exclusive, non-transferable license to use, modify, translate and subset the Documentation to create technically accurate Licensee documentation associated with the Products.

2.3. Documentation License. Subject to the terms and conditions contained in this Agreement, Sun hereby grants to Licensee, solely for the Field(s) of Use, a worldwide, non-exclusive, non-transferable license to use, modify, translate and subset the Documentation to create technically accurate Licensee documentation associated with the Products. 2.4 Sublicensing of Source Code. Licensee may deliver and sublicense the Source Code to third parties (excluding customers of Licensee) located in the United States, the European Union (as constituted as of the Effective Date), Finland, Sweden, Norway, Israel, Canada and Japan for the sole purpose of furnishing services to Licensee in connection with the rights granted in Section 2.1 above; provided that all such third parties shall execute appropriate documents acknowledging their work-made-for-hire status and/or effecting assignments of all intellectual property rights with respect to such work to Licensee or Sun, as appropriate, and undertaking obligations of confidentiality and non-use with respect to such work. Licensee may deliver and sublicense the Source Code to third parties in countries other than those set out above, subject to prior approval of Sun. Sun may, upon its request, review and approve or reject any documents proposed for use by Licensee prior to any use of such contractors. 2.5 Licensee Open Classes. Subject to the terms and conditions contained in this Agreement, Sun hereby grants to Licensee, solely for use with Products, a worldwide, non-exclusive, non-transferable license to use information gained from access to the Technology to develop Licensee Open Classes, provided that: a. Licensee may not include any of the Technology in such Licensee Open Class; b. Licensee uses only names for Licensee Open Classes that begin with "COM.Licensee" or such other convention as Sun may reasonably require, and shall make commercially reasonable efforts to ensure that other software which Licensee develops relating to the Technology conforms to this convention; c. Licensee publishes to the industry, on a non-confidential basis and free of all restrictions, the specification for any Licensee Open Class as early as is reasonably possible but in no event later than the date on which it first provides such specification or an implementation thereof to any third party. Included with such specification shall be an appropriate test suite sufficiently detailed to allow any third party reasonably skilled in the technology to produce implementations compatible with the specification. Licensee shall use its reasonable commercial efforts to clarify and correct the specification or the test suite upon written request by Sun; d. Licensee agrees to refrain from enforcing any copyrights or patent rights that it might have relating to compatibility or interface, which would be infringed by Sun or any third party implementinq the specifications for a Licensee Open Class; e. Licensee hereby grants to Sun a non-exclusive, worldwide, fully-paid-up license to use an unlimited number of copies of the Licensee Open Class, in binary form, for Sun's internal use for evaluation and demonstration; and f. Licensee agrees to negotiate in good faith with Sun the terms of a commercial license for the source code of the Licensee Open Class. 2.6 Tools License Grant. Subject to the terms and conditions contained in this Agreement, Sun hereby grants to Licensee, a worldwide, non-exclusive, non-transferable license to use the Tools solely for the purpose of developing and testing Products. Licensee may not sublicense the Tools unless specifically provided in Exhibit C. 2.7 Binary Code Distribution License. Subject to the terms and conditions contained in this Agreement, Sun hereby grants to Licensee, solely for the Field(s) of Use, a non-exclusive, worldwide, right and license to distribute the Product(s) in binary form only, both directly and through Distributors, subject to the following: 4

a. Distributors shall not be authorized to modify any portion of the Technology or Derivative Works thereof created by Licensee, and shall be obligated to abide by the relevant terms in this Agreement governing use, distribution, compatibility, and confidentiality

a. Distributors shall not be authorized to modify any portion of the Technology or Derivative Works thereof created by Licensee, and shall be obligated to abide by the relevant terms in this Agreement governing use, distribution, compatibility, and confidentiality b. Licensee or its Distributors shall require an end user license agreement for all Product(s) distributed, which includes the minimum terms specified in Exhibit C for each Technology, unless it is not customary in the industry to include an end user license with such Products; c. Licensee shall include Sun's compatibility logo trademark(s) specified in Exhibit C on FCS versions of Products distributed hereunder, subject to the Trademark License, to indicate that such Products meet the applicable compatibility requirements specified in Section 2.8 below. d. Licensee may release Product(s) based on pre-FCS versions of the Technology, if clearly labeled as a prerelease version and only for beta testing purposes. 2.8 Compatibility Requirements. a. Unless otherwise specified in Exhibit C, from time to time during the term of the Agreement, Sun will make available to Licensee at no cost, Java Test Suites for validating that the portion of Licensee's Product which interprets Java bytecodes is compatible with the then-current version of the applicable Technology and Standard Extensions. b. Each new generation of Licensee's reference design for a Product by Licensee must pass the most current applicable Java Test Suite that was available from Sun one hundred twenty (120) days before FCS of such version of the Product. In the event that Licensee elects to use a version of the Technology and/or Standard Extension(s) that is newer than that which is required under this Section 2.8, then Licensee agrees to pass the Java Test Suite that corresponds to such newer version. Once a new generation of a Product has satisfied the compatibility requirement set forth above, Licensee may continue to ship such new generation after delivery by Sun of later versions of the Technology, provided however, that later new generations of such Product developed by Licensee must satisfy the compatibility requirement set out above. c. If Licensee provides Sun with written notice of the existence of a bug in a current Java Test Suite, then Licensee shall be released from compatibility with the minimum portion of such Java Test Suite necessary to avoid the impact of such bug, until such time as Sun provides to Licensee a corrected or new Java Test Suite. d. Upon request by Sun, Licensee shall promptly make any modifications to any Product necessary for it to meet the compatibility requirements set out in this Section 2.8. 2.9 Ownership a. Ownership by Sun. Sun retains all right, title and interest in the Technology, Documentation, Tools, Bug Fixes, and modifications to the Shared Pan. Licensee agrees to execute (in recordable form where appropriate) any instruments and/or documents as Sun may reasonably request to verify and maintain Sun's ownership rights in the foregoing, or to transfer any part of the same which may vest in Licensee for any reason. b. Ownership by Licensee. Licensee retains all right, title and interest in the Products, any License Open Classes, and any Derivative Works (excluding Bug Fixes and modifications to the Shared Part), created by or for Licensee as authorized under the terms of this Agreement, subject to Sun's underlying ownership rights identified in Section 2.9.a. 2.10 No Other Grant. Each party agrees that this Agreement does not grant any right or license, under any intellectual property rights of the other party, or otherwise, except as expressly 5

provided in this Agreement, and no other right or license is to be implied by or inferred from any provision of this Agreement or by the conduct of the parties.

provided in this Agreement, and no other right or license is to be implied by or inferred from any provision of this Agreement or by the conduct of the parties. 2.11 Trade-In Option. Licensee may at any time within six (6) months of FCS of the Additional Environment, trade-in the pJava Environment software, on a one for one basis, for the Trade-in Software, and shall pay the Trade-In Fee(s) and any applicable Royalties as specified in Exhibit C-2. All other terms and conditions of the Agreement, except as amended for specific Trade-In Software concerns, would then transfer and apply to the Trade-in Software and all rights granted to the pJava Environment would cease. The provisions of Section 10.3 would then apply with respect to the pJava Environment. 2.12 Additional Software. Licensee may if and when available during the Term, at any time within six (6) months of FCS of such Additional Environment, elect to license the Additional Environment subject to any additional terms generally applicable to licensees of such Additional Environment, and shall pay the Fee(s) and any applicable Royalties as specified in Exhibit C-2. 3.0 SUPPORT AND UPGRADES 3.1 Licensee Support and Upgrades. Sun shall provide support and Upgrades to Licensee under the terms and conditions specified in Exhibit C, and payment terms specified in Section 4.1. The frequency of Upgrades shall be at Sun's sole discretion provided that any Upgrades will be made available to Licensee at the same time as Sun makes such Upgrades generally available to commercial licensees of the applicable Technology. 3.2 End User Support. Licensee is not authorized to make any representation or warranty on behalf of Sun to Licensee's end users or third parties. Licensee shall provide technical and maintenance support service for its Distributors and end user customers in accordance with Licensee's standard support practices. Sun shall not be responsible for providing any support to Licensee's Distributors or customers for the Technology or the Product (s). 4.0 PAYMENT 4.1 License and Support Fees. Licensee shall pay to Sun the fees set forth in Exhibit C within thirty (30) days from the Effective Date of this Agreement. Thereafter, and for the term of the Agreement, Licensee shall pay the annual support and Upgrade Fees on or before the anniversary of the Effective Date. 4.2 Royalty Payments. Payment of royalties shall be made quarterly, shall be due thirty (30) days following the end of the calendar quarter to which they relate and shall be submitted with a written statement documenting the basis for the royalty calculation. 4.3 Taxes. All payments required by this Agreement shall be made in United States dollars, are exclusive of taxes, and Licensee agrees to bear and be responsible for the payment of all such taxes, including, but not limited to, all sales, use, rental receipt, personal property or other taxes and their equivalents which may be levied or assessed in connection with this Agreement (excluding only taxes based on Sun's net income). To the extent Licensee is required to withhold taxes based upon Sun's income in any country, Licensee shall provide Sun with written evidence of such withholding, suitable for Sun to obtain a tax credit in the United States. 4.4 Records. Licensee shall maintain account books and records consistent with Generally Accepted Accounting Principles appropriate to Licensee's domicile, as may be in effect from time to time, sufficient to allow the correctness of the royalties required to be paid pursuant to this Agreement to be determined. 4.5 Audit Rights. Sun shall have the right to audit such accounts upon reasonable prior notice using an independent auditor of Sun's choice (the "Auditor"). The Auditor shall be bound to keep confidential the details of the business affairs of Licensee and to limit disclosure of the results of any audit to the sufficiency of the accounts and the amount, if any, of a payment adjustment that should be made. Such audits shall not occur more than once each year (unless discrepancies are discovered in excess of the five percent (5%) threshold set forth in Section 4.6, in which case two consecutive 6

quarters per year may be audited). Except as set forth in Section 4.6 below, Sun shall bear all costs and expenses associated with the exercise of its rights to audit. 4.6 Payment Errors. In the event that any errors in payments shall be determined, such errors shall be corrected by appropriate adjustment in payment for the quarterly period during which the error is discovered. In the event of an underpayment of more than five percent (5%) of the proper amount owed, upon such underpayment being properly determined by the Auditor, Licensee shall reimburse Sun the amount of said underpayment and all reasonable costs and expenses associated with the exercise of its rights to audit, and interest on the overdue amount at the maximum allowable interest rate from the date of accrual of such obligation. 5.0 ADDITIONAL AGREEMENT OF PARTIES 5.1 Notice of Breach or Infringement. Each party shall notify the other immediately in writing when it becomes aware of any breach or violation of the terms of this Agreement, or when Licensee becomes aware of any potential or actual infringement by a third party of the Technology or Sun's intellectual property rights therein. 5.2 Proprietary Rights Notices. Licensee shall not remove any copyright notices, trademark notices or other proprietary legends of Sun or its suppliers contained on or in the Technology and Documentation and shall incorporate such notices in all Products, related documentation, as applicable. Licensee shall comply with all reasonable requests by Sun to include additional copyright or other proprietary rights notices of Sun or third parties from time to time. 6.0 LIMITED WARRANTY AND DISCLAIMER 6.1 Limited Warranty. Sun represents and warrants that the media, if any, on which the Technology is recorded will be free from defects in materials and workmanship for a period of ninety (90) days after delivery. Sun's sole liability with respect to breach of this warranty is to replace the defective media. Except as expressly provided in this Section 6.1, Sun licenses the Technology Documentation and Tools to Licensee on an "AS IS" basis. 6.2 General Disclaimer. EXCEPT AS SPECIFIED IN THIS AGREEMENT, ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE TECHNOLOGY, TOOLS, AND DOCUMENTATION ARE HEREBY DISCLAIMED. 6.4 Limitation. The limited warranty set forth in this Section 6.0 are expressly subject to Section 9.0 (Limitation of Liability). 7.0 CONFIDENTIAL INFORMATION 7.1 Confidential Information. For the purposes of this Agreement, "Confidential Information" means the Technology, Tools, Documentation and that information which relates to (i) either party's hardware or software, (ii) the customer lists, business plans and related information of either party, and (iii) any other technical or business information of the parties, including the terms and conditions of this Agreement and the Trademark License. In all cases, information which a party wishes to be treated as "Confidential Information" shall be marked as "confidential" or "proprietary" (or with words of similar import) in writing by the disclosing party on any tangible manifestation of the information transmitted in connection with the disclosure, or, if disclosed orally, designated as "confidential" or "proprietary" (or with words of similar import) at the time of disclosure. Sun has no obligation of confidentiality to Licensee with respect to Bug Fixes, modifications to the Shared part, or the specifications for any Licensee Open Class. 7.2 Preservation of Confidentiality. The parties agree that all disclosures of Confidential Information (as defined under Section 7.1 above) shall be governed by and treated in accordance with the terms of the Confidential Disclosure Agreement (the "CDA") attached hereto as Exhibit B and incorporated herein by reference, modified as follows: (a) the definition of "Confidential Information" shall be as set forth in Section 7.1 above notwithstanding any definition provided in the CDA;

7

(b) the use of Confidential Information shall be limited to the scope of this Agreement; (c) the obligations of confidentiality expressed in the CDA shall extend three (3) years from the date of disclosure, except with respect to Sun Source Code which shall be held confidential in perpetuity; and (d) the CDA shall remain in effect for the term of this Agreement. 8.0 LIMITED INDEMNITY 8.1 The parties acknowledge that the Technology may be in pre-release form *** **** *** ***** *** ** ****** *** *** ******* ** ************ ** *** *********** ************** ***** ** ** *** ******** ********** ****** ******* *** **** ** ** ********** **** *** ********** ******* ** *** **** ******* ****** ************ *** ******* ** ***** ** ** ***** ** ******* ** ************ ** *** ****** ** ************** ** *** ********** ** *************. Upon FCS of the Technology by Sun, Sun will provide to Licensee a limited indemnity as described in Sections 8.2-8.3 below. 8.2 Sun will defend, at its expense, any legal proceeding brought against Licensee, to the extent it is based on a claim that use of the FCS or subsequent production version(s) of the Technology, Documentation or Tools is an infringement of a third party trade secret or a copyright in a country that is a signatory to the Berne Convention, and will pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Sun, attributable to such claim, provided that Licensee: (i) provides notice of the claim promptly to Sun; (ii) gives Sun sole control of the defense and settlement of the claim; (iii) provides to Sun, at Sun's expense, all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without Sun's prior written consent. *** ****** *** **** ** **** ********** **** ** * ******* ****** ******* ****** ** ******* * ****** ********* ** **** ** *** ******** **** ********** ******* *** ************ ********* *** *** ******* ** *** ********** ******** ** ******** ********** *** ***** ***** ** ******* **** ****** ********* ** ********* *** ***** *** ********** ********* ****** *** ************* *** **** ** ***** ******* ** ***** ********* ******** ********* *** *** ********** ***** ******* ******** ***** ** *** ********* ***** 8.3 Should any FCS Technology, Documentation or Tools or any portion thereof become, or in Sun's opinion be likely to become, the subject of a claim of infringement for which indemnity is provided under Section 8.2, Sun shall, in addition to the obligations specified in Section 8.2, as Licensee's sole and exclusive remedy, elect to: (i) obtain for Licensee the right to use such FCS Technology; (ii) replace or modify the FCS Technology, Documentation or Tools so that it becomes non-infringing; or if alternatives (i) or (ii) are not commercially practicable; (iii) accept the return of the Technology, Documentation or Tools and grant Licensee a refund of the License Fee, as depreciated on a five year straight-line basis. 8.5 THIS SECT1ON 8 STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY AND TOOLS. SUN SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGY OR TOOLS. 8.6 Indemnity by Licensee. Except for claims for which Sun is obligated to indemnify Licensee under Section 8.2 or elects to indemnify under the Trademark License, Licensee shall defend, at Licensee's expense, any and all claims brought against Sun by third parties, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's use, reproduction or distribution of the ************************** Product(s), or Licensee Open Classes. Licensee's obligation to provide indemnification under this Section 8.6 shall arise provided that Sun: (i) provides notice of the claim promptly to Licensee; (ii) gives Licensee sole control of the defense and settlement of the claim; (iii) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend and (iv) has not compromised or settled such proceeding without Licensee's prior written consent. 9.0 LIMITATION OF LIABILITY

(b) the use of Confidential Information shall be limited to the scope of this Agreement; (c) the obligations of confidentiality expressed in the CDA shall extend three (3) years from the date of disclosure, except with respect to Sun Source Code which shall be held confidential in perpetuity; and (d) the CDA shall remain in effect for the term of this Agreement. 8.0 LIMITED INDEMNITY 8.1 The parties acknowledge that the Technology may be in pre-release form *** **** *** ***** *** ** ****** *** *** ******* ** ************ ** *** *********** ************** ***** ** ** *** ******** ********** ****** ******* *** **** ** ** ********** **** *** ********** ******* ** *** **** ******* ****** ************ *** ******* ** ***** ** ** ***** ** ******* ** ************ ** *** ****** ** ************** ** *** ********** ** *************. Upon FCS of the Technology by Sun, Sun will provide to Licensee a limited indemnity as described in Sections 8.2-8.3 below. 8.2 Sun will defend, at its expense, any legal proceeding brought against Licensee, to the extent it is based on a claim that use of the FCS or subsequent production version(s) of the Technology, Documentation or Tools is an infringement of a third party trade secret or a copyright in a country that is a signatory to the Berne Convention, and will pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Sun, attributable to such claim, provided that Licensee: (i) provides notice of the claim promptly to Sun; (ii) gives Sun sole control of the defense and settlement of the claim; (iii) provides to Sun, at Sun's expense, all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without Sun's prior written consent. *** ****** *** **** ** **** ********** **** ** * ******* ****** ******* ****** ** ******* * ****** ********* ** **** ** *** ******** **** ********** ******* *** ************ ********* *** *** ******* ** *** ********** ******** ** ******** ********** *** ***** ***** ** ******* **** ****** ********* ** ********* *** ***** *** ********** ********* ****** *** ************* *** **** ** ***** ******* ** ***** ********* ******** ********* *** *** ********** ***** ******* ******** ***** ** *** ********* ***** 8.3 Should any FCS Technology, Documentation or Tools or any portion thereof become, or in Sun's opinion be likely to become, the subject of a claim of infringement for which indemnity is provided under Section 8.2, Sun shall, in addition to the obligations specified in Section 8.2, as Licensee's sole and exclusive remedy, elect to: (i) obtain for Licensee the right to use such FCS Technology; (ii) replace or modify the FCS Technology, Documentation or Tools so that it becomes non-infringing; or if alternatives (i) or (ii) are not commercially practicable; (iii) accept the return of the Technology, Documentation or Tools and grant Licensee a refund of the License Fee, as depreciated on a five year straight-line basis. 8.5 THIS SECT1ON 8 STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY AND TOOLS. SUN SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGY OR TOOLS. 8.6 Indemnity by Licensee. Except for claims for which Sun is obligated to indemnify Licensee under Section 8.2 or elects to indemnify under the Trademark License, Licensee shall defend, at Licensee's expense, any and all claims brought against Sun by third parties, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's use, reproduction or distribution of the ************************** Product(s), or Licensee Open Classes. Licensee's obligation to provide indemnification under this Section 8.6 shall arise provided that Sun: (i) provides notice of the claim promptly to Licensee; (ii) gives Licensee sole control of the defense and settlement of the claim; (iii) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend and (iv) has not compromised or settled such proceeding without Licensee's prior written consent. 9.0 LIMITATION OF LIABILITY 8

9.1 Limitation of Liability. Except *** ******* ************ ** ********* ***** **** ********* ****** ****** ** ******** ***** ******** *** ** **** ** **** ******* ********* ** *** ***** *** ****** ******** ** **** ********** ******* *** ****** ** ** ***** ***** ** ******* ** *** ******* **** **** ** ******** *** *** ********** ******* ** *** ******* b. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. FURTHER, LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. The provisions of this Section 9.0 allocate the risks under this Agreement between Sun and Licensee and the parties have relied upon the limitations set forth herein in determining whether to enter into this Agreement. 9.2 High Risk Activities. The Technology is not designed or intended for use in on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. Sun disclaims any express or implied warranty of fitness for such uses. Licensee agrees that it will not use or license the Technology for such purposes, and that it will ensure that its licensees and end users of the Technology are provided a copy of the foregoing notice. 10.0 TERM AND TERMINATION 10.1 Term. The Term of this Agreement shall begin on the Effective Date and shall continue for a period of five (5) years, or until terminated as provided below. Each year for five (5) consecutive years following expiration of the initial five (5) year term, at Licensee's sole option, Licensee may extend the Term of this Agreement for one (1) additional year. Licensee shall indicate its intent to extend the Agreement by written notice to Sun at least thirty (30) days prior to the expiration of the preceding Term. Termination is permitted either for breach of this Agreement, upon thirty (30) days written notice to the other party and an opportunity to cure within such thirty (30) day period, ** **** *** ****** ** ******** ******** **** *** ** ************ ** *** ********** ** *** ** *** ** ***** ********* ** *** *********** ********* * ****** ** ********* ** *** ****** **** ******** ******** * ***** **** *** ** *** *** ** ********** ********** ********** ** *** *********** ************* ** ***** ** ** ************ ** * ***** ***** ******* ******** *** ****** *** ** ******* ** *** **** ***** *** ***** **** **** ** **** ********* ** *** ****** ** ********* **** ********** **** *********** ***** ** ********* ** *** **** *********** **** ** *** ********* **** ****** **** **** ****** **** **** ***** ***** ******* ** **** ******* 10.2 Effect of Expiration. Upon expiration of this Agreement, Sun shall retain use, under the terms of this Agreement, of the rights received hereunder, and Licensee shall be authorized to: (i) distribute Product(s) containing the version of the Technology incorporated therein at the time of expiration, subject to Licensee's continued compliance with this Agreement including the Java Test Suites current at the time of expiration, and payment of royalties, and (ii) retain one (1) copy of the Source Code to support customers having copies of Product(s) distributed by Licensee prior to the expiration hereof. All other rights of Licensee shall terminate upon such expiration. 10.3 Effect of Termination. In the event of termination of this Agreement by Sun in accordance with Section 10.1 above, Licensee shall promptly: (i) return to Sun all copies of the Technology, Documentation, and other Confidential Information of Sun (collectively "Sun Property") in Licensee's possession or control; or (ii) permanently destroy or disable all copies of the Sun Property in Licensee's possession or control, except as specifically permitted in writing by Sun; and (iii) provide Sun with a written statement certifying that Licensee has complied with the foregoing obligations except that Licensee may retain one (1) copy of the Technology in Source Code form to support customers having copies of Product(s) distributed by Licensee prior to the termination hereof. All rights and licenses granted to Licensee shall terminate upon such termination. Notwithstanding the foregoing, Licensee end-users would be permitted continued use of any products purchased prior

9.1 Limitation of Liability. Except *** ******* ************ ** ********* ***** **** ********* ****** ****** ** ******** ***** ******** *** ** **** ** **** ******* ********* ** *** ***** *** ****** ******** ** **** ********** ******* *** ****** ** ** ***** ***** ** ******* ** *** ******* **** **** ** ******** *** *** ********** ******* ** *** ******* b. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. FURTHER, LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. The provisions of this Section 9.0 allocate the risks under this Agreement between Sun and Licensee and the parties have relied upon the limitations set forth herein in determining whether to enter into this Agreement. 9.2 High Risk Activities. The Technology is not designed or intended for use in on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. Sun disclaims any express or implied warranty of fitness for such uses. Licensee agrees that it will not use or license the Technology for such purposes, and that it will ensure that its licensees and end users of the Technology are provided a copy of the foregoing notice. 10.0 TERM AND TERMINATION 10.1 Term. The Term of this Agreement shall begin on the Effective Date and shall continue for a period of five (5) years, or until terminated as provided below. Each year for five (5) consecutive years following expiration of the initial five (5) year term, at Licensee's sole option, Licensee may extend the Term of this Agreement for one (1) additional year. Licensee shall indicate its intent to extend the Agreement by written notice to Sun at least thirty (30) days prior to the expiration of the preceding Term. Termination is permitted either for breach of this Agreement, upon thirty (30) days written notice to the other party and an opportunity to cure within such thirty (30) day period, ** **** *** ****** ** ******** ******** **** *** ** ************ ** *** ********** ** *** ** *** ** ***** ********* ** *** *********** ********* * ****** ** ********* ** *** ****** **** ******** ******** * ***** **** *** ** *** *** ** ********** ********** ********** ** *** *********** ************* ** ***** ** ** ************ ** * ***** ***** ******* ******** *** ****** *** ** ******* ** *** **** ***** *** ***** **** **** ** **** ********* ** *** ****** ** ********* **** ********** **** *********** ***** ** ********* ** *** **** *********** **** ** *** ********* **** ****** **** **** ****** **** **** ***** ***** ******* ** **** ******* 10.2 Effect of Expiration. Upon expiration of this Agreement, Sun shall retain use, under the terms of this Agreement, of the rights received hereunder, and Licensee shall be authorized to: (i) distribute Product(s) containing the version of the Technology incorporated therein at the time of expiration, subject to Licensee's continued compliance with this Agreement including the Java Test Suites current at the time of expiration, and payment of royalties, and (ii) retain one (1) copy of the Source Code to support customers having copies of Product(s) distributed by Licensee prior to the expiration hereof. All other rights of Licensee shall terminate upon such expiration. 10.3 Effect of Termination. In the event of termination of this Agreement by Sun in accordance with Section 10.1 above, Licensee shall promptly: (i) return to Sun all copies of the Technology, Documentation, and other Confidential Information of Sun (collectively "Sun Property") in Licensee's possession or control; or (ii) permanently destroy or disable all copies of the Sun Property in Licensee's possession or control, except as specifically permitted in writing by Sun; and (iii) provide Sun with a written statement certifying that Licensee has complied with the foregoing obligations except that Licensee may retain one (1) copy of the Technology in Source Code form to support customers having copies of Product(s) distributed by Licensee prior to the termination hereof. All rights and licenses granted to Licensee shall terminate upon such termination. Notwithstanding the foregoing, Licensee end-users would be permitted continued use of any products purchased prior

9

to the termination under the terms of their agreement with Licensee provided they are not otherwise in breach of the terms of this Agreement or their agreement with Licensee. 10.4 No Liability for Expiration or Lawful Termination. Neither party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for goodwill or otherwise made in connection with the business contemplated by this Agreement, due to the expiration or permitted or lawful termination of this Agreement. EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL BREACH OF THIS AGREEMENT. 10.5 No Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision. The rights of Sun under this Section 10.0 are in addition to any other rights and remedies permitted by law or under this Agreement. 10.6 Survival. The parties' rights and obligations under Sections 2.0, 4.0, 5.2, 7.0, 8.0, 9.0, 10.0, and 11.0 shall survive expiration or termination of this Agreement, except in the event of termination by Sun under Section 10.1, in which case Licensee's rights under Section 2.0 shall not survive. 10.7 Irreparable Harm. The parties acknowledge that breach of Sections 2.0, 5.2, 7.0, 9.2, 11.4 and 11.7 would cause irreparable harm, the extent of which would be difficult to ascertain. Accordingly, they agree that, in addition to any other legal remedies to which a non-breaching party might be entitled, such party shall be entitled to obtain immediate injunctive relief in the event of a breach of the provisions of such Sections. 11.0 MISCELLANEOUS 11.1 Notices. All written notices required by this Agreement must be delivered in person or by means evidenced by a delivery receipt and will be effective upon receipt by the persons at the addresses specified below.
Sun Sun Microsystems, Inc. 901 San Antonio Road Palo Alto, California 94303 Attn.: JavaSoft Vice President, Sales cc: JavaSoft Legal Department Licensee OpenTV, Inc. 3401-A Hillview Avenue, Palo Alto, CA 94304-1320 Attn.: Vice President Business Development cc: Legal Department

11.2 Marketing and Press Announcements. Licensee's initial press announcement concerning execution of this Agreement must be reviewed by Sun prior to its release. Licensee hereby authorizes Sun to include Licensee in a published list of licensees of the Technology. Each party shall also be authorized to use the other party's name in advertising, marketing collateral, and customer success stories, prepared by or on behalf of such party, for the Technology. The foregoing authorization is subject to prior written approval of the other named party, such approval not to be unreasonably withheld or delayed. 11.3 Partial Invalidity. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived or amended to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Sun's opinion deletion or amendment of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liabilities of Sun or its licensors, Sun reserves the right to terminate the License. 11.4 U.S. Government Restricted Rights. If Licensee is licensing Product or accompanying documentation to or on behalf of the U.S. Government, it shall be made subject to "Restricted Rights", as that term is defined in the Federal Acquisition Regulations ("FARs") in paragraph 52.227-19(c)(2),

to the termination under the terms of their agreement with Licensee provided they are not otherwise in breach of the terms of this Agreement or their agreement with Licensee. 10.4 No Liability for Expiration or Lawful Termination. Neither party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for goodwill or otherwise made in connection with the business contemplated by this Agreement, due to the expiration or permitted or lawful termination of this Agreement. EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL BREACH OF THIS AGREEMENT. 10.5 No Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision. The rights of Sun under this Section 10.0 are in addition to any other rights and remedies permitted by law or under this Agreement. 10.6 Survival. The parties' rights and obligations under Sections 2.0, 4.0, 5.2, 7.0, 8.0, 9.0, 10.0, and 11.0 shall survive expiration or termination of this Agreement, except in the event of termination by Sun under Section 10.1, in which case Licensee's rights under Section 2.0 shall not survive. 10.7 Irreparable Harm. The parties acknowledge that breach of Sections 2.0, 5.2, 7.0, 9.2, 11.4 and 11.7 would cause irreparable harm, the extent of which would be difficult to ascertain. Accordingly, they agree that, in addition to any other legal remedies to which a non-breaching party might be entitled, such party shall be entitled to obtain immediate injunctive relief in the event of a breach of the provisions of such Sections. 11.0 MISCELLANEOUS 11.1 Notices. All written notices required by this Agreement must be delivered in person or by means evidenced by a delivery receipt and will be effective upon receipt by the persons at the addresses specified below.
Sun Sun Microsystems, Inc. 901 San Antonio Road Palo Alto, California 94303 Attn.: JavaSoft Vice President, Sales cc: JavaSoft Legal Department Licensee OpenTV, Inc. 3401-A Hillview Avenue, Palo Alto, CA 94304-1320 Attn.: Vice President Business Development cc: Legal Department

11.2 Marketing and Press Announcements. Licensee's initial press announcement concerning execution of this Agreement must be reviewed by Sun prior to its release. Licensee hereby authorizes Sun to include Licensee in a published list of licensees of the Technology. Each party shall also be authorized to use the other party's name in advertising, marketing collateral, and customer success stories, prepared by or on behalf of such party, for the Technology. The foregoing authorization is subject to prior written approval of the other named party, such approval not to be unreasonably withheld or delayed. 11.3 Partial Invalidity. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived or amended to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Sun's opinion deletion or amendment of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liabilities of Sun or its licensors, Sun reserves the right to terminate the License. 11.4 U.S. Government Restricted Rights. If Licensee is licensing Product or accompanying documentation to or on behalf of the U.S. Government, it shall be made subject to "Restricted Rights", as that term is defined in the Federal Acquisition Regulations ("FARs") in paragraph 52.227-19(c)(2), 10

or its equivalent paragraph in the DOD Supplement to the FARs. Contractor/Manufacturer is: Sun Microsystems Inc., 901 San Antonio Road, Palo Alto, California 94303. 11.5 Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall be for accommodation only and shall not be binding on the parties to this Agreement. All communications and notices made or given pursuant to this Agreement, and all documentation and support to be provided, unless otherwise noted, shall be in the English language. 11.6 Governing Law. This Agreement is made under and shall be governed by and construed under the laws of the State of California, regardless of its choice of laws provisions. 11.7 Compliance with Laws. The Technology and Documentation, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import the Technology, Documentation or Product(s) as may be required after delivery to Licensee. Licensee shall make reasonable efforts to notify and inform its employees having access to the Technology of Licensee's obligation to comply with the requirements stated in this Section. 11.8 Disclaimer of Agency. The relationship created hereby is that of licensor and licensee and the parties hereby acknowledge and agree that nothing herein shall be deemed to constitute Licensee as a franchisee of Sun. Licensee hereby waives the benefit of any state or federal statutes dealing with the establishment and regulation of franchises. 1.9 Delivery. As soon as practicable after the Effective Date, Sun shall deliver to Licensee one (1) copy of each of the deliverables set forth in Exhibit C. Licensee acknowledges that certain of the deliverables are in various stages of completion and agrees to accept the deliverables as and to the extent completed as of the date of delivery and "AS IS." In the event any deliverable is already in the possession or custody of Licensee, such item (s) shall, to the extent used in connection with the rights granted in Section 2.0 above, be subject to the terms of this Agreement, notwithstanding any pre-existing agreement or understanding between Licensee and Sun with respect to such items. 11.10 Assignment and Change in Control. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that Sun may assign or transfer this Agreement to a majority-owned subsidiary. 11.11 Construction. This Agreement has been negotiated by Sun and Licensee and by their respective counsel. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in factor of or against either party. 11.12 Force Majeure. Except for the obligation to pay money, neither party shall be liable to the other party for non-performance of this Agreement, if the non-performance is caused by events or conditions beyond that party's control and the party gives prompt notice under Section 11.1 and makes all reasonable efforts to perform. 11.13 Exhibits The following are included herein by reference as integral parts of this Agreement:
o o o o Exhibit Exhibit Exhibit Exhibit A B C D Document Type Definition Confidential Disclosure Agreement Technology Specific Terms and Conditions Trademark License

To the extent the terms and conditions of Exhibit C are contrary to the terms and conditions of this Agreement, the terms and conditions of the Exhibit C shall govern.

or its equivalent paragraph in the DOD Supplement to the FARs. Contractor/Manufacturer is: Sun Microsystems Inc., 901 San Antonio Road, Palo Alto, California 94303. 11.5 Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall be for accommodation only and shall not be binding on the parties to this Agreement. All communications and notices made or given pursuant to this Agreement, and all documentation and support to be provided, unless otherwise noted, shall be in the English language. 11.6 Governing Law. This Agreement is made under and shall be governed by and construed under the laws of the State of California, regardless of its choice of laws provisions. 11.7 Compliance with Laws. The Technology and Documentation, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import the Technology, Documentation or Product(s) as may be required after delivery to Licensee. Licensee shall make reasonable efforts to notify and inform its employees having access to the Technology of Licensee's obligation to comply with the requirements stated in this Section. 11.8 Disclaimer of Agency. The relationship created hereby is that of licensor and licensee and the parties hereby acknowledge and agree that nothing herein shall be deemed to constitute Licensee as a franchisee of Sun. Licensee hereby waives the benefit of any state or federal statutes dealing with the establishment and regulation of franchises. 1.9 Delivery. As soon as practicable after the Effective Date, Sun shall deliver to Licensee one (1) copy of each of the deliverables set forth in Exhibit C. Licensee acknowledges that certain of the deliverables are in various stages of completion and agrees to accept the deliverables as and to the extent completed as of the date of delivery and "AS IS." In the event any deliverable is already in the possession or custody of Licensee, such item (s) shall, to the extent used in connection with the rights granted in Section 2.0 above, be subject to the terms of this Agreement, notwithstanding any pre-existing agreement or understanding between Licensee and Sun with respect to such items. 11.10 Assignment and Change in Control. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that Sun may assign or transfer this Agreement to a majority-owned subsidiary. 11.11 Construction. This Agreement has been negotiated by Sun and Licensee and by their respective counsel. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in factor of or against either party. 11.12 Force Majeure. Except for the obligation to pay money, neither party shall be liable to the other party for non-performance of this Agreement, if the non-performance is caused by events or conditions beyond that party's control and the party gives prompt notice under Section 11.1 and makes all reasonable efforts to perform. 11.13 Exhibits The following are included herein by reference as integral parts of this Agreement:
o o o o Exhibit Exhibit Exhibit Exhibit A B C D Document Type Definition Confidential Disclosure Agreement Technology Specific Terms and Conditions Trademark License

To the extent the terms and conditions of Exhibit C are contrary to the terms and conditions of this Agreement, the terms and conditions of the Exhibit C shall govern. 11.14 Section References. Any reference contained herein to a section of this Agreement shall be meant to refer

11.14 Section References. Any reference contained herein to a section of this Agreement shall be meant to refer to all subsections of the section. 11.15 No Competitive Restrictions. The Parties agree that nothing in this Agreement is intended to prohibit Licensee from independently developing or acquiring technology that is the same as or 11

similar to the Technology, provided that Licensee does not do so in breach of Exhibit B to this Agreement. 11.16 Complete Understanding. This Agreement and the Exhibits hereto constitute and express the final, complete and exclusive agreement and understanding between the parties with respect to its subject matter and supersede all previous communications, representations or agreements, whether written or oral, with respect to the subject matter hereof. No terms of any purchase order or similar document issued by Licensee shall be deemed to add to, delete or modify the terms and conditions of this Agreement. This Agreement may not be modified, amended, rescinded, canceled or waived, in whole or part, except by a written instrument signed by the parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be authorized representatives.
Sun: Licensee:

By: /s/ Lee Patch -------------------------------Name: Lee Patch -----------------------------(Print or Type) Title: Vice President ----------------------------Date: 3/25/98 ------------------------------

By: /s/ J. W. Steenkamp ------------------------------------Name: J. W. Steenkamp ----------------------------------(Print or Type) Title: CEO ---------------------------------Date: 4-15-98 -----------------------------------

12

EXHIBIT A DOCUMENT TYPE DEFINITION In order to ensure interoperability between all Java compliant browsers, Sun needs to define the exact notation of applets in HTML documents. The format of the APPLET tag shall be implementation language independent and SGML compliant. SGML compliance is important if the APPLET tag is to be accepted as part of the HTML standard in the future. Example: (applet codebase="http:///java.sun.com/people/avh/classes" code="BounceItem.java" width=400 height=300) (/applet) The applet tag has the following attributes:
CODEBASE The base url of the applet. The applet's code is located relative to this URL. If this attribute is not specified, it defaults to the document's URL. The file in which the applet is located. This file is relative to base url of the applet, It cannot be absolute. Alternate text which can be displayed by text only browsers.

CODE

ALT

similar to the Technology, provided that Licensee does not do so in breach of Exhibit B to this Agreement. 11.16 Complete Understanding. This Agreement and the Exhibits hereto constitute and express the final, complete and exclusive agreement and understanding between the parties with respect to its subject matter and supersede all previous communications, representations or agreements, whether written or oral, with respect to the subject matter hereof. No terms of any purchase order or similar document issued by Licensee shall be deemed to add to, delete or modify the terms and conditions of this Agreement. This Agreement may not be modified, amended, rescinded, canceled or waived, in whole or part, except by a written instrument signed by the parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be authorized representatives.
Sun: Licensee:

By: /s/ Lee Patch -------------------------------Name: Lee Patch -----------------------------(Print or Type) Title: Vice President ----------------------------Date: 3/25/98 ------------------------------

By: /s/ J. W. Steenkamp ------------------------------------Name: J. W. Steenkamp ----------------------------------(Print or Type) Title: CEO ---------------------------------Date: 4-15-98 -----------------------------------

12

EXHIBIT A DOCUMENT TYPE DEFINITION In order to ensure interoperability between all Java compliant browsers, Sun needs to define the exact notation of applets in HTML documents. The format of the APPLET tag shall be implementation language independent and SGML compliant. SGML compliance is important if the APPLET tag is to be accepted as part of the HTML standard in the future. Example: (applet codebase="http:///java.sun.com/people/avh/classes" code="BounceItem.java" width=400 height=300) (/applet) The applet tag has the following attributes:
CODEBASE The base url of the applet. The applet's code is located relative to this URL. If this attribute is not specified, it defaults to the document's URL. The file in which the applet is located. This file is relative to base url of the applet, It cannot be absolute. Alternate text which can be displayed by text only browsers. The symbolic name of the applet. This name can be used by applets in the same page to locate each other. Required attribute which specifies the initial width of the applet in pixels. Required attribute which specifies the initial height of the applet in pixels.

CODE

ALT NAME

WIDTH

HEIGHT

EXHIBIT A DOCUMENT TYPE DEFINITION In order to ensure interoperability between all Java compliant browsers, Sun needs to define the exact notation of applets in HTML documents. The format of the APPLET tag shall be implementation language independent and SGML compliant. SGML compliance is important if the APPLET tag is to be accepted as part of the HTML standard in the future. Example: (applet codebase="http:///java.sun.com/people/avh/classes" code="BounceItem.java" width=400 height=300) (/applet) The applet tag has the following attributes:
CODEBASE The base url of the applet. The applet's code is located relative to this URL. If this attribute is not specified, it defaults to the document's URL. The file in which the applet is located. This file is relative to base url of the applet, It cannot be absolute. Alternate text which can be displayed by text only browsers. The symbolic name of the applet. This name can be used by applets in the same page to locate each other. Required attribute which specifies the initial width of the applet in pixels. Required attribute which specifies the initial height of the applet in pixels. The alignment of the applet, similar to the img tag. The vertical space around the applet, similar to the img tag. The horizontal space around the applet, similar to the img tag.

CODE

ALT NAME

WIDTH

HEIGHT

ALIGN VSPACE HSPACE

Note that the position of the applet in the page is determined by the width, height, align, vspace and hspace attributes just like the img tag. Applets can access the above attributes using the getParameter() method call defined in the Applet class. All attribute/parameter names are automatically folded to lower case. Applets that require parameters in addition to the predefined ones need to use the param tag. It is unfortunately not legal in SGML for a tag to have an arbitrary list of attributes. That is why additional applet parameters explicitly using the PARAM tag have to be named. For example: (applet codes="DateItem.class" alt="The Date" width="200 height=40) (param name="speaker" value="avh") (param name="translator" value="DutchTime") (/applet) In addition to the ALT tag, Licensee can include additional text and markup before the applet end tag. Java compliant browsers will ignore this text, but browsers that do not understand the applet tag will display it instead of the applet. For example: (applet codebase=classes code=ImageLoop.class width=100 height=100)

(param name=imgs value="images/duke") 13

If Licensee were using a Java enabled browser, Licensee would see an animation instead of this static image. (p) (img src=images/duke/T1.gif") (/applet) Below is the formal SGML DTD for the APPLET and PARAM tags. (!ELEMENT APPLET -- (PARAM*, (%text;)*)) (!ATTLIST APPLET CODEBASE CDATA #IMPLIED -- code base -CODE CDATA #REQUIRED -- code file -- ALT CDATA #IMPLIED -- alternative string -- NAME CDATA #IMPLIED -- the applet name -- HEIGHT NUMBER #REQUIRED ALIGN (left|right|top|texttop|middle| absmiddle|baseline|bottom|absbottom) baseline VSPACE NUMBER #IMPLIED HSPACE NUMBER #IMPLIED ) (!ELEMENT PARAM -0 EMPTY) (!ATTLIST PARAM NAME NAME #REQUIRED -- The name of the parameter -- VALUE CDATA #IMPLIED -- The value of the parameter -14

EXHIBIT B CONFIDENTIAL DISCLOSURE AGREEMENT DISCLOSURES BY SUN Effective Date: December 15, 1997 Sun Microsystems, Inc., by and through its JavaSoft business unit ("Sun") and Open TV, a corporation having a place of business at 3401A Hillview Ave, PALO ALTO, CA ("Recipient"), agree that: 1) The Sun information disclosed under this Agreement ("Information") includes business technical and pricing information relating to Java Technology. 2) The permitted use of information is for the purpose of evaluating the Java Technology for potential licensing by Recipient. 3. Recipients obligations regarding information expire three (3) years after the date of disclosure (except for source code, which shall be protected in perpetuity). Information shall be used solely as permitted above and shall not be disclosed to a third party. Recipient shall hold information in strict confidence and shall provide information to its employees only on a need-to-know basis. Upon termination of this Agreement or Sun's written request, Recipient shall cease use of information and return or destroy all information. 4. Recipient shall be obligated to protect information which is disclosed orally or in written form and identified as confidential or proprietary. 5. This Agreement imposes no obligation upon Recipient with respect to information which Recipient can establish by legally sufficient evidence: (a) was in the possession of, or was known by, Recipient prior to its receipt from Sun, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the

If Licensee were using a Java enabled browser, Licensee would see an animation instead of this static image. (p) (img src=images/duke/T1.gif") (/applet) Below is the formal SGML DTD for the APPLET and PARAM tags. (!ELEMENT APPLET -- (PARAM*, (%text;)*)) (!ATTLIST APPLET CODEBASE CDATA #IMPLIED -- code base -CODE CDATA #REQUIRED -- code file -- ALT CDATA #IMPLIED -- alternative string -- NAME CDATA #IMPLIED -- the applet name -- HEIGHT NUMBER #REQUIRED ALIGN (left|right|top|texttop|middle| absmiddle|baseline|bottom|absbottom) baseline VSPACE NUMBER #IMPLIED HSPACE NUMBER #IMPLIED ) (!ELEMENT PARAM -0 EMPTY) (!ATTLIST PARAM NAME NAME #REQUIRED -- The name of the parameter -- VALUE CDATA #IMPLIED -- The value of the parameter -14

EXHIBIT B CONFIDENTIAL DISCLOSURE AGREEMENT DISCLOSURES BY SUN Effective Date: December 15, 1997 Sun Microsystems, Inc., by and through its JavaSoft business unit ("Sun") and Open TV, a corporation having a place of business at 3401A Hillview Ave, PALO ALTO, CA ("Recipient"), agree that: 1) The Sun information disclosed under this Agreement ("Information") includes business technical and pricing information relating to Java Technology. 2) The permitted use of information is for the purpose of evaluating the Java Technology for potential licensing by Recipient. 3. Recipients obligations regarding information expire three (3) years after the date of disclosure (except for source code, which shall be protected in perpetuity). Information shall be used solely as permitted above and shall not be disclosed to a third party. Recipient shall hold information in strict confidence and shall provide information to its employees only on a need-to-know basis. Upon termination of this Agreement or Sun's written request, Recipient shall cease use of information and return or destroy all information. 4. Recipient shall be obligated to protect information which is disclosed orally or in written form and identified as confidential or proprietary. 5. This Agreement imposes no obligation upon Recipient with respect to information which Recipient can establish by legally sufficient evidence: (a) was in the possession of, or was known by, Recipient prior to its receipt from Sun, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by Recipient without the use of information and without the participation of individuals who have had access to information.

EXHIBIT B CONFIDENTIAL DISCLOSURE AGREEMENT DISCLOSURES BY SUN Effective Date: December 15, 1997 Sun Microsystems, Inc., by and through its JavaSoft business unit ("Sun") and Open TV, a corporation having a place of business at 3401A Hillview Ave, PALO ALTO, CA ("Recipient"), agree that: 1) The Sun information disclosed under this Agreement ("Information") includes business technical and pricing information relating to Java Technology. 2) The permitted use of information is for the purpose of evaluating the Java Technology for potential licensing by Recipient. 3. Recipients obligations regarding information expire three (3) years after the date of disclosure (except for source code, which shall be protected in perpetuity). Information shall be used solely as permitted above and shall not be disclosed to a third party. Recipient shall hold information in strict confidence and shall provide information to its employees only on a need-to-know basis. Upon termination of this Agreement or Sun's written request, Recipient shall cease use of information and return or destroy all information. 4. Recipient shall be obligated to protect information which is disclosed orally or in written form and identified as confidential or proprietary. 5. This Agreement imposes no obligation upon Recipient with respect to information which Recipient can establish by legally sufficient evidence: (a) was in the possession of, or was known by, Recipient prior to its receipt from Sun, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by Recipient without the use of information and without the participation of individuals who have had access to information. 6. Disclosure of information is not prohibited if prior notice is given to Sun and such disclosure is: (a) compelled pursuant to a legal proceeding or (b) otherwise required by law, information is delivered "AS IS", and all representations and warranties, express or implied, including fitness for a particular purpose, merchantability and non-infringement, are hereby disclaimed. Neither party has an obligation under this Agreement to sell or purchase any item from the other party. Recipient agrees that any breach of this Agreement will result in irreparable harm to Sun for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Sun shall be entitled to equitable relief, including injunction, in the event of such breach. Recipient waives any requirement for the posting of a bond or other security in the event that Sun seeks such an injunction. Sun retains ownership of information. Recipient does not acquire any rights in information, except the limited right to use information as described above. 7. If Recipient takes or does not take any action (including product development) relying, in whole or in part, on the information or future availability of a Sun product described by or based upon the information, Recipient does so at its own risk and expense. Sun has no obligation under this Agreement to develop, make available or sell any information, product or technology. Sun is not liable for any defects or deficiencies in any product, process or design created by or for Recipient using or relying on the Information, whether or not caused by defects or deficiencies in the Information. 8. This Agreement constitutes the entire agreement between the parties concerning its subject matter. Execution of this Agreement in the space provided below constitutes acceptance by Recipient of the terms and conditions herein. Delivery of Information to Recipient by Sun's acceptance of the terms and conditions herein. All additions or modifications to this Agreement must be made in writing and must be signed by an authorized representative of each party. The parties agree to comply strictly with all applicable export control laws and regulations. Any action related to this Agreement will be governed by California law, excluding choice of law rules.

RECIPIENT:
BY: /s/ J. Steenkamp -------------------------------NAME: J. Steenkamp -----------------------------TITLE: CEO. -----------------------------

15

EXHIBIT C TECHNOLOGY SPECIFIC TERMS AND CONDITIONS The technologies licensed hereunder are those initialled by both parties below:
Exhibit C-1: C-2: C-3: C-4: C-5: C-6: C-7: C-8: C-9: C-10: Technology Java Application Environment Personal Java Environment Embedded Java Environment Java Card Environment HotJava Browser HotJava Views JavaServer Toolkit Java Development Tools HotJava HTML Component Personal Web Access Licensee ________ [ILLEGIBLE] ----------________ ________ ________ ________ ________ ________ ________ ________ Sun ____ [ILLEGIBLE] ----------____ ____ ____ ____ ____ ____ ____ ____

16

EXHIBIT C-2 PERSONAL JAVA ENVIRONMENT (pJava) I. Description of Technology and Documentation a. Required components The Personal Java Environment consists of the following source code: i) All the .java files from the following Java packages:
java.lang java.lang.reflect java.io java.net java.util Language Classes Stream I/O Networking Classes General utilities

EXHIBIT C TECHNOLOGY SPECIFIC TERMS AND CONDITIONS The technologies licensed hereunder are those initialled by both parties below:
Exhibit C-1: C-2: C-3: C-4: C-5: C-6: C-7: C-8: C-9: C-10: Technology Java Application Environment Personal Java Environment Embedded Java Environment Java Card Environment HotJava Browser HotJava Views JavaServer Toolkit Java Development Tools HotJava HTML Component Personal Web Access Licensee ________ [ILLEGIBLE] ----------________ ________ ________ ________ ________ ________ ________ ________ Sun ____ [ILLEGIBLE] ----------____ ____ ____ ____ ____ ____ ____ ____

16

EXHIBIT C-2 PERSONAL JAVA ENVIRONMENT (pJava) I. Description of Technology and Documentation a. Required components The Personal Java Environment consists of the following source code: i) All the .java files from the following Java packages:
java.lang java.lang.reflect java.io java.net java.util java.applet java.awt java.awt.image java.awt.event java.awt.peer java.awt.datatransfer java.util.zip java.beans Language Classes Stream I/O Networking Classes General utilities Applet Classes Abstract Window Toolkit Image Handling Classes delegation event model Implementation Classes for awt data transfer java archive file format java native component model

ii) Associate sun.*files. iii) The Source Code for the Java Runtime Interpreter.

EXHIBIT C-2 PERSONAL JAVA ENVIRONMENT (pJava) I. Description of Technology and Documentation a. Required components The Personal Java Environment consists of the following source code: i) All the .java files from the following Java packages:
java.lang java.lang.reflect java.io java.net java.util java.applet java.awt java.awt.image java.awt.event java.awt.peer java.awt.datatransfer java.util.zip java.beans Language Classes Stream I/O Networking Classes General utilities Applet Classes Abstract Window Toolkit Image Handling Classes delegation event model Implementation Classes for awt data transfer java archive file format java native component model

ii) Associate sun.*files. iii) The Source Code for the Java Runtime Interpreter. b. Tools Suite: a) JavaCheck and b) JavaCode Compact. C. Documentation. Java OEM Language Specification Personal Java OEM API Specification Java OEM Virtual Machine Specification *** ******** ** **** *********** ******* ********** ******** *** *** ** ******* ***** **** ******* ** ******* ** ********** ***** III. Product List: IV. Schedule of Fees and Royalties ** ******* ****** ******* **** *** *** ***** ********* ************** *********** ******* ** ******** ** *********** *** ** **** **** ********* ***** *** ********** *** ** **** **** ********* ***** *** **** ********** *** *** **** **** ********* **** ********** ********* *************** *** ** **** ********* **** *** *** ** ********** ****

17

b. Upfront per Seat Fee for Distribution of Binary Tools Suite:
Number of Seats * * ** * * ** * * ** ** ** *** ** Price/Seat ********* ********* ********* ********* *********

Licensee may use the Tools Suite for internal development **** ** ******* The above fees are payable by Licensee upon distribution of the Binary Tools Suite to Licensee's customer. Mandatory one seat minimum for Tools Suite for each design win. Excluding JavaCheck, the first seat must be node locked, and shall be limited to use on one workstation and is for use by one developer only. Each subsequent seat is floating and may be used consecutively by alternate developers, but only one developer at a time. c. Per Unit or Concurrent User Royalty:* *Licensee agrees to pay Sun a minimum amount of ********** in royalties within the first 5 years of the initial Term based on a royalty rate of ***** *** ***** e. Annual Support and Upgrade Fees: **************** payable in quarterly installments, the first of such quarterly payments will be on the Effective Date. f. Trade-in Fee for the first Reference Implementation: ********** Licensee may Trade-in the pJava Environment for the Trade-In Software as set out in Section 2.11. g. Additional Technology: * * Licensee may elect to add the Additional Environment, if and when available, to the Agreement as set out in Section 2.12 for an Upfront fee ** * ********** **** ********* ******** ************ ** ***** **** ******* *** *** *********** ** *** ******* *********** **** ***** ** ***** *** *** **** ******* **** ****** *** ******* **** ** ***** *** *** **** ***** **** ** ** *** ********** ** * *** **** ********** V. Compatibility Requirements Products must fully comply with the Documentation specified in Section I.c above, and pass the Java Test Suites for the Personal Java Environment and any included Standard Extensions, pursuant to the requirements of Section 2.8 of the Agreement. Licensee may self-certify such compatibility unless Sun policy requires verification of compatibility by an independent test facility designated by Sun, at Licensee's expense. Licensee may not incorporate or otherwise distribute a Licensee Open Class which implements functionality substantially similar to any Java Classes required in another Java Environment. VI. Compatibility Logo: Java Powered VII. Description of Support and Upgrades a. Updates and Bug Tracking. Subject to payment of the fees specified above, Licensee shall have access to the Technology, Updates and the JavaSoft bug tracking database via Sun's commercial licensee web site, and shall be included on Sun's commercial licensee general support alias. Licensee shall have access to the JavaSoft commercial licensee FTP site for the purpose of down loading FCS releases of Updates, as well as early access versions of the Technology as Sun makes such versions available. b. Technical Support. In addition to the Updates and bug reporting specified above, Sun shall provide up to the

b. Upfront per Seat Fee for Distribution of Binary Tools Suite:
Number of Seats * * ** * * ** * * ** ** ** *** ** Price/Seat ********* ********* ********* ********* *********

Licensee may use the Tools Suite for internal development **** ** ******* The above fees are payable by Licensee upon distribution of the Binary Tools Suite to Licensee's customer. Mandatory one seat minimum for Tools Suite for each design win. Excluding JavaCheck, the first seat must be node locked, and shall be limited to use on one workstation and is for use by one developer only. Each subsequent seat is floating and may be used consecutively by alternate developers, but only one developer at a time. c. Per Unit or Concurrent User Royalty:* *Licensee agrees to pay Sun a minimum amount of ********** in royalties within the first 5 years of the initial Term based on a royalty rate of ***** *** ***** e. Annual Support and Upgrade Fees: **************** payable in quarterly installments, the first of such quarterly payments will be on the Effective Date. f. Trade-in Fee for the first Reference Implementation: ********** Licensee may Trade-in the pJava Environment for the Trade-In Software as set out in Section 2.11. g. Additional Technology: * * Licensee may elect to add the Additional Environment, if and when available, to the Agreement as set out in Section 2.12 for an Upfront fee ** * ********** **** ********* ******** ************ ** ***** **** ******* *** *** *********** ** *** ******* *********** **** ***** ** ***** *** *** **** ******* **** ****** *** ******* **** ** ***** *** *** **** ***** **** ** ** *** ********** ** * *** **** ********** V. Compatibility Requirements Products must fully comply with the Documentation specified in Section I.c above, and pass the Java Test Suites for the Personal Java Environment and any included Standard Extensions, pursuant to the requirements of Section 2.8 of the Agreement. Licensee may self-certify such compatibility unless Sun policy requires verification of compatibility by an independent test facility designated by Sun, at Licensee's expense. Licensee may not incorporate or otherwise distribute a Licensee Open Class which implements functionality substantially similar to any Java Classes required in another Java Environment. VI. Compatibility Logo: Java Powered VII. Description of Support and Upgrades a. Updates and Bug Tracking. Subject to payment of the fees specified above, Licensee shall have access to the Technology, Updates and the JavaSoft bug tracking database via Sun's commercial licensee web site, and shall be included on Sun's commercial licensee general support alias. Licensee shall have access to the JavaSoft commercial licensee FTP site for the purpose of down loading FCS releases of Updates, as well as early access versions of the Technology as Sun makes such versions available. b. Technical Support. In addition to the Updates and bug reporting specified above, Sun shall provide up to the equivalent of *** ******* ***** **** engineer to provide technical support to Licensee including email, facsimile and telephone support (during regular business hours Pacific Standard Time). The selection of the

support engineer shall be at Sun's discretion, subject to Licensee's reasonable approval. Licensee may designate a maximum of three (3) contacts within Licensee's organization to interface with the Sun support organization. The support engineer will provide the following services: i) arrange meetings or discussions with Sun technical and management personnel; 18

ii) provide technical assistance in development of Permitted Derivative Works; iii) respond to bug reports from Licensee; iv) develop bug fixes; v) bug tracking for releases; vi) provide interim releases if the need arises; and vii) provide existing and future Documentation as available. VIII. End user License Terms For Products distributed pursuant to a software license agreement to end users, Licensee shall include the following terms and conditions. Licensee shall substitute Licensee's name in place of Sun in each instance where it occurs in the following text. 1. Restrictions. Software is confidential copyrighted information of Sun and title to all copies is retained by Sun and/or its licensors. Customer shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software. Software may not be leased, assigned, or sublicensed, in whole or in part. Software is not designed or intended for use in on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. Customer warrants that it will not use or redistribute the Software for such purposes. 2. Export Regulations. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. Software may not be downloaded, or otherwise exported or re-exported (i) into, or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Commerce Departments Table of Denial Orders. 3. Restricted Rights. Use, duplication or disclosure by the United States government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c) (1) (ii) and FAR 52.227-19(c) (2) as applicable. 19

EXHIBIT D TRADEMARK LICENSE (to be attached) * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential 20

EXHIBIT 10.7 FIRST AMENDMENT TO

ii) provide technical assistance in development of Permitted Derivative Works; iii) respond to bug reports from Licensee; iv) develop bug fixes; v) bug tracking for releases; vi) provide interim releases if the need arises; and vii) provide existing and future Documentation as available. VIII. End user License Terms For Products distributed pursuant to a software license agreement to end users, Licensee shall include the following terms and conditions. Licensee shall substitute Licensee's name in place of Sun in each instance where it occurs in the following text. 1. Restrictions. Software is confidential copyrighted information of Sun and title to all copies is retained by Sun and/or its licensors. Customer shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software. Software may not be leased, assigned, or sublicensed, in whole or in part. Software is not designed or intended for use in on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. Customer warrants that it will not use or redistribute the Software for such purposes. 2. Export Regulations. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. Software may not be downloaded, or otherwise exported or re-exported (i) into, or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Commerce Departments Table of Denial Orders. 3. Restricted Rights. Use, duplication or disclosure by the United States government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c) (1) (ii) and FAR 52.227-19(c) (2) as applicable. 19

EXHIBIT D TRADEMARK LICENSE (to be attached) * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential 20

EXHIBIT 10.7 FIRST AMENDMENT TO TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT THIS FIRST AMENDMENT ("Amendment") is made as of June 30, 1999 (the "Amendment Date"), by and between Sun Microsystems, Inc. ("Sun") and OpenTV, Inc. ("Licensee"). RECITALS WHEREAS, Sun and Licensee are parties to a certain Technology License and Distribution Agreement dated

EXHIBIT D TRADEMARK LICENSE (to be attached) * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential 20

EXHIBIT 10.7 FIRST AMENDMENT TO TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT THIS FIRST AMENDMENT ("Amendment") is made as of June 30, 1999 (the "Amendment Date"), by and between Sun Microsystems, Inc. ("Sun") and OpenTV, Inc. ("Licensee"). RECITALS WHEREAS, Sun and Licensee are parties to a certain Technology License and Distribution Agreement dated March 20, 1998 which provides, among other things, certain development, use and distribution license rights to Licensee with respect to specified portions of Sun's Java(TM) technology (the "Agreement"); and WHEREAS, in consideration of the respective promises contained herein, the parties wish to amend the Agreement in the manner set forth below; NOW THEREFORE, in consideration of the foregoing and the parties' respective obligations under the Agreement, Sun and Licensee hereby amend the Agreement as follows: 1. Definitions. Section 1 of the Agreement is amended to add the following sections and renumber the remaining sections accordingly: 1.11 "Java-Enabled Television Software Stacks" means a class of products, available from Licensee and other Sun licensees, which includes Sun's Personal Java(TM) technology (or alternative Java platform technology as subsequently agreed to by the parties, hereinafter the "Appropriate Java Platform") together with compliant implementations of the Java technology specificiation for television devices that corresponds to the Appropriate Java Platform ("Corresponding TV API"), an operating system, a user interface and other technology, integrated for use in specific Television Devices. 1.16 "Optimized-Product" means a Java-Enabled Television Software Stack that has been developed by Licensee and optimized for a Television Device. 1.29 "Television Devices" means set top box devices, with or without a display, whose principal purpose is to display a broadcast television picture (in any format, including, but not limited to, NTSC, PAL, and HDTV formats). 2. Java Technology for TV. Section 1 of Exhibit C-2 of the Agreement is amended to add, when and if it becomes available, Sun's reference implementation of the Corresponding TV API. ** ********** *** *** ******* * ** ******* *** ** *** ********* ** ******** **** **** *** ** ** ******* ********** ***** ********** ************* ** **** *** ********* **** **** ** **** *** ******* *** ** ****** ********* *** ** *** ********** ******** ***** *** ********* ******* ********** ******** ** ********** ************ ************ ************** **** **** ******* ** ** ********* ** *** *********** ********** ********* ** ******* ***** ******** ************ *** ****** ***** **** ********** ************ *** ********

EXHIBIT 10.7 FIRST AMENDMENT TO TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT THIS FIRST AMENDMENT ("Amendment") is made as of June 30, 1999 (the "Amendment Date"), by and between Sun Microsystems, Inc. ("Sun") and OpenTV, Inc. ("Licensee"). RECITALS WHEREAS, Sun and Licensee are parties to a certain Technology License and Distribution Agreement dated March 20, 1998 which provides, among other things, certain development, use and distribution license rights to Licensee with respect to specified portions of Sun's Java(TM) technology (the "Agreement"); and WHEREAS, in consideration of the respective promises contained herein, the parties wish to amend the Agreement in the manner set forth below; NOW THEREFORE, in consideration of the foregoing and the parties' respective obligations under the Agreement, Sun and Licensee hereby amend the Agreement as follows: 1. Definitions. Section 1 of the Agreement is amended to add the following sections and renumber the remaining sections accordingly: 1.11 "Java-Enabled Television Software Stacks" means a class of products, available from Licensee and other Sun licensees, which includes Sun's Personal Java(TM) technology (or alternative Java platform technology as subsequently agreed to by the parties, hereinafter the "Appropriate Java Platform") together with compliant implementations of the Java technology specificiation for television devices that corresponds to the Appropriate Java Platform ("Corresponding TV API"), an operating system, a user interface and other technology, integrated for use in specific Television Devices. 1.16 "Optimized-Product" means a Java-Enabled Television Software Stack that has been developed by Licensee and optimized for a Television Device. 1.29 "Television Devices" means set top box devices, with or without a display, whose principal purpose is to display a broadcast television picture (in any format, including, but not limited to, NTSC, PAL, and HDTV formats). 2. Java Technology for TV. Section 1 of Exhibit C-2 of the Agreement is amended to add, when and if it becomes available, Sun's reference implementation of the Corresponding TV API. ** ********** *** *** ******* * ** ******* *** ** *** ********* ** ******** **** **** *** ** ** ******* ********** ***** ********** ************* ** **** *** ********* **** **** ** **** *** ******* *** ** ****** ********* *** ** *** ********** ******** ***** *** ********* ******* ********** ******** ** ********** ************ ************ ************** **** **** ******* ** ** ********* ** *** *********** ********** ********* ** ******* ***** ******** ************ *** ****** ***** **** ********** ************ *** ******** * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential

** **** ********** *** *** ******* * ** ******* *** ** *** ********* ** ******* ** **** **** *** ** ** ******* ********** ***** ********* ************ ** *** ************* ** **** *** ********* **** **** ** **** *** ******* *** ** ****** ********* *** ** *** ********** ******** ***** *** ********* ******* ********** ******** ** ********** ************ ************ ************** **** **** ******* ** ** ********* ** *** ***********

** **** ********** *** *** ******* * ** ******* *** ** *** ********* ** ******* ** **** **** *** ** ** ******* ********** ***** ********* ************ ** *** ************* ** **** *** ********* **** **** ** **** *** ******* *** ** ****** ********* *** ** *** ********** ******** ***** *** ********* ******* ********** ******** ** ********** ************ ************ ************** **** **** ******* ** ** ********* ** *** *********** ********** ********* ** ******* ***** ******** ************ *** ****** ***** **** ********** ************ *** ******** ******************************************************************************** 3. Additional Agreement of Parties. Section 5.0 of the Agreement is amended to add the following sections:
Coordination.*** ******** ***** ** * ********** ************* -----------******* ********* ************ ********** ******** ****** ** *** ********** ******* ******* ****** ******* ********** **** *** ********* ***** *** **** ******** **** ********** **** *** ** ******** *** **** ******* ******** ** * ********* ******* ******* ****** *** ********** ******* ****** ** **** **** *** 3.1

******** *** ***** *** ********* ******* ******* ******* **** **** ****** *** ** ********** **** **** ******** ******** ***** *********** ********* *** ********* 3.2 Personal Java Technology for TV ** *************** *** *** *** *** ************ ****** ******** *** *** **** *** ********** **** ********* ****** ********* *** ********** *** ******* **** ******* *** *** *** **** ************* **** ******** ********* ********* **** *** ** ******* * ** ******* *** ********* ****** ** ****** * **** ******** ***** ** ******* ** *** ****** ** *** *** ***** ** ******* *** ** *** ********** ************ **** *** *** ***** *** **** **** ** * ******** ******* **** ************ **** ** *** ***** ** *** ** ******* ** *** ***** *** ***** *** ********* **** ** **** ******** ** *** ***** ** *** ********** *** ********* ******* **** *********** ********* ****** *** **** ***** ** * ************ ****** ** **** ** ******* *********** ***** ** *** ********** ****** ** *** ******** **** *** ******* *********** ** * ******* ******* **** *** *** ********** ****** ******* ***** ********* ** ********** ******* *** ***** ** ***** ** *** **** ********* *** ***** **** ** ********** **** **** ***** ************ ** **** ******** **** ************ *** **** ** ****** ** ** ****** ** ******* ******** **** **** ********* ********* *** ***** ** ******* ****** ** ***** ****** *** ***** **** *** ******* ** *** ******** ****** *** **** **** ****** ********** **** **** ** ********* ****** ***** **** ********* ******** **** ********* ************ ******** **** ****** ***** *** ********* ***** ********* **** ** ******** ** *** ********* ****** ****** ** **** ********** ***** ******** ****** *** ****** ** ******* ** *** ***** ********** ***** ****** **** ******* **** *** **** ******* **** ** *** ***** *** ***** *** *** *** ** **** ********* ** ********** ****** * *** * ** *** ********** ** *** **** ** ****** **** ***** ***** *********** ** ** ****** ******** ******* ******* *** ** ** ***** ******** ** ***** *** ** *** ** ***** ***** ** *** ******* * **** ****** **** ****** *** *** ****** ******** ****** ** ********* ******** *** **** *** *** * ***** ** *** ** **** ** **** *********** ********** **** *** ** ******* * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential

** *** ****** **** ********** ** *** **** ******** ****** ************ *** ***** ********* ******* **** ***** *** *** * ****** ** **** *** ***** **** *** ********* ***** ******** ******** ** *** ** ****** ** **** ********* ** *** ********** *** **** *** ************ ********** ******* *** *** **** **** *** *** ******* ******* ******* ** ********** ****

** *** ****** **** ********** ** *** **** ******** ****** ************ *** ***** ********* ******* **** ***** *** *** * ****** ** **** *** ***** **** *** ********* ***** ******** ******** ** *** ** ****** ** **** ********* ** *** ********** *** **** *** ************ ********** ******* *** *** **** **** *** *** ******* ******* ******* ** ********** **** ***** ************* *** ************ ********** ******** ****** **** ******* ********* ***** **** ***** ********* ******* ********* ***** *** ***** ** ***** *********** **** ******* ** ****** *********** ******** *** ************ ********** ******** ***** ***** ***** ********* ** *** **** *** *** ***** ******* ********* ** *** ************ ********** ******* ************ *** ***** ******* **** ***** ***** **** ********** ** ******* ***** ** *** ************ ********** ******** ***** ******* ******* ********* *** ********* ***** *** ****** *** ********** ******* ** ***** *** ***** *** ******* *** **** ********* ** ************ *** ********** *********** ******* ************ *** ******** ***** ******* *** **** ************* ** ********* *** *********** ****** * ** ******** **** ************ ****** ******* *** ****** ** ********** ******** ********* *** ****** ********** *** ***** ************ **** ********* ******** **** *** ************* *** **** ** *** ** ********** ******* *********** ****** *** **** ***** **** ********** ** * **** ********* **** **** ** *********** **** ********** ****** ********* ******* ********* *** ********** ******** ****** ** *********** *** *********** **** ********* ******** **** *** ************* ** *** *** **** ************* ** ** ******** ********* ** ****** ******** ** *** ******** *** ********** ******** ******** **** ******* *** ******* *** *********** ********* *** ** ********** ******* ********** ** ******** *** ********* ******* ******* ** *** **** *********** ******** ***** **** ****** ** * ********* ************** ********** ** *** ************ **** ********* ******** **** ***** ************* ** *** *** * ******** ********* *** *** *** **** ********** ** ********* *** ********* ***** *** ****** *** ********** ******* ** ***** *** ***** *** ******* ******** **** ********* ** ************ *** ********** ** ********* *** *********** ********** ** *** ***** **** *** *** *** *** *** *********** *** ***** *** ** ** **** ********** ******** ***** ** ****** **** *** *********** ******** ** ***** ******** ** *** ******* **** ********* ** ********** *** *********** **** ********* ******** ***** *** **************** **** *** ******** ******** **** *********** **** ******* *** ************* ** *** ********** ******* *** * **** ********** *** ********* ** ** ******* ** **** ****** *** ********** *** ************ *** ********* ******** *** ******* ***** ******* ** ***** **** *** ******** **** **** ****** ****** **** **** ** *** ********* ***** ********* *********** ** *** **** ********* **** ******* ** *** ******* ******** ** *** ***** ******** ******* ****** ** *** ************ ********** ******* ** **** *** ********** ******** ** **** **** **** ** ******** *** ********* ******* *** ***** *** *** ** ***** ** **** **** ** *** ******* ***** ***** ** ********* ********** ** **** ***** ******** ***** ****** **** *** ********* ******* ***** **** *** ************* ********** *** *********** **** ******** *** ************* **** ** *** ****** ********* ******* ** **** ******* **** ** ********* ** **** ** ** ******* ** ******* ******** ** ********* ********** ********** **** **** ******* ** ******** ** * ******* ********* ********* *********** ******* *** ** *********** ************ ** ******* *** *********** ** *** ******* **** ********* ** ********** *** *********** **** ********* ******** ***** *** **************** **** *** ******** ******** **** *********** **** ******* *** ************* ** *** ********** ******* *** * **** ********** *** ********* ** ** ******* ** **** ****** *** ********** *** ************ *** ********* ******** *** ******* ***** ******* ** ***** **** *** ******** **** **** ****** ****** **** **** ** *** ********* ***** ********* *********** ** *** **** ********* **** ******* ** *** ******* ******** ** *** ***** ******** ******* ****** ** *** ************ ********** ******* ** **** *** ********** ******** ** **** **** 3.3 Jini Connection Technology, **** *** ********* ************** ** **** ** ** **** *** **** **** ********** ******* ** *** ******* *** ************* **** ******* *** ******* **** ************ * Indicates that confidential treatment has been granted for that portion of the text as marked and that the

confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential

*************************** *** *** *** *** ************ ****** ******** *** *** **** *** ********** **** ********* ****** ********* *** ********** *** ******* **** ******* *** *** *** **** ************* **** ******** ********* ********* **** *** ** ******* * ** ******* *** ********* ****** ** ****** * **** ******** ***** ** ******* ** *** ****** ** *** *** ***** ** ******* *** ** *** ********** ************ **** *** *** ***** *** **** **** ** * ******** ******* **** ************ **** ** *** ***** ** *** ** ******* ** *** ***** *** ***** *** ********* **** ** **** ******** ** *** ***** ** *** ********** *** ********* ******* **** *********** ********* ****** *** **** ***** ** * ************ ****** ** **** ** ******* *********** ***** ** *** ********** ****** ** *** ******** **** *** ******* *********** ** * ******* ******* **** *** *** ********** ****** ******* ******** ****** ** ******* *** ********** ******** ** ***** *** ******** ******* ************* *** **** ********** ********** ** ******** *** ***** ******** **** *** ********* ** *** ***** ******** *** ************* ** **** ********** ********** ***** ** ** ********** **** *********** *** ** *** ************ ********** ******* ** **** *** ** ********** ********** ********* ** ** ********* *** *** ** ********** ********** ******** ** ******** *** **** 3.4 Standards and Content Development ********* ********* *** ********* ***** *********************** ********** *** ******* *** ** ******* ** ******** *** ******** ********* ****** ** ***** *** ******** **** *** ********** *** *********** **** ******** *** ************* ** *** ** ********** *** *** **** ******* *** **** ************ ********* *** ********* ***** ******* ***** **** ******* **** *** ** ****** ********* ** *** *********** **** **** ******** *** *** ************* ** **** ** * **** ********* ** *** ******** ** *** ********* *** *** ** ********* ** ********* *********** ***** *** ********* ***** *** ******* **** ******** ******* **** ** ********** ****** *** ************ **** ********** ******* *********** *** *** ********** **** ********** ** ** *** ** ********** ******* **** *** ******** **** *** ****** **** *** ******** ********* ******* ** ***** **** ** **** ** **** ******* ** *** ** *** ********* ** ***** **** *** ********** *** *********** **** ******** *** ************* ** *** ** ********** *** *** **** ******** ****** 3.5 Marketing. Licensee will use commercially reasonable efforts to include in its appropriate press releases and marketing collateral, as well as in oral communications with customers and the public, statements declaring Licensee's preferential support for Appropriate Java Platform and the Corresponding TV API, provided that the content, timing and form of such communications shall be at Licensees discretion. Sun will use commercially reasonable efforts to issue a press release* *** ********** ******* ** ************** ***** ** ** **** ***********provided that the content, form and timing shall be at Sun's discretion and provided further that Sun shall consider, in good faith, suggestions regarding additions, deletions and/or changes made by Licensee. Sun will use commercially reasonable efforts to include in its appropriate subsequent press releases and marketing collateral, as well as in oral communications with customers and the public, statements declaring Sun's support for Licensee as a preferred channel partner within the Television Devices market, provided that the content, timing and form of such communications shall be at Sun's discretion. 4. ******* Royalty. ** *** ** ****** ****** ** ********* ************ *** ***** ******* ****** ******* **** **** **** *** *** ****** ** ******* ** *** ********* ***** ** ****** ****** ** ****** *** *** ********* ** *** ************ ***** ** *** ***** *** *** * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission.

******** ******** *** *** *** *** ************ ****** ******** *** *** **** *** **********

*************************** *** *** *** *** ************ ****** ******** *** *** **** *** ********** **** ********* ****** ********* *** ********** *** ******* **** ******* *** *** *** **** ************* **** ******** ********* ********* **** *** ** ******* * ** ******* *** ********* ****** ** ****** * **** ******** ***** ** ******* ** *** ****** ** *** *** ***** ** ******* *** ** *** ********** ************ **** *** *** ***** *** **** **** ** * ******** ******* **** ************ **** ** *** ***** ** *** ** ******* ** *** ***** *** ***** *** ********* **** ** **** ******** ** *** ***** ** *** ********** *** ********* ******* **** *********** ********* ****** *** **** ***** ** * ************ ****** ** **** ** ******* *********** ***** ** *** ********** ****** ** *** ******** **** *** ******* *********** ** * ******* ******* **** *** *** ********** ****** ******* ******** ****** ** ******* *** ********** ******** ** ***** *** ******** ******* ************* *** **** ********** ********** ** ******** *** ***** ******** **** *** ********* ** *** ***** ******** *** ************* ** **** ********** ********** ***** ** ** ********** **** *********** *** ** *** ************ ********** ******* ** **** *** ** ********** ********** ********* ** ** ********* *** *** ** ********** ********** ******** ** ******** *** **** 3.4 Standards and Content Development ********* ********* *** ********* ***** *********************** ********** *** ******* *** ** ******* ** ******** *** ******** ********* ****** ** ***** *** ******** **** *** ********** *** *********** **** ******** *** ************* ** *** ** ********** *** *** **** ******* *** **** ************ ********* *** ********* ***** ******* ***** **** ******* **** *** ** ****** ********* ** *** *********** **** **** ******** *** *** ************* ** **** ** * **** ********* ** *** ******** ** *** ********* *** *** ** ********* ** ********* *********** ***** *** ********* ***** *** ******* **** ******** ******* **** ** ********** ****** *** ************ **** ********** ******* *********** *** *** ********** **** ********** ** ** *** ** ********** ******* **** *** ******** **** *** ****** **** *** ******** ********* ******* ** ***** **** ** **** ** **** ******* ** *** ** *** ********* ** ***** **** *** ********** *** *********** **** ******** *** ************* ** *** ** ********** *** *** **** ******** ****** 3.5 Marketing. Licensee will use commercially reasonable efforts to include in its appropriate press releases and marketing collateral, as well as in oral communications with customers and the public, statements declaring Licensee's preferential support for Appropriate Java Platform and the Corresponding TV API, provided that the content, timing and form of such communications shall be at Licensees discretion. Sun will use commercially reasonable efforts to issue a press release* *** ********** ******* ** ************** ***** ** ** **** ***********provided that the content, form and timing shall be at Sun's discretion and provided further that Sun shall consider, in good faith, suggestions regarding additions, deletions and/or changes made by Licensee. Sun will use commercially reasonable efforts to include in its appropriate subsequent press releases and marketing collateral, as well as in oral communications with customers and the public, statements declaring Sun's support for Licensee as a preferred channel partner within the Television Devices market, provided that the content, timing and form of such communications shall be at Sun's discretion. 4. ******* Royalty. ** *** ** ****** ****** ** ********* ************ *** ***** ******* ****** ******* **** **** **** *** *** ****** ** ******* ** *** ********* ***** ** ****** ****** ** ****** *** *** ********* ** *** ************ ***** ** *** ***** *** *** * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission.

******** ******** *** *** *** *** ************ ****** ******** *** *** **** *** ********** **** ********* ****** ********* *** ********** *** ******* **** ******* *** *** *** **** ************* **** ******** ********* ********* **** *** ** ******* * ** ******* *** ********* ****** ** ****** * **** ******** ***** ** ******* ** *** ****** ** *** *** ***** ** ******* *** ** *** ********** ************ **** *** *** ***** *** **** **** ** * ******** ******* **** ************ **** ** *** ***** ** *** ** ******* ** *** ***** *** ***** ***

******** ******** *** *** *** *** ************ ****** ******** *** *** **** *** ********** **** ********* ****** ********* *** ********** *** ******* **** ******* *** *** *** **** ************* **** ******** ********* ********* **** *** ** ******* * ** ******* *** ********* ****** ** ****** * **** ******** ***** ** ******* ** *** ****** ** *** *** ***** ** ******* *** ** *** ********** ************ **** *** *** ***** *** **** **** ** * ******** ******* **** ************ **** ** *** ***** ** *** ** ******* ** *** ***** *** ***** *** ********* **** ** **** ******** ** *** ***** ** *** ********** *** ********* ******* **** *********** ********* ****** *** **** ***** ** * ************ ****** ** **** ** ******* *********** ***** ** *** ********** ****** ** *** ******** **** *** ******* *********** ** * ******* ******* **** *** *** ********** ****** ******* 5. Annual Support and Upgrade Fees **** *** ********* ************** ** **** ** ** **** *** **** **** ********** ******* ** *** ******* *** ************* **** ******* *** ******* **** ************ 6. Effect on Agreement. Except as otherwise specifically provided in this Amendment, defined terms shall have the same meaning as defined in the Agreement. Except as amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives.
SUN MICROSYSTEMS, INC. By: /s/ Jay Puri --------------------Name: Jay Puri Title: VP WW Sales 6/30/99 OPENTV, INC. Subject to ratification by OpenTV, Inc., Board of Directors By: /s/ Randall S. Livingston -----------------------------Name: Randall S. Livingston Title: Chief Financial Officer

June 30, 1999 Final Sun Confidential * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission.

******* ** ********** ************* ** *********** *** ********* **** ******** *********** ** *********** *** ********* ** ************ *** *** ************** **** ** ****** *** **** *** ************ ******* *** **** ***** ********** **** * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential

EXHIBIT 10.9 [LOGO]Sun ORIGINAL Sun Confidential microsystems ORIGINAL

******* ** ********** ************* ** *********** *** ********* **** ******** *********** ** *********** *** ********* ** ************ *** *** ************** **** ** ****** *** **** *** ************ ******* *** **** ***** ********** **** * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential

EXHIBIT 10.9 [LOGO]Sun ORIGINAL Sun Confidential microsystems ORIGINAL SUN MICROSYSTEMS, INC. SOURCE CODE LICENSE AND BINARY CODE DISTRIBUTION AGREEMENT THIS SOURCE CODE LICENSE AND BINARY CODE DISTRIBUTION AGREEMENT including Exhibits ("Agreement") is made to be effective as of 1 April 1998 (the "Effective Date"), by and between Sun Microsystems, Inc., a Delaware corporation having its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 ("Sun"), and Licensee as identified in Exhibit A ("Licensee"). 1. DEFINITIONS 1.1 "Binary Code" means machine-readable, executable code of a computer program. 1.2 "Confidential Information" means (a) the Licensed Software (including its nature and existence) and Derivative Works thereof, (b) any and all other information which is disclosed by Sun to Licensee orally, electronically, visually, or in a document or other tangible form, which is either identified as or should be reasonably understood to be confidential and/or proprietary, (c) any test results, error data, or other reports made by Licensee in connection with the license rights granted under this Agreement, (d) any notes, extracts, analyses, or materials prepared by Licensee which are copies of or Derivative Works of the Confidential Information or from which the substance of the Confidential Information can be inferred or otherwise understood, and (e) the terms, conditions, and existence of this Agreement. "Confidential Information" does not include information received from Sun which Licensee can clearly establish by written evidence (a) is or becomes down by Licensee without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission of Licensee; or (c) is independently developed by Licensee without use of the Confidential Information. 1.3 "Derivative Work means: (a) for copyrightable or copyrighted material (including materials subject to mask work rights), a work which is based upon one or more pre-existing works, such as a revision, modification, translation, abridgement, condensation, expansion, collection, compilation, or any other form in which such preexisting works may be recast, transformed, or adapted; (b) for patentable or patented materials, any adaptation. addition, improvement, or combination; and (c) for material subject to trade secret protection, any new material, information, or data relating to and derived from such existing trade secret material, including new material which may be protectable by copyright. patent, or other proprietary rights. 1.4 "Designated Equipment For Source Code" or "Designated Equipment" means the non-networked standalone equipment on which Licensee uses Licensed Software in Source Code form pursuant to this Agreement and which is Identified in Exhibit A(3). 1.5 "Designated Products" means the software products sold, leased, or otherwise distributed by or for Licensee, as mop fully set forth in Exhibit A(7).

EXHIBIT 10.9 [LOGO]Sun ORIGINAL Sun Confidential microsystems ORIGINAL SUN MICROSYSTEMS, INC. SOURCE CODE LICENSE AND BINARY CODE DISTRIBUTION AGREEMENT THIS SOURCE CODE LICENSE AND BINARY CODE DISTRIBUTION AGREEMENT including Exhibits ("Agreement") is made to be effective as of 1 April 1998 (the "Effective Date"), by and between Sun Microsystems, Inc., a Delaware corporation having its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 ("Sun"), and Licensee as identified in Exhibit A ("Licensee"). 1. DEFINITIONS 1.1 "Binary Code" means machine-readable, executable code of a computer program. 1.2 "Confidential Information" means (a) the Licensed Software (including its nature and existence) and Derivative Works thereof, (b) any and all other information which is disclosed by Sun to Licensee orally, electronically, visually, or in a document or other tangible form, which is either identified as or should be reasonably understood to be confidential and/or proprietary, (c) any test results, error data, or other reports made by Licensee in connection with the license rights granted under this Agreement, (d) any notes, extracts, analyses, or materials prepared by Licensee which are copies of or Derivative Works of the Confidential Information or from which the substance of the Confidential Information can be inferred or otherwise understood, and (e) the terms, conditions, and existence of this Agreement. "Confidential Information" does not include information received from Sun which Licensee can clearly establish by written evidence (a) is or becomes down by Licensee without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission of Licensee; or (c) is independently developed by Licensee without use of the Confidential Information. 1.3 "Derivative Work means: (a) for copyrightable or copyrighted material (including materials subject to mask work rights), a work which is based upon one or more pre-existing works, such as a revision, modification, translation, abridgement, condensation, expansion, collection, compilation, or any other form in which such preexisting works may be recast, transformed, or adapted; (b) for patentable or patented materials, any adaptation. addition, improvement, or combination; and (c) for material subject to trade secret protection, any new material, information, or data relating to and derived from such existing trade secret material, including new material which may be protectable by copyright. patent, or other proprietary rights. 1.4 "Designated Equipment For Source Code" or "Designated Equipment" means the non-networked standalone equipment on which Licensee uses Licensed Software in Source Code form pursuant to this Agreement and which is Identified in Exhibit A(3). 1.5 "Designated Products" means the software products sold, leased, or otherwise distributed by or for Licensee, as mop fully set forth in Exhibit A(7). 1.6 "Designated Site For Binary Code" means the network or location as set forth in Exhibit A(5). 1.7 "Designated Site For Source Code" means the location of the Designated Equipment as set forth in Exhibit A (4). 1.8 "Developed Product" means the Binary Code form of Derivative Works of the Licensed Software developed for distribution solely bundled with Designated Products in accordance with this Agreement, as more fully set forth in Exhibit A(1O). 1.9 "Distributor" means any entity which is under a contractual obligation as set forth in this Agreement with Licensee to distribute Developed Products directly or indirectly to End Users in accordance with Section 3.4 of this Agreement. 1.10 "Documentation" means materials related to the Licensed Software which Sun delivers to Licensee

hereunder as more particularly described in Exhibit A, and such other materials as Sun may deliver hereunder from time to time. 1.11 "End User" means the end users licensed to use the Developed Products under an End User Binary Code License with Sun, Licensee, or a Distributor. * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. 1 of 12

SUN CONFIDENTIAL 1.12 "End User Binary Code License" means the license agreement used by Sun, Licensee, or a Distributor to

SUN CONFIDENTIAL 1.12 "End User Binary Code License" means the license agreement used by Sun, Licensee, or a Distributor to license the Developed Products to End Users and which agreement must include the material terms set forth in Exhibit B. 1.13 "Error" means any reproducible failure of Licensed Software to conform in any material respect to the functional or performance specifications or Documentation therefor, as the same may be amended and/or supplemented from tine to time. 1.14 "Error Correction" means an action taken which, whether in the form of a modification, addition, procedure, or routine, when taken or observed, establishes material conformity to the current specifications and Documentation therefor or eliminates the practical adverse effect of an Error in the regular operation of the software in question. 1.15 "Intellectual Property Rights" means all intellectual property rights worldwide arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired, including all (a) patent rights; (b) rights associated with works of authorship including copyrights and mask work rights; (c) rights relating to the protection of trade secrets and confidential information; and (d) any right analogous to those set forth herein and any other proprietary rights relating to intangible property; but specifically excluding trademarks, service marks, trade dress, trade names, and design patent rights. 1.16 "Licensed Software" means the Source Code and Binary Code forms of the software specifically identified in Exhibit A, including any Error Corrections and any related Documentation delivered to Licensee during the term of this Agreement. In addition, Licensed Software shall include any Updates to the Licensed Software or additional software delivered to Licensee during the term of this Agreement. 1.17 "License Fees" means the fees set forth in Exhibit A(8). 1.18 "Royalties" means the royalties set forth in Exhibit A(8). 1.19 "Source Code" means code of a computer program that is not executable by a computer system directly but must be converted into machine language by compilers, assemblers, and/or interpreters. 1.20 "Sun Technology" means (a) Licensed Software and other Confidential Information; and (b) Derivative Works of the foregoing. 1.21 "Updates" means later releases, modifications, enhancements, or extensions to the Licensed Software, other than Error Corrections. 2. OWNERSHIP 2.1 Ownership Of Sun Technology. Licensee acknowledges and agrees that as between the parties, Sun is and will be the sole and exclusive owner of all right, title, and interest in and to the Sun Technology and all associated Intellectual Property Rights, and that Licensee acquires no interests under this Agreement to any Sun Technology or any Intellectual Property Rights therein, other than the limited interests specifically granted in this Agreement. Licensee agrees to and hereby does assign to Sun without additional compensation any and all right, title, and interest it may have or obtain in and to such Sun Technology and associated Intellectual Property Rights. 2.2 No Limitation On Use. Nothing contained in this Agreement shall be construed to limit or restrict, in any way or manner, any right of Sun to encumber, transfer, license, access, reference, use, or practice the Sun Technology in any way for any purpose or use (subject only to the rights specifically granted Licensee hereunder), including without limitation the use, licensing, and/or registration of the Sun Technology anywhere in the world far any purpose or use in connection with the development, manufacture, distribution, marketing, promotion. and sale of any products. 3. LICENSE GRANT; LIMITTATIONS AND OBLIGATIONS

3.1 Grant To Licensee. Subject to all limitations and obligations set forth in this Agreement, including the obligation to pay the License Fees and/or Royalties set forth in Exhibit A(8), Sun grants to Page 2 of 12

SUN CONFIDENTIAL Licensee a non-exclusive, non-transferable license to use, modify, and copy the Licensed Software internally on or with the Designated Equipment and solely at the Designated Site For Source Code, only for the following purposes: to (a) create Derivative Works thereof that are Developed Products (including Error Corrections incorporated therein); (b) support and maintain such Developed Products; (c) copy, have copied, and distribute such Developed Products in Binary Code form and Documentation directly or through Distributors to End Users, solely for use on or with Designated Products, (d) grant said Distributors the rights granted in (c) above. 3.2 Other Equipment. In the event that, and only for so long as, the Designated Equipment is inoperable, Licensee may use the Source Code of the Sun Technology at the Designated Site For Source Code on substitute equipment of the same manufacturer, provided that Licensee notifies Sun in writing within ten (10) days of such substitution and identifies the substitute equipment. Licensee may not otherwise transfer the Source Code of the Sun Technology, or any portion thereof, to a site other than the Designated Site For Source Code or to substitute equipment of a different manufacturer (whether or not at the Designated Site For Source Code) without Sun's prior written consent. 3.3 Conformance To Specifications. Derivative Works and Developed Products shall conform to the Specifications set forth in Exhibit A(10). 3.4 End User License Terms. Prior to Licensee or any Distributor furnishing any Developed Products to one of its Distributors or End Users, Licensee and/or any Distributor shall obtain: (a) a signed agreement from such Distributor, the terms and conditions of which shall be consistent with the relevant terms and conditions of this Agreement; and (b) an agreement from each End User incorporating the material terms and conditions of the End User Binary Code License attached as Exhibit B. 3.5 No Other Rights. Other than the limited rights granted in this Agreement Licensee acquires no right, title, or interest in or to the Sun Technology. 4. DELIVERY, INSTALLATION, ACCEPTANCE, AND RISK OF LOSS 4.1 Delivery Of Licensed Software. Subject to the conditions set forth in this Agreement, Sun shall deliver the Licensed Software to a carrier, F.O.B. Sun facilities. Licensee assumes all risk of loss or damage upon delivery of the Licensed Software by Sun to a carrier. Licensee agrees that acceptance occurs upon delivery of Licensed Software by Sun to a carrier. 4.2 Installation. Licensee shall be solely responsible for installation of the Licensed Software on the Designated Equipment. 4.3 Notice Of Errors. Licensee shall promptly inform Sun regarding any Errors it may detect in the Licensed Software. 5. TERM AND TERMINATION 5.1 Term. This Agreement shall commence on the Effective Date, and expire on the date set forth in Exhibit A (2). 5.2 Termination. Sun may terminate this Agreement immediately in the event (a) Licensee materially breaches any of the provisions of this Agreement (b) Licensee takes any action in derogation of Sun's rights to Sun's Confidential Information, or (c) the Licensed Software, or any portion thereof, becomes, or in Sun's opinion is likely to become, the subject of a claim of infringement of a patent, trade secret, copyright, mask work right, or other proprietary right.

SUN CONFIDENTIAL Licensee a non-exclusive, non-transferable license to use, modify, and copy the Licensed Software internally on or with the Designated Equipment and solely at the Designated Site For Source Code, only for the following purposes: to (a) create Derivative Works thereof that are Developed Products (including Error Corrections incorporated therein); (b) support and maintain such Developed Products; (c) copy, have copied, and distribute such Developed Products in Binary Code form and Documentation directly or through Distributors to End Users, solely for use on or with Designated Products, (d) grant said Distributors the rights granted in (c) above. 3.2 Other Equipment. In the event that, and only for so long as, the Designated Equipment is inoperable, Licensee may use the Source Code of the Sun Technology at the Designated Site For Source Code on substitute equipment of the same manufacturer, provided that Licensee notifies Sun in writing within ten (10) days of such substitution and identifies the substitute equipment. Licensee may not otherwise transfer the Source Code of the Sun Technology, or any portion thereof, to a site other than the Designated Site For Source Code or to substitute equipment of a different manufacturer (whether or not at the Designated Site For Source Code) without Sun's prior written consent. 3.3 Conformance To Specifications. Derivative Works and Developed Products shall conform to the Specifications set forth in Exhibit A(10). 3.4 End User License Terms. Prior to Licensee or any Distributor furnishing any Developed Products to one of its Distributors or End Users, Licensee and/or any Distributor shall obtain: (a) a signed agreement from such Distributor, the terms and conditions of which shall be consistent with the relevant terms and conditions of this Agreement; and (b) an agreement from each End User incorporating the material terms and conditions of the End User Binary Code License attached as Exhibit B. 3.5 No Other Rights. Other than the limited rights granted in this Agreement Licensee acquires no right, title, or interest in or to the Sun Technology. 4. DELIVERY, INSTALLATION, ACCEPTANCE, AND RISK OF LOSS 4.1 Delivery Of Licensed Software. Subject to the conditions set forth in this Agreement, Sun shall deliver the Licensed Software to a carrier, F.O.B. Sun facilities. Licensee assumes all risk of loss or damage upon delivery of the Licensed Software by Sun to a carrier. Licensee agrees that acceptance occurs upon delivery of Licensed Software by Sun to a carrier. 4.2 Installation. Licensee shall be solely responsible for installation of the Licensed Software on the Designated Equipment. 4.3 Notice Of Errors. Licensee shall promptly inform Sun regarding any Errors it may detect in the Licensed Software. 5. TERM AND TERMINATION 5.1 Term. This Agreement shall commence on the Effective Date, and expire on the date set forth in Exhibit A (2). 5.2 Termination. Sun may terminate this Agreement immediately in the event (a) Licensee materially breaches any of the provisions of this Agreement (b) Licensee takes any action in derogation of Sun's rights to Sun's Confidential Information, or (c) the Licensed Software, or any portion thereof, becomes, or in Sun's opinion is likely to become, the subject of a claim of infringement of a patent, trade secret, copyright, mask work right, or other proprietary right. 5.3 Change Of Control. In the event of the direct or indirect taking over or assumption of control of Licensee or of substantially all of its assets by any government, governmental agency, or other third party, or more than fifty percent (50%) equitable ownership of Licensee is transferred to a direct competitor of Sun, or Licensee becomes insolvent, Sun may at its sole option and in its sole discretion terminate the license granted under Section 3.1 or terminate this Agreement upon written notice to Licensee.

5.4 Obligations On Termination. Within one-hundred twenty (120) days of the expiration or termination of this Agreement, Licensee shall discontinue all use of the Sun Technology and the license and rights granted hereunder shall terminate at that time; however, if the termination is due to Licensee's breach, then Licensee must immediately discontinue all use of the Sun Technology, and the license and rights Page 3 of 12

SUN CONFIDENTIAL granted hereunder shall immediately terminate. Within thirty (30) days after such expiration or termination, Licensee shall deliver to Sun, F.O.B. Sun's facilities, all Sun Technology, including any and all copies of material containing Confidential Information. Notwithstanding the foregoing, unless Sun has terminated this Agreement pursuant to this Article 5 for failure to comply with any of the terms or conditions of this Agreement, Licensee may continue to use the Licensed Software solely in connection with maintenance and support (but not to create Updates) of the Developed Products sublicensed to existing End Users, but only for so long as Licensee is contractually bound to provide such support and maintenance. Licenses previously granted to End Users shall not terminate. 5.5 Survival. The provisions set forth in Sections 2, 5.2, 5.4, 5.5, 6, 7, 8, 9, 10, 11, and 13 shall survive termination or expiration of the Agreement. 6. PAYMENTS, RECORDS, AND TAXES 6.1 License Fees. Licensee shall pay to Sun in U.S. Dollars the non-refundable License Fees specified in Exhibit A(8) (if any), upon full execution of this Agreement. 6.2 Royalties. Licensee shall pay to Sun in U.S. Dollars the Royalties specified in Exhibit A(8) (if any). Royalties shall be paid quarterly within thirty (30) days following the end of the calendar quarter in which the Developed Products ship. Payments shall be accompanied by a certified statement of the number of Developed Products sold in the calendar quarter and the total cumulative volume of Developed Products sold as of the end of that quarter. 6.3 Taxes. All amounts payable by Licensee to Sun under this Agreement are exclusive of any tax, levy, or similar governmental charge that may be assessed by any jurisdiction, whether based on gross revenue; the delivery, possession, or use of licensed Software; the execution or performance of this Agreement, or otherwise. If, under the laws of the applicable jurisdictional Licensee is required to withhold any tax on amounts payable, then the amount of the payment will be automatically increased to offset such tax, so that the amount actually remitted, net of all taxes, equals the amount invoiced or otherwise due. Licensee will pay all other taxes, levies or similar governmental charges and provide Sun with a certificate of exemption acceptable to the taxing authority. Notwithstanding the foregoing, Licensee may deduct from payments any income tax or tax of a similar nature (including, without limitation, taxes based on net worth and franchise taxes) imposed by any government ("government income tax") on such payment and actually paid by it for the account of Sun, to the extent that such government income tax does not exceed the appropriate withholding amount applicable under relevant tax treads and qualifies as creditable foreign tax by the government of the United States of America, In the event that Licensee deducts any such income or similar tax from any such payment Licensee shall furnish Sun with an official receipt a other evidence issued by the taxing authority. 7. SUPPORT AND UPDATES 7.1 No Updates. The License Fees and Royalties specified in Exhibit A(8) (if any) are for the initial delivered version of the Licensed Software. Updates are not included. Any Updates provided in Sun's discretion may require payment of additional License Fees and/or increased Royalties. 7.2 No Support For Sun Technology. Notwithstanding any provision to the contrary contained elsewhere in this Agreement, Sun shall have no obligation to provide support for the Sun Technology. In addition, Sun is under no obligation to enhance, correct deficiencies, or provide Error Corrections for the Sun Technology Error Corrections may be supplied by Sun from time to time, in Sun's sole discretion.

SUN CONFIDENTIAL granted hereunder shall immediately terminate. Within thirty (30) days after such expiration or termination, Licensee shall deliver to Sun, F.O.B. Sun's facilities, all Sun Technology, including any and all copies of material containing Confidential Information. Notwithstanding the foregoing, unless Sun has terminated this Agreement pursuant to this Article 5 for failure to comply with any of the terms or conditions of this Agreement, Licensee may continue to use the Licensed Software solely in connection with maintenance and support (but not to create Updates) of the Developed Products sublicensed to existing End Users, but only for so long as Licensee is contractually bound to provide such support and maintenance. Licenses previously granted to End Users shall not terminate. 5.5 Survival. The provisions set forth in Sections 2, 5.2, 5.4, 5.5, 6, 7, 8, 9, 10, 11, and 13 shall survive termination or expiration of the Agreement. 6. PAYMENTS, RECORDS, AND TAXES 6.1 License Fees. Licensee shall pay to Sun in U.S. Dollars the non-refundable License Fees specified in Exhibit A(8) (if any), upon full execution of this Agreement. 6.2 Royalties. Licensee shall pay to Sun in U.S. Dollars the Royalties specified in Exhibit A(8) (if any). Royalties shall be paid quarterly within thirty (30) days following the end of the calendar quarter in which the Developed Products ship. Payments shall be accompanied by a certified statement of the number of Developed Products sold in the calendar quarter and the total cumulative volume of Developed Products sold as of the end of that quarter. 6.3 Taxes. All amounts payable by Licensee to Sun under this Agreement are exclusive of any tax, levy, or similar governmental charge that may be assessed by any jurisdiction, whether based on gross revenue; the delivery, possession, or use of licensed Software; the execution or performance of this Agreement, or otherwise. If, under the laws of the applicable jurisdictional Licensee is required to withhold any tax on amounts payable, then the amount of the payment will be automatically increased to offset such tax, so that the amount actually remitted, net of all taxes, equals the amount invoiced or otherwise due. Licensee will pay all other taxes, levies or similar governmental charges and provide Sun with a certificate of exemption acceptable to the taxing authority. Notwithstanding the foregoing, Licensee may deduct from payments any income tax or tax of a similar nature (including, without limitation, taxes based on net worth and franchise taxes) imposed by any government ("government income tax") on such payment and actually paid by it for the account of Sun, to the extent that such government income tax does not exceed the appropriate withholding amount applicable under relevant tax treads and qualifies as creditable foreign tax by the government of the United States of America, In the event that Licensee deducts any such income or similar tax from any such payment Licensee shall furnish Sun with an official receipt a other evidence issued by the taxing authority. 7. SUPPORT AND UPDATES 7.1 No Updates. The License Fees and Royalties specified in Exhibit A(8) (if any) are for the initial delivered version of the Licensed Software. Updates are not included. Any Updates provided in Sun's discretion may require payment of additional License Fees and/or increased Royalties. 7.2 No Support For Sun Technology. Notwithstanding any provision to the contrary contained elsewhere in this Agreement, Sun shall have no obligation to provide support for the Sun Technology. In addition, Sun is under no obligation to enhance, correct deficiencies, or provide Error Corrections for the Sun Technology Error Corrections may be supplied by Sun from time to time, in Sun's sole discretion. 7.3 No Support For Derivative Works. Licensee acknowledges and agrees that it shall be solely responsible for maintaining and supporting any Derivative Works, including but not limited to Developed Products, and Licensee shall be responsible for all engineering resources necessary for such maintenance and support. License shall not refer its customers to Sun for support. 8. COPYRIGHT NOTICES

8.1 Included Notices. In the exercise of the rights and licenses granted in this Agreement, Licensee shall retain, reproduce, and apply any copyright notices and/or other proprietary rights notices included on or embedded in the Licensed Software to all copies, in whole or in part, in any form of the Page 4 of 12

SUN CONFIDENTIAL Licensed Software. In addition, Licensee shall comply with all reasonable requests by Sun to include copyright and/or other proprietary rights notices on any part of the Sun Technology. 8.2 Trademarks, Logos, And Product Designs. "Sun Trademarks" means all names, marks, logos, designs, trade dress, and other brand designations used by Sun in connection with Sun products. Licensee is granted no right, title, or license to, or interest in, any Sun Trademarks. Licensee acknowledges Sun's rights in Sun trademarks and agrees that any use of Sun Trademarks by Licensee shall inure to the sole benefit of Sun. Licensee agrees not to (a) challenge Sun's ownership or use of, (b) register, or (c) infringe any Sun Trademarks, nor shall Licensee incorporate any Sun Trademarks into Licensee's trademarks, service marks, company names, internet addresses, domain names, or any other similar designations. If Licensee acquires any rights in any Sun Trademarks by operation of law or otherwise, it will immediately at no expense to Sun assign such rights to Sun along with any associated goodwill applications, and/or registrations. 9. CONFIDENTIAL INFORMATION 9.1 Confidential Information. Licensee shall not disclose Confidential Information to any third party and shall protect and treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance, but in no event less than reasonable care. Except as expressly provided in Article 3, Licensee shall not use, make, or have made any copies of Confidential information, in whole or in part, without the prior written authorization of Sun. Licensee shall only disclose Confidential Information to its employees having a need to know for the purposes of this Agreement. Licensee shall notify and inform such employees of Licensee's limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and shall obtain or have obtained its employees' agreements to comply with such limitations, duties, and obligations. Licensee agrees to provide notice to Sun immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Article 9. In the event that Licensee is required to disclose Confidential Information pursuant to law, Licensee shall notify Sun of the required disclosure with sufficient time to seek relief, cooperate with Sun in taking appropriate protective measures, and shall make such disclosure in the fashion which maximizes protection of the Confidential Information from further disclosure. This Article 9 will not affect any other confidential disclosure agreement between the parties. 9.2 Breach By Sublicensees. If any Distributor or End User fails to fulfill one or more of its material obligations under its agreement with Licensee or any Distributor which failure may materially jeopardize Sun's rights and interests in and to any Sun Technology (including but not limited to accounting for and payment of Licensee Fees and Royalties), Sun may, at its election and in addition to any other remedies that it may have, notify Licensee in writing of such breach and require Licensee or a Distributor to terminate all the rights sublicensed from Sun under this Agreement on not less than sixty (60) days' written notice to such Distributor or End User, unless within the period of such notice all breaches specified therein shall have been remedied. Should Licensee not take such action or be unsuccessful, Sun may undertake enforcement directly against the breaching Distributor or End User. 10. DISCLAIMER OF WARRANTY 10.1 No Warranties. LICENSEE ACKNOWLEDGES THAT ALL INFORMATION SUPPLIED BY SUN UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE SUN TECHNOLOGY, IS PROVIDED BY SUN "AS IS" AND WITHOUT WARRANTY OF ANY KIND. SUN HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SAME, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF DESIGN MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. No agent of Sun is authorized to incur

SUN CONFIDENTIAL Licensed Software. In addition, Licensee shall comply with all reasonable requests by Sun to include copyright and/or other proprietary rights notices on any part of the Sun Technology. 8.2 Trademarks, Logos, And Product Designs. "Sun Trademarks" means all names, marks, logos, designs, trade dress, and other brand designations used by Sun in connection with Sun products. Licensee is granted no right, title, or license to, or interest in, any Sun Trademarks. Licensee acknowledges Sun's rights in Sun trademarks and agrees that any use of Sun Trademarks by Licensee shall inure to the sole benefit of Sun. Licensee agrees not to (a) challenge Sun's ownership or use of, (b) register, or (c) infringe any Sun Trademarks, nor shall Licensee incorporate any Sun Trademarks into Licensee's trademarks, service marks, company names, internet addresses, domain names, or any other similar designations. If Licensee acquires any rights in any Sun Trademarks by operation of law or otherwise, it will immediately at no expense to Sun assign such rights to Sun along with any associated goodwill applications, and/or registrations. 9. CONFIDENTIAL INFORMATION 9.1 Confidential Information. Licensee shall not disclose Confidential Information to any third party and shall protect and treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance, but in no event less than reasonable care. Except as expressly provided in Article 3, Licensee shall not use, make, or have made any copies of Confidential information, in whole or in part, without the prior written authorization of Sun. Licensee shall only disclose Confidential Information to its employees having a need to know for the purposes of this Agreement. Licensee shall notify and inform such employees of Licensee's limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and shall obtain or have obtained its employees' agreements to comply with such limitations, duties, and obligations. Licensee agrees to provide notice to Sun immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Article 9. In the event that Licensee is required to disclose Confidential Information pursuant to law, Licensee shall notify Sun of the required disclosure with sufficient time to seek relief, cooperate with Sun in taking appropriate protective measures, and shall make such disclosure in the fashion which maximizes protection of the Confidential Information from further disclosure. This Article 9 will not affect any other confidential disclosure agreement between the parties. 9.2 Breach By Sublicensees. If any Distributor or End User fails to fulfill one or more of its material obligations under its agreement with Licensee or any Distributor which failure may materially jeopardize Sun's rights and interests in and to any Sun Technology (including but not limited to accounting for and payment of Licensee Fees and Royalties), Sun may, at its election and in addition to any other remedies that it may have, notify Licensee in writing of such breach and require Licensee or a Distributor to terminate all the rights sublicensed from Sun under this Agreement on not less than sixty (60) days' written notice to such Distributor or End User, unless within the period of such notice all breaches specified therein shall have been remedied. Should Licensee not take such action or be unsuccessful, Sun may undertake enforcement directly against the breaching Distributor or End User. 10. DISCLAIMER OF WARRANTY 10.1 No Warranties. LICENSEE ACKNOWLEDGES THAT ALL INFORMATION SUPPLIED BY SUN UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE SUN TECHNOLOGY, IS PROVIDED BY SUN "AS IS" AND WITHOUT WARRANTY OF ANY KIND. SUN HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SAME, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF DESIGN MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. No agent of Sun is authorized to incur warranty obligations on behalf of Sun or modify the limitations as set forth in this Section 10.1. 11. LIMITATION OF LIABILITY 11.1 Limitation Of Liability. EXCEPT *** ****** ** ******** **** ****** ******* ***** ****** ANY APPLICABLE SOFTWARE LICENSE, AND TO THE EXTENT NOT

PROHIBITED BY APPLICABLE LAW: *** **** ******* ********* ********* ** *** ***** *** ****** ******* *** ** ** ******** ** **** ********** ******* *** ****** ** ** **** Page 5 of 12

SUN CONFIDENTIAL ********** ************ ***** ** ******* ** *** ****** ** ******* **** *** ********* *** *** ******** ******** ***** ** *** ******* ****** ** *** ******* (b) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. 11.2 Infringement. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY SUN THAT THE SUN TECHNOLOGY WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. SUN HEREBY EXPRESSLY DISCLAIMS AND SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY ARISING AS A RESULT OF OR IN CONNECTION WITH ANY CLAIM OR SUIT ALLEGING THAT THE USE OF SUN TECHNOLOGY INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 11.3 Aircraft Product And Nuclear Applications. Sun Technology is not designed or intended for use in on-line control of aircraft, air traffic, aircraft navigation, or aircraft communications; or in the design, construction, operation, or maintenance of any nuclear facility. Sun disclaims any express or implied warranty of fitness for such uses. Licensee represents and warrants that it will not use or resell Sun Technology for such purposes, and that it will use its best efforts to ensure that its customers and end-users of Developed Products are provided with a copy of the foregoing notice. 11.4 Responsibility For Backup. Licensee shall have the sole responsibility for adequate protection and backup of its data and/or equipment used with the Sun Technology and Licensee shall not make any claim against Sun for lost data, re-run time, inaccurate output, work delays, or lost profits resulting from the use of the Sun Technology or any portion thereof. 12. INDEMNIFICATION 12.1 Licensee will defend and indemnify Sun from any and all claims brought against Sun, and will hold Sun harmless from all damages, liabilities, costs and expenses (including attorneys' fees) incurred by Sun arising out of or in connection with Licensee's use, modification, reproduction and/or distribution of Developed Products or other exercise by Licensee of rights granted under this Agreement; provided that Sun: (a) gives written notice of the claim to Licensee; (b) permits Licensee to answer and defend such claim; (c) provides Licensee with reasonable assistance, at Licensee's expense, to defend such claim; and (d) has not compromised or settled such claim without Licensee's permission. 13. MISCELLANEOUS 13.1 Further Assurances. Licensee agrees to cooperate with Sun and take all reasonable actions required to vest and secure in Sun the ownership rights and appurtenant Intellectual Property Rights as provided in this Agreement. Should any such rights vest in Licensee by operation of law or otherwise in a manner inconsistent

SUN CONFIDENTIAL ********** ************ ***** ** ******* ** *** ****** ** ******* **** *** ********* *** *** ******** ******** ***** ** *** ******* ****** ** *** ******* (b) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. 11.2 Infringement. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY SUN THAT THE SUN TECHNOLOGY WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. SUN HEREBY EXPRESSLY DISCLAIMS AND SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY ARISING AS A RESULT OF OR IN CONNECTION WITH ANY CLAIM OR SUIT ALLEGING THAT THE USE OF SUN TECHNOLOGY INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 11.3 Aircraft Product And Nuclear Applications. Sun Technology is not designed or intended for use in on-line control of aircraft, air traffic, aircraft navigation, or aircraft communications; or in the design, construction, operation, or maintenance of any nuclear facility. Sun disclaims any express or implied warranty of fitness for such uses. Licensee represents and warrants that it will not use or resell Sun Technology for such purposes, and that it will use its best efforts to ensure that its customers and end-users of Developed Products are provided with a copy of the foregoing notice. 11.4 Responsibility For Backup. Licensee shall have the sole responsibility for adequate protection and backup of its data and/or equipment used with the Sun Technology and Licensee shall not make any claim against Sun for lost data, re-run time, inaccurate output, work delays, or lost profits resulting from the use of the Sun Technology or any portion thereof. 12. INDEMNIFICATION 12.1 Licensee will defend and indemnify Sun from any and all claims brought against Sun, and will hold Sun harmless from all damages, liabilities, costs and expenses (including attorneys' fees) incurred by Sun arising out of or in connection with Licensee's use, modification, reproduction and/or distribution of Developed Products or other exercise by Licensee of rights granted under this Agreement; provided that Sun: (a) gives written notice of the claim to Licensee; (b) permits Licensee to answer and defend such claim; (c) provides Licensee with reasonable assistance, at Licensee's expense, to defend such claim; and (d) has not compromised or settled such claim without Licensee's permission. 13. MISCELLANEOUS 13.1 Further Assurances. Licensee agrees to cooperate with Sun and take all reasonable actions required to vest and secure in Sun the ownership rights and appurtenant Intellectual Property Rights as provided in this Agreement. Should any such rights vest in Licensee by operation of law or otherwise in a manner inconsistent with the parties' intentions as expressed in this Agreement, then Licensee shall upon request by Sun and at Sun's expense, promptly make the appropriate and necessary assignment of rights to Sun, and/or otherwise take all steps reasonably requested to conform the parties' respective ownership rights with this Agreement, including but not limited to the execution of recordable instruments and other documents necessary to perfect such assignments. 13.2 Force Majeure. A party is not liable under this Agreement for non-performance caused by events or conditions beyond that party's control, if the party makes reasonable efforts to perform. This provision does not

relieve Licensee of its obligation to make payments then owing. 13.3 Import And Export Laws. Sun Technology delivered under this Agreement is subject to U.S. export control laws and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to Licensee. Page 6 of 12

SUN CONFIDENTIAL 13.4 U.S. Government Rights. Notwithstanding any preprinted license terms contained in the packaging or otherwise provided with the Licensed Software including any Documentation, all Licensed Software and Documentation are provided only under the terms and conditions of this Agreement. The FAR and/or DFAR or any other Agency provisions relating to Rights in Data, Computer Software and/or Technical Data do not apply, even though some of the terms of those provisions may be similar to provisions stated herein. Licensee shall not provide Licensed Software, Developed Products nor technical data to any third party, including the U.S. Government, unless such third party accepts the following restrictions: All Developed Products and technical data to be provided directly or indirectly to the U.S. Government is subject to restrictions of FAR 52.227-14(g)(2) (6/87) and FAR 52.227-19(6/87), or DFAR 252.2277-015(b)(6/95) and DFAR 227.7202-3(a). Licensee is responsible for ensuring that proper notice is given to all such third parties and that the Developed Products and technical data are properly marked. 13.5 Relationship Of The Parties. This Agreement is not intended to create a relationship such as a partnership, franchise, joint venture, agency, or employment relationship. Neither party may act in a manner which expresses or implies a relationship other than that of independent contractor nor bind the other party. 13.6 Notices. All written notices required by this Agreement must be delivered to the addresses specified in Exhibit A(12) by a means evidenced by a delivery receipt and will be effective upon receipt. 13.7 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Sun may assign its right to payment and may assign this Agreement to an affiliated company. 13.8 Agreement For Benefit Of Parties. This Agreement is made for the benefit of the parties hereto, and not for the benefit of any third parties. 13.9 Waiver Or Delay. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. 13.10 Headings. The headings used herein are for reference only and shall not be considered as substantive parts of this Agreement. 13.11 Construction. This Agreement has been negotiated by the parties, each of which has been represented by counsel. This Agreement will be fairly interpreted in accordance with its terms, without any strict construction in favor of or against either party. 13.12 English Language. The original of this Agreement has been written in English, and such version shall be the governing version of the Agreement. Each party waives any right it may have, if any, under any law or regulation to have this Agreement written in a language other than English. 13.13 Provisions Found Invalid. If any term or provision of this Agreement is found to be invalid under any applicable statute or rule of law then, that provision notwithstanding, this Agreement shall remain in full force and effect and such provision shall be deemed omitted, unless such an omission would frustrate the intent of the parties with respect to any material aspect of the relationship established hereby, in which case this Agreement shall terminate.

SUN CONFIDENTIAL 13.4 U.S. Government Rights. Notwithstanding any preprinted license terms contained in the packaging or otherwise provided with the Licensed Software including any Documentation, all Licensed Software and Documentation are provided only under the terms and conditions of this Agreement. The FAR and/or DFAR or any other Agency provisions relating to Rights in Data, Computer Software and/or Technical Data do not apply, even though some of the terms of those provisions may be similar to provisions stated herein. Licensee shall not provide Licensed Software, Developed Products nor technical data to any third party, including the U.S. Government, unless such third party accepts the following restrictions: All Developed Products and technical data to be provided directly or indirectly to the U.S. Government is subject to restrictions of FAR 52.227-14(g)(2) (6/87) and FAR 52.227-19(6/87), or DFAR 252.2277-015(b)(6/95) and DFAR 227.7202-3(a). Licensee is responsible for ensuring that proper notice is given to all such third parties and that the Developed Products and technical data are properly marked. 13.5 Relationship Of The Parties. This Agreement is not intended to create a relationship such as a partnership, franchise, joint venture, agency, or employment relationship. Neither party may act in a manner which expresses or implies a relationship other than that of independent contractor nor bind the other party. 13.6 Notices. All written notices required by this Agreement must be delivered to the addresses specified in Exhibit A(12) by a means evidenced by a delivery receipt and will be effective upon receipt. 13.7 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Sun may assign its right to payment and may assign this Agreement to an affiliated company. 13.8 Agreement For Benefit Of Parties. This Agreement is made for the benefit of the parties hereto, and not for the benefit of any third parties. 13.9 Waiver Or Delay. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. 13.10 Headings. The headings used herein are for reference only and shall not be considered as substantive parts of this Agreement. 13.11 Construction. This Agreement has been negotiated by the parties, each of which has been represented by counsel. This Agreement will be fairly interpreted in accordance with its terms, without any strict construction in favor of or against either party. 13.12 English Language. The original of this Agreement has been written in English, and such version shall be the governing version of the Agreement. Each party waives any right it may have, if any, under any law or regulation to have this Agreement written in a language other than English. 13.13 Provisions Found Invalid. If any term or provision of this Agreement is found to be invalid under any applicable statute or rule of law then, that provision notwithstanding, this Agreement shall remain in full force and effect and such provision shall be deemed omitted, unless such an omission would frustrate the intent of the parties with respect to any material aspect of the relationship established hereby, in which case this Agreement shall terminate. 13.14 Governing Law; Venue. Any action related to this Agreement will be governed by California law and controlling U.S. federal law, and the United Nations' Convention On Contracts For The International Sale Of Goods and the choice of law rules of any jurisdiction shall not apply. The parties agree that any action shall be brought and venued exclusively in the United States District Court for the Northern District Of California or the California Superior Court for the County of Santa Clara, as applicable. 13.15 Injunctions. Licensee agrees that any violation or threat of violation hereof will result in irreparable harm to Sun for which damages would not be an adequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, including without limitation the recovery of damages for breach of this Agreement, Sun shall be entitled to immediate equitable relief, including both interim and permanent injunctions, to prevent any

unauthorized use or disclosure, and to such other and further equitable relief as the court may deem proper under the circumstances. 13.16 Entire Agreement. This Agreement is the parties' entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations, and warranties, and prevails over any conflicting or additional terms of any quote, order, Page 7 of 12

SUN CONFIDENTIAL acknowledgement, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
SUN MICROSYSTEMS, INC. LICENSEE OPENTV, INC. By: /s/ Jan Steenkamp ------------------------------------Name: Jan Steenkamp ----------------------------------Title: CEO ---------------------------------Date: July 22, 1998 ----------------------------------Approved by legal /s/[ILLEGIBLE] ---------7/22/98 ---------date

By: /s/ Ken Okin -------------------------------Name: Ken Okin ----------------------------Title: VP & GM Workstation Products Group ----------------------------Date: 7/24/98 ------------------------------

Page 8 of 12

SUN CONFIDENTIAL EXHIBIT A
1. Licensee: Company Address: City/State/Zip: Country: OpenTV, Inc. 401 E. Middlefield Road Mountain View, CA 94043-4005 USA

2. Term: The initial term of this Agreement shall expire one (1) from the Effective Data ("Initial Term"). After the Initial Term, the Agreement will renew automatically for successive one-year terms upon the anniversary of the Effective

SUN CONFIDENTIAL acknowledgement, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
SUN MICROSYSTEMS, INC. LICENSEE OPENTV, INC. By: /s/ Jan Steenkamp ------------------------------------Name: Jan Steenkamp ----------------------------------Title: CEO ---------------------------------Date: July 22, 1998 ----------------------------------Approved by legal /s/[ILLEGIBLE] ---------7/22/98 ---------date

By: /s/ Ken Okin -------------------------------Name: Ken Okin ----------------------------Title: VP & GM Workstation Products Group ----------------------------Date: 7/24/98 ------------------------------

Page 8 of 12

SUN CONFIDENTIAL EXHIBIT A
1. Licensee: Company Address: City/State/Zip: Country: OpenTV, Inc. 401 E. Middlefield Road Mountain View, CA 94043-4005 USA

2. Term: The initial term of this Agreement shall expire one (1) from the Effective Data ("Initial Term"). After the Initial Term, the Agreement will renew automatically for successive one-year terms upon the anniversary of the Effective Date, unless terminated by either party by giving thirty (30) days' prior written notice to the other party. 3. Designated Equipment For Source Code: Model: Ultra Enterprise 4000, Service Name UGS1000-U4002X Serial No.: 736F0259 Associated Equipment 2x RSM2000 storage array, ETL 4/1800 tape library Host name: redwood.opentv.com Service Contract Number: NK20003729 Host ID: 80881132 4. Designated Site For Source Code:

SUN CONFIDENTIAL EXHIBIT A
1. Licensee: Company Address: City/State/Zip: Country: OpenTV, Inc. 401 E. Middlefield Road Mountain View, CA 94043-4005 USA

2. Term: The initial term of this Agreement shall expire one (1) from the Effective Data ("Initial Term"). After the Initial Term, the Agreement will renew automatically for successive one-year terms upon the anniversary of the Effective Date, unless terminated by either party by giving thirty (30) days' prior written notice to the other party. 3. Designated Equipment For Source Code: Model: Ultra Enterprise 4000, Service Name UGS1000-U4002X Serial No.: 736F0259 Associated Equipment 2x RSM2000 storage array, ETL 4/1800 tape library Host name: redwood.opentv.com Service Contract Number: NK20003729 Host ID: 80881132 4. Designated Site For Source Code:
Address: 401 E. Middlefield Road City/State/Zip: Mountain View, CA 94043-4005 Country: USA

5. Designated Site For Binary Code:
Local Network: Wide Network: Address: 401 E. Middlefield Road City/State/Zip: Mountain View, CA 94043-4005 Country: USA

6. Licensed Software
6.1 Software: ecpp Release No.: List Of Files: ecppreg.h, ecppio.h, bpp_io.h, ecppvar.h, ecpp.c, Makefile Documentation: Software: bpp Release No: List Of Files: bpp_io.h, bpp_reg.h, bpp_var.h, bpp.c, Makefile

6.2

Documention: 7. Designated Products:
Name: Platform: FlowCaster, OpenStreamer, OpenTV SDK, xfdb, Vidserv SPARC

Owner/licensor: Licensee

8. Fees And Royalties: ***** 9. Payment Address: *** Page 9 of 12

SUN CONFIDENTIAL 10. Specifications Of Derivative Works and/or Developed Products Developed Products shall conform to the following Specifications: Parallel port will be used to connect television broadcast equipment for transmission of digital video. In addition, any Derivative Works and/or Developed Products permitted under this Agreement shall: (a) have an application programmer's interface and/or graphical user interface that is the same as the Licensed Software, if applicable; (b) be developed solely for use on the following indicated platforms and operating systems; |X| Sun(R) computer equipment running Sun Solaris(R) 2.x or higher operating systems |X| SPARC(R) -based computer systems running Sun Solaris 2.x or higher operating systems |X| Other (specify):Java and (c) conform to the following standards; |X| OpenWindows(R) GUI |X| Motif(R) GUI |X| IEEE standard no. 1284-1994 as proposed or such standard as may be published based thereon |X| Other (specify): Java In addition, Derivative Works and/or Developed Products may be compatible with similar non-Sun hardware and/or software at similar or lesser functionality. 11. Support: None. 12. Contacts:
For Licensee: Primary: Address: City/State/Zip: Country: Phone: Fax: E-mail: Secondary: Address: City/State/Zip: Jon Hasse 401 E. Middlefield Road Mountain View, CA 94043--4005 USA (650) 849-5566 (650) 494-1981 jn.haass@opentv.com Christopher Cunningham 401 E. Middlefield Road Mountain View, CA 94043-4005

SUN CONFIDENTIAL 10. Specifications Of Derivative Works and/or Developed Products Developed Products shall conform to the following Specifications: Parallel port will be used to connect television broadcast equipment for transmission of digital video. In addition, any Derivative Works and/or Developed Products permitted under this Agreement shall: (a) have an application programmer's interface and/or graphical user interface that is the same as the Licensed Software, if applicable; (b) be developed solely for use on the following indicated platforms and operating systems; |X| Sun(R) computer equipment running Sun Solaris(R) 2.x or higher operating systems |X| SPARC(R) -based computer systems running Sun Solaris 2.x or higher operating systems |X| Other (specify):Java and (c) conform to the following standards; |X| OpenWindows(R) GUI |X| Motif(R) GUI |X| IEEE standard no. 1284-1994 as proposed or such standard as may be published based thereon |X| Other (specify): Java In addition, Derivative Works and/or Developed Products may be compatible with similar non-Sun hardware and/or software at similar or lesser functionality. 11. Support: None. 12. Contacts:
For Licensee: Primary: Address: City/State/Zip: Country: Phone: Fax: E-mail: Secondary: Address: City/State/Zip: Country: Phone: Fax: E-mail: For Sun: Primary Name: Address: City/State/Zip: Country: Phones: Fax: E-mail: Jon Hasse 401 E. Middlefield Road Mountain View, CA 94043--4005 USA (650) 849-5566 (650) 494-1981 jn.haass@opentv.com Christopher Cunningham 401 E. Middlefield Road Mountain View, CA 94043-4005 USA (650)849-5500 (650)494-1981 ccunning@opentv.com

Barbara Yee 901 San Antonio Rd., MS MPK24-201 Palo Alto, CA 94303 USA (650)786 9073 barbara.yee@eng.sun.com

Page 10 of 12

SUN CONFIDENTIAL
Secondary Name: Address: City/State/Zip: Country: Phone: Fax: E-maiL: Legal Name: Address: City/State/Zip: Country: Phone:

Yuanbi Su 901 San Antonio Rd., MS MPK14-302 Palo Alto, CA 94303 USA (650)786 6410 yuanbi.su@eng.sun.com

Product and Technology Legal Department 901 San Antonio Road, MS MPK12-208 Palo Alto, CA 94303 USA 650-786-7740

Notice of changes in the above addresses or contacts shall be given in writing in accordance with Section 13.6 of the Agreement. Page 11 of 12

SUN CONFIDENTIAL EXHIBIT B END USER BINARY CODE LICENSE READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS (COLLECTIVELY "AGREEMENT") CAREFULLY BEFORE OPENING THE SOFTWARE MEDIA PACKAGE. BY OPENING THE SOFTWARE MEDIA PACKAGE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PROMPTLY RETURN THE UNUSED SOFTWARE TO YOUR PLACE OF PURCHASE FOR A REFUND OR, IF THE SOFTWARE IS ACCESSED ELECTRONICALLY, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT. 1. License to Use. Sun grants to you a non-exclusive and non-transferable license for the internal use only of the accompanying software and documentation and any error corrections provided by Sun (collectively "Software"), by the number of users and the class of computer hardware for which the corresponding fee has been paid. 2. Restrictions. Software is confidential and copyrighted. Title to Software and all associated intellectual property rights is retained by Sun and/or its licensors. Except as specifically authorized in any Supplemental License Terms, you may not make copies of Software, other than a single copy of Software for archival purposes. Unless enforcement is prohibited by applicable law, you may not modify, decompile, disassemble, or otherwise reverse engineer software. Software is not designed or licensed for use in on-line control of aircraft, air traffic, aircraft or navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. You warrant that you will not use the Software for these purposes. You may not publish or provide the results of any benchmark or comparison tests run on Software to any third party without the prior written consent of Sun. No right, title or interest in or to any trademark, service mark, logo, or trade name of Sun or its licensors is granted under this Agreement.

SUN CONFIDENTIAL
Secondary Name: Address: City/State/Zip: Country: Phone: Fax: E-maiL: Legal Name: Address: City/State/Zip: Country: Phone:

Yuanbi Su 901 San Antonio Rd., MS MPK14-302 Palo Alto, CA 94303 USA (650)786 6410 yuanbi.su@eng.sun.com

Product and Technology Legal Department 901 San Antonio Road, MS MPK12-208 Palo Alto, CA 94303 USA 650-786-7740

Notice of changes in the above addresses or contacts shall be given in writing in accordance with Section 13.6 of the Agreement. Page 11 of 12

SUN CONFIDENTIAL EXHIBIT B END USER BINARY CODE LICENSE READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS (COLLECTIVELY "AGREEMENT") CAREFULLY BEFORE OPENING THE SOFTWARE MEDIA PACKAGE. BY OPENING THE SOFTWARE MEDIA PACKAGE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PROMPTLY RETURN THE UNUSED SOFTWARE TO YOUR PLACE OF PURCHASE FOR A REFUND OR, IF THE SOFTWARE IS ACCESSED ELECTRONICALLY, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT. 1. License to Use. Sun grants to you a non-exclusive and non-transferable license for the internal use only of the accompanying software and documentation and any error corrections provided by Sun (collectively "Software"), by the number of users and the class of computer hardware for which the corresponding fee has been paid. 2. Restrictions. Software is confidential and copyrighted. Title to Software and all associated intellectual property rights is retained by Sun and/or its licensors. Except as specifically authorized in any Supplemental License Terms, you may not make copies of Software, other than a single copy of Software for archival purposes. Unless enforcement is prohibited by applicable law, you may not modify, decompile, disassemble, or otherwise reverse engineer software. Software is not designed or licensed for use in on-line control of aircraft, air traffic, aircraft or navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. You warrant that you will not use the Software for these purposes. You may not publish or provide the results of any benchmark or comparison tests run on Software to any third party without the prior written consent of Sun. No right, title or interest in or to any trademark, service mark, logo, or trade name of Sun or its licensors is granted under this Agreement. 3. Limited Warranty. Sun warrants to you that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use. Except for the foregoing, Software is provided "AS IS". Your exclusive remedy and Sun's entire liability under this limited warranty will be at Sun's option to replace the

SUN CONFIDENTIAL EXHIBIT B END USER BINARY CODE LICENSE READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS (COLLECTIVELY "AGREEMENT") CAREFULLY BEFORE OPENING THE SOFTWARE MEDIA PACKAGE. BY OPENING THE SOFTWARE MEDIA PACKAGE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PROMPTLY RETURN THE UNUSED SOFTWARE TO YOUR PLACE OF PURCHASE FOR A REFUND OR, IF THE SOFTWARE IS ACCESSED ELECTRONICALLY, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT. 1. License to Use. Sun grants to you a non-exclusive and non-transferable license for the internal use only of the accompanying software and documentation and any error corrections provided by Sun (collectively "Software"), by the number of users and the class of computer hardware for which the corresponding fee has been paid. 2. Restrictions. Software is confidential and copyrighted. Title to Software and all associated intellectual property rights is retained by Sun and/or its licensors. Except as specifically authorized in any Supplemental License Terms, you may not make copies of Software, other than a single copy of Software for archival purposes. Unless enforcement is prohibited by applicable law, you may not modify, decompile, disassemble, or otherwise reverse engineer software. Software is not designed or licensed for use in on-line control of aircraft, air traffic, aircraft or navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. You warrant that you will not use the Software for these purposes. You may not publish or provide the results of any benchmark or comparison tests run on Software to any third party without the prior written consent of Sun. No right, title or interest in or to any trademark, service mark, logo, or trade name of Sun or its licensors is granted under this Agreement. 3. Limited Warranty. Sun warrants to you that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use. Except for the foregoing, Software is provided "AS IS". Your exclusive remedy and Sun's entire liability under this limited warranty will be at Sun's option to replace the Software media or refund the fee paid for the Software. 4. Disclaimer of Warranty. UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 5. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL SUN OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF SUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Sun's liability to you, whether in contact, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. 6 Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Software. This Agreement will terminate immediately without notice from Sun if you fail to comply with any provision of this Agreement. Upon termination, you must destroy all copies of Software. 7. Export Regulations. All Software and technical data delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly

with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you. 8. U.S. Government Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a)(1995), DFARS 252.227- 7013(c)(1)(ii)(Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19 (June 1987), or FAR 52.227.l4((ALT III) (June 1987), as applicable. Page 12 of 12

SUN CONFIDENTIAL 9. Governing Law. Any action related to this Agreement will be governed by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. 10. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission of the provision would frustrate the intent of the parties, in which case this Agreement will immediately terminate. 11. Integration. This Agreement is the entire agreement between you and Sun relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. For inquiries please contact: Sun Microsystems, Inc., 901 San Antonio Road, Palo Alto, California 94303. * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential Page 13 of 12

EXHIBIT 10.10 SUN MICROSYSTEMS COMPUTER COMPANY SOURCE CODE LICENSE AND BINARY DISTRIBUTION AGREEMENT THIS SOURCE CODE LICENSE AND BINARY DISTRIBUTION AGREEMENT including Exhibits ("Agreement") is made to be effective as of the 1st day of July, 1996 (the "Effective Date"), by and between Sun Microsystems, Inc., a Delaware corporation and having its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 ("Sun"), and THOMSON SUN Interactive, LLC, a Delaware Limited Liability Company, having its principal place of business identified in Exhibit A and its successor corporation, OpenTV, Inc., a Delaware corporation (collectively, "TSI"), in connection with the transactions described in the Master Agreement dated May 17, 1996 between Sun TSI Subsidiary, Inc., a Delaware corporation and THOMSON multimedia S.A., a French corporation ("Master Agreement"). The recitals in the Master Agreement are incorporated by reference into this Agreement. 1. DEFINITIONS 1.1. "Affiliate" of any party means any Person controlling, under common control with, or controlled by the referenced party hereto. A Person shall be deemed to control another Person if such Person owns, directly or indirectly, more than fifty percent (50%) of the voting stock of the second Person or has the power, directly or

SUN CONFIDENTIAL 9. Governing Law. Any action related to this Agreement will be governed by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. 10. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission of the provision would frustrate the intent of the parties, in which case this Agreement will immediately terminate. 11. Integration. This Agreement is the entire agreement between you and Sun relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. For inquiries please contact: Sun Microsystems, Inc., 901 San Antonio Road, Palo Alto, California 94303. * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential Page 13 of 12

EXHIBIT 10.10 SUN MICROSYSTEMS COMPUTER COMPANY SOURCE CODE LICENSE AND BINARY DISTRIBUTION AGREEMENT THIS SOURCE CODE LICENSE AND BINARY DISTRIBUTION AGREEMENT including Exhibits ("Agreement") is made to be effective as of the 1st day of July, 1996 (the "Effective Date"), by and between Sun Microsystems, Inc., a Delaware corporation and having its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 ("Sun"), and THOMSON SUN Interactive, LLC, a Delaware Limited Liability Company, having its principal place of business identified in Exhibit A and its successor corporation, OpenTV, Inc., a Delaware corporation (collectively, "TSI"), in connection with the transactions described in the Master Agreement dated May 17, 1996 between Sun TSI Subsidiary, Inc., a Delaware corporation and THOMSON multimedia S.A., a French corporation ("Master Agreement"). The recitals in the Master Agreement are incorporated by reference into this Agreement. 1. DEFINITIONS 1.1. "Affiliate" of any party means any Person controlling, under common control with, or controlled by the referenced party hereto. A Person shall be deemed to control another Person if such Person owns, directly or indirectly, more than fifty percent (50%) of the voting stock of the second Person or has the power, directly or indirectly, to elect or remove a majority of the members of the Board of Directors, trustees or comparable governing body of such second Person. 1.2. "API Compatibility Requirement" means that TSI and each of its Qualified Subcontractors and Distributors maintain compatibility to Sun's Application Programming Interface ("API") call parameters, as such API call parameters are disclosed and documented by Sun in its product and engineering literature as of July 1, 1996. Maintaining compatibility includes the right of TSI, its Qualified Subcontractors or Distributors to create and utilize API's that are a superset of the Sun API as of July 1,1996, but modifications to the Sun API as of July 1, 1996 or creation of a subset thereof, is not permitted. The API Compatibility Requirement applies to any disclosure or authorization to use, by TSI or its Distributors, to its or their customers of the API of the Licensed Software to an application.

EXHIBIT 10.10 SUN MICROSYSTEMS COMPUTER COMPANY SOURCE CODE LICENSE AND BINARY DISTRIBUTION AGREEMENT THIS SOURCE CODE LICENSE AND BINARY DISTRIBUTION AGREEMENT including Exhibits ("Agreement") is made to be effective as of the 1st day of July, 1996 (the "Effective Date"), by and between Sun Microsystems, Inc., a Delaware corporation and having its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 ("Sun"), and THOMSON SUN Interactive, LLC, a Delaware Limited Liability Company, having its principal place of business identified in Exhibit A and its successor corporation, OpenTV, Inc., a Delaware corporation (collectively, "TSI"), in connection with the transactions described in the Master Agreement dated May 17, 1996 between Sun TSI Subsidiary, Inc., a Delaware corporation and THOMSON multimedia S.A., a French corporation ("Master Agreement"). The recitals in the Master Agreement are incorporated by reference into this Agreement. 1. DEFINITIONS 1.1. "Affiliate" of any party means any Person controlling, under common control with, or controlled by the referenced party hereto. A Person shall be deemed to control another Person if such Person owns, directly or indirectly, more than fifty percent (50%) of the voting stock of the second Person or has the power, directly or indirectly, to elect or remove a majority of the members of the Board of Directors, trustees or comparable governing body of such second Person. 1.2. "API Compatibility Requirement" means that TSI and each of its Qualified Subcontractors and Distributors maintain compatibility to Sun's Application Programming Interface ("API") call parameters, as such API call parameters are disclosed and documented by Sun in its product and engineering literature as of July 1, 1996. Maintaining compatibility includes the right of TSI, its Qualified Subcontractors or Distributors to create and utilize API's that are a superset of the Sun API as of July 1,1996, but modifications to the Sun API as of July 1, 1996 or creation of a subset thereof, is not permitted. The API Compatibility Requirement applies to any disclosure or authorization to use, by TSI or its Distributors, to its or their customers of the API of the Licensed Software to an application. 1.3. "Benchmark Data" means results of tests or evaluations of the Sun Technology, including but not limited to usability, functionality, performance, performance against standard benchmarks, and/or quality information, data, or output. 1.4. "Binary Code" means machine-readable, executable code of a computer program. 1.5. "Confidential Information" means (a) the Licensed Software and Derivative Works thereof in Source Code form, (b) any and all other information relating to the Licensed Software which is disclosed by Sun to TSI orally, electronically, visually, or in a document or other tangible form, which is either identified as or should be reasonably understood to be confidential and/or proprietary, (c) any test results, error data, or other reports including Benchmark Data made by TSI in connection with the license rights granted under this Agreement, (d) any notes, extracts, analyses, or materials prepared by TSI which are copies of or Derivative Works of the Confidential Information or from which the substance of the Confidential Information can be inferred or otherwise understood, and (e) the terms and * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. 1

conditions of this Agreement. "Confidential Information" does not include information received from Sun which TSI can clearly establish by written evidence (a) is or becomes rightfully known by TSI without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission of TSI; or (c) is independently developed by TSI without use of the Confidential Information.

conditions of this Agreement. "Confidential Information" does not include information received from Sun which TSI can clearly establish by written evidence (a) is or becomes rightfully known by TSI without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission of TSI; or (c) is independently developed by TSI without use of the Confidential Information. 1.6. "Derivative Work" means: (a) for copyrightable or copyrighted material (including materials subject to mask work rights), a work which is based upon one or more pre-existing works, such as a revision, modification, translation, abridgment, condensation, expansion, collection, compilation, or any other form in which such preexisting works may be recast, transformed, or adapted; (b) for patentable or patented materials, any adaptation, addition, improvement, or combination; and (c) for material subject to trade secret protection, any new material, information, or data relating to and derived from such existing trade secret material, including new material which may be protectable by copyright, patent, or other proprietary rights. Notwithstanding the foregoing, an otherwise original work shall not be deemed to be a Derivative Work of the Licensed Software solely by virtue of the fact that it interfaces with the Licensed Software through the API's of the Licensed Software or a superset of the API's developed in conformance with the API Compatibility Requirement. 1.7. "Developed Products" means the Binary Code form of products which include the Licensed Software or Derivative Works of the Licensed Software developed by TSI, Qualified Subcontractors and/or Distributors for distribution in accordance with this Agreement. 1.8. "Distributor" means any entity which is under a contractual obligation as set forth in this Agreement with TSI to distribute Developed Products directly or indirectly to End Users in accordance with Section 3.4 of this Agreement. 1.9. "Documentation" means materials related to the Licensed Software which Sun delivers to TSI hereunder as more particularly described in Exhibit A, and any other such materials as Sun may deliver hereunder from time to time. 1.10. "End User" means an end user licensed to use the Developed Products under an End User Binary Code License with TSI or a Distributor. 1.11. "End User Binary Code License" means the license agreement used by TSI or a Distributor to license the Developed Products to End Users and which agreement must include the material terms set forth in Exhibit B. 1.12. "Error" means any reproducible failure of Licensed Software to conform in any material respect to its functional or performance specifications or Documentation therefor, as the same may be amended and/or supplemented from time to time. 1.13. "Error Correction" means an action taken which, whether in the form of a modification, addition, procedure, or routine, when taken or observed, establishes material conformity to the current specifications and Documentation therefor or eliminates the practical adverse effect of an Error in the regular operation of the software in question. 1.14. "Intellectual Property Rights" means all intellectual property rights worldwide arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired, including all (a) patent rights; (b) rights associated with works of authorship including copyrights and mask work rights; (c) rights relating to the protection of trade secrets and confidential information; and (d) any right analogous to those set 2

forth herein and any other proprietary rights relating to intangible property; but specifically excluding trademarks, service marks, trade dress, trade names, and design patent rights. 1.15. "Licensed Software" means the Source Code and Binary Code forms of the software specifically identified in Exhibit A, including any Error Corrections and any related Documentation delivered to TSI during the term of this Agreement. In addition, Licensed Software shall include any Updates to the Licensed Software or additional

forth herein and any other proprietary rights relating to intangible property; but specifically excluding trademarks, service marks, trade dress, trade names, and design patent rights. 1.15. "Licensed Software" means the Source Code and Binary Code forms of the software specifically identified in Exhibit A, including any Error Corrections and any related Documentation delivered to TSI during the term of this Agreement. In addition, Licensed Software shall include any Updates to the Licensed Software or additional software delivered to TSI during the term of this Agreement. 1.16. "LLC Agreement" means the Limited Liability Company Agreement of THOMSON SUN Interactive, LLC dated effective as of the Effective Date. 1.17. "Moral Rights" means any rights of paternity or integrity, any right to claim authorship, to object to or prevent any distortion, mutilation or modification of, or other derogatory action in relation to the subject work whether or not such would be prejudicial to the author's honor or reputation, to withdraw from circulation or control the publication or distribution of the subject work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a "moral" right. 1.18. "Person" means any individual, corporation, partnership, association, trust or other entity or organization. 1.19. "Qualified Subcontractor" means a Person (i) that is neither a current nor announced competitor of Sun's server products; and (ii) that provides services to TSI pursuant to a written agreement providing for TSI's ownership of all Derivative Works based on the Licensed Software, subject to the grant-back license to Sun described in Section 2.2 below. 1.20. "Source Code" means code of a computer program that is not executable by a computer system directly but must be converted into machine language by compilers, assemblers, and/or interpreters. 1.21. "Sun Technology" means Licensed Software and any information relating to the Licensed Software which is disclosed by Sun to TSI. 1.22. "Updates" means later releases, modifications, enhancements, or extensions to the Licensed Software, other than Error Corrections. 2. OWNERSHIP 2.1. Ownership Of Sun Technology. TSI acknowledges and agrees that, as between the parties, Sun is and will be the sole and exclusive owner of all right, title, and interest in and to the Sun Technology and all associated Intellectual Property Rights, and that TSI acquires no interests under this Agreement to any Sun Technology or any Intellectual Property Rights therein, other than the limited interests specifically granted in this Agreement. TSI agrees to and hereby does assign to Sun without additional compensation any and all right, title, and interest it may have or obtain in and to such Sun Technology and associated Intellectual Property Rights. 2.2. Ownership Of Derivative Works, Grant-Back License. As between the parties, TSI is and will be the sole and exclusive owner of all right, title, and interest in and to Derivative Works it creates and all associated Intellectual Property Rights, subject to the underlying rights of Sun in the Sun Technology upon which such Derivative Works are based. TSI hereby grants and agrees to grant to Sun a royalty-free, worldwide, nonexclusive, perpetual license under any 3

Intellectual Property Rights now owned or hereafter owned or licensable by TSI which cover any Derivative Works created by or on behalf of TSI to make, have made, use, copy, display, adapt, distribute and create Derivative Works of any and all Derivative Works created by or on behalf of TSI. 2.3. No Limitation On Use. Nothing contained in this Agreement shall be construed to limit or restrict, in any way or manner, any right of Sun to encumber, transfer, license, access, reference, use, or practice the Sun Technology

Intellectual Property Rights now owned or hereafter owned or licensable by TSI which cover any Derivative Works created by or on behalf of TSI to make, have made, use, copy, display, adapt, distribute and create Derivative Works of any and all Derivative Works created by or on behalf of TSI. 2.3. No Limitation On Use. Nothing contained in this Agreement shall be construed to limit or restrict, in any way or manner, any right of Sun to encumber, transfer, license, access, reference, use, or practice the Sun Technology in any way for any purpose or use (subject only to the rights specifically granted TSI hereunder), including without limitation the use, licensing, and/or registration of the Sun Technology anywhere in the world for any purpose or use in connection with the development, manufacture, distribution, marketing, promotion, and sale of any products. 3. LICENSE GRANT; LIMITATIONS AND OBLIGATIONS 3.1. Grant To TSI. Subject to all limitations and obligations set forth in this Agreement, Sun grants to TSI a worldwide, irrevocable (subject to Sections 5.2 and 5.3 below), **************** **************** ******* ** ********* ** ******* ****** ************** license to: (a) use, make, have made, display, adapt, modify, and copy the Licensed Software; (b) create Derivative Works in conformance to the API Compatibility Requirement; (c) port, or have ported by a Qualified Subcontractor, the Licensed Software to other platforms; (d) sublicense or distribute Developed Products in Binary Code form and Documentation directly or through Distributors to End Users either (i) as a stand-alone product; or (ii) as bundled with a product; in either case in conformance to the API Compatibility Requirement; and (e) sublicense only the "client stub" portion of the Licensed Software in Source Code form to Distributors, with the right to use, modify and copy the same solely to create Developed Products in conformance to the API Compatibility Requirement and to further distribute Binary Code only of such Developed Products in accordance with this Agreement; TSI may not distribute or sublicense the "server" portion of the Source Code. The foregoing license may also be exercised by any wholly owned subsidiary of TSI. 3.2. No Right to Grant Sublicenses; Use of Qualified Subcontractors. TSI has no right, and agrees not, to sublicense or transfer (other than as permitted in Section 12.6) any of its rights under the foregoing license, provided, however, that, subject to the terms and conditions of this Agreement, TSI may utilize the services of Qualified Subcontractors to assist TSI in the exercise of its rights under Sections 3.1(a) & (c) of the foregoing license and may sublicense Distributors the rights under Section 3.1(c) of the foregoing license, and may provide access to such Qualified Subcontractors and Distributors to the Licensed Software as such Qualified Subcontractors or Distributors have a need to know only pursuant to a written agreement, which agreement will: 4

(i) contain all of the same limitations and restrictions, including but not limited to confidentiality restrictions, of this Agreement; (ii) require that only persons who have a need to know will have access to the Licensed Software; (iii) require that all of the Licensed Software provided to such Qualified Subcontractor or Distributor, as the case may be, shall be utilized by the Qualified Subcontractor or Distributor solely for the development of the indicated products of TSI or Distributor and will be returned to TSI upon completion or other termination of such development; (iv) disclaim on the part of such Qualified Subcontractor or Distributor any and all rights in the Licensed Software or any Confidential Information, other than the right to use the same for development of products on behalf of TSI or Distributor;

(i) contain all of the same limitations and restrictions, including but not limited to confidentiality restrictions, of this Agreement; (ii) require that only persons who have a need to know will have access to the Licensed Software; (iii) require that all of the Licensed Software provided to such Qualified Subcontractor or Distributor, as the case may be, shall be utilized by the Qualified Subcontractor or Distributor solely for the development of the indicated products of TSI or Distributor and will be returned to TSI upon completion or other termination of such development; (iv) disclaim on the part of such Qualified Subcontractor or Distributor any and all rights in the Licensed Software or any Confidential Information, other than the right to use the same for development of products on behalf of TSI or Distributor; (v) contain an assignment and an agreement to assign to TSI all right, title and interest in and to all products and other work product created by such Qualified Subcontractor or Distributor and all Intellectual Property Rights therein; and (vi) contain a provision waiving and agreeing never to claim or assert any and all Moral Rights with respect to any such products and other work product. 3.3. Embedded Third Party Rights. Sun represents to TSI that, to the best of Sun's knowledge as of the Effective Date, the Licensed Software does not infringe the copyright or trade secret rights of any third party. Sun makes no representation or warranty, however, with respect to whether the Licensed Software may or may not infringe the patent rights, trademark rights, or other intellectual property rights of any third party. 3.4. End User License Terms. Prior to TSI furnishing any Developed Products to one of its Distributors, TSI shall obtain a signed agreement from such Distributor, the terms and conditions of which shall be consistent with the relevant terms and conditions of this Agreement. Prior to TSI and any Distributor furnishing any Developed Products to one of its End Users, TSI and any Distributor shall obtain a signed agreement from or provide a "shrink-wrap" agreement to each End User incorporating the material terms and conditions of the End User Binary Code License attached as Exhibit B. 3.5. No Other Rights. Other than the limited rights granted in this Agreement, TSI acquires no right, title, or interest in or to the Sun Technology. 4. DELIVERY, INSTALLATION, ACCEPTANCE, AND RISK OF LOSS 4.1. Delivery Of Licensed Software. TSI acknowledges that Sun has previously delivered to TSI, and TSI has received and accepted, the Licensed Software. 4.2. Future Versions. Upon request of TSI, Sun agrees to negotiate in good faith with TSI to license to TSI on commercially reasonable terms, in both Binary Code and Source Code forms, future versions of the Licensed Software or Error Corrections or Updates thereto that Sun may make commercially available from time to time, subject to TSI's agreement to conform to the API Compatibility Requirement as to any revised Sun API that may be utilized in connection with such new version, Error Correction or Update. 4.3. Installation. TSI shall be solely responsible for installation of the Licensed Software. 5

4.4. Notice Of Errors. TSI shall promptly inform Sun's contact identified in Exhibit A regarding any Errors it may detect in the Licensed Software. 4.5. License to Developed Technology. Upon request of Sun, TSI agrees to negotiate in good faith with Sun to license to Sun on commercially reasonable terms any Error Corrections, Derivative Works, and/or Developed Products of or to the Licensed Software made by or for TSI or any Distributor and any documentation therefor,

4.4. Notice Of Errors. TSI shall promptly inform Sun's contact identified in Exhibit A regarding any Errors it may detect in the Licensed Software. 4.5. License to Developed Technology. Upon request of Sun, TSI agrees to negotiate in good faith with Sun to license to Sun on commercially reasonable terms any Error Corrections, Derivative Works, and/or Developed Products of or to the Licensed Software made by or for TSI or any Distributor and any documentation therefor, in both Binary Code and Source Code forms. 4.6. Disclosure Of Benchmark Data. In the event TSI desires to disclose Benchmark Data to any third party, TSI shall notify Sun of its desire to disclose such Benchmark Data and shall deliver same to Sun. Upon Sun's consent, which consent shall not be unreasonably withheld, TSI may release such Benchmark Data to third parties. 5. TERM AND TERMINATION 5.1. Term. The term of this Agreement and the licenses granted to TSI hereunder will be the same as the term of the LLC Agreement, subject to extension of the term, or termination prior to expiration of the term, of the LLC Agreement pursuant to its terms (which will thereby automatically extend the term of, or terminate, as the case may be, this Agreement); provided, however, that in the event of a Roll Up (as defined in the LLC Agreement), initial public offering, or acquisition of TSI, a majority of its stock or substantially all of its assets (an "Upside Event"), then, notwithstanding any related expiration or termination of the LLC Agreement, this Agreement shall continue in effect for the life of any successor or acquiring entity and may be assigned to such successor or acquiring entity. TSI will give Sun prompt written notice of such proposed assignment in connection with such proposed Upside Event. 5.2. Termination (a) Sun may terminate the licenses granted in this Agreement upon thirty (30) days advance written notice in the event that TSI exceeds the scope of such licenses or otherwise breaches any material obligations hereunder with respect to the Licensed Software, and such breach remains uncured at the end of such thirty (30) day period. (b) TSI may terminate the licenses granted in this Agreement for any reason or for no reason upon written notice to Sun. (c) Upon any termination by either party under this Section 5.2, TSI will thereupon cease all use of the Sun Technology and destroy or return to Sun any tangible embodiments of the same in TSI's possession or under its control, but no such termination will affect the right or ability of TSI's customers to use products of TSI previously distributed by TSI in accordance with this Agreement. Notwithstanding the foregoing, TSI shall have the right to dispose of all stock on hand of Developed Products which embody the Licensed Software for a period of six months after such termination. 5.3. Effect of Expiration. TSI agrees that in case of expiration of this Agreement, all of TSI's rights under this Agreement will automatically cease and be deemed rescinded and terminated as of the date of such expiration and TSI will thereupon cease all use of the Sun Technology, and all manufacture, use, sale and distribution of products based in whole or in part thereon. Notwithstanding the foregoing, TSI shall have the right to dispose of all stock on hand of Developed Products which embody the Licensed Software for a period of six months after 6

such expiration. In no event, however, will expiration of this Agreement or the licenses granted hereunder affect the right or ability of TSI's customers to use products of TSI previously distributed by TSI in accordance with this Agreement. 5.4. No Waiver of Damages; No Damages for Termination. Termination under this Section 5 will not be deemed a waiver or election of remedies by Sun with respect to any breach that gave rise to such termination or existed at the time of such termination. In addition, SUN WILL NOT BE LIABLE TO TSI FOR DAMAGES OF ANY KIND INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES MERELY ON ACCOUNT OF TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER, EVEN IF ADVISED

such expiration. In no event, however, will expiration of this Agreement or the licenses granted hereunder affect the right or ability of TSI's customers to use products of TSI previously distributed by TSI in accordance with this Agreement. 5.4. No Waiver of Damages; No Damages for Termination. Termination under this Section 5 will not be deemed a waiver or election of remedies by Sun with respect to any breach that gave rise to such termination or existed at the time of such termination. In addition, SUN WILL NOT BE LIABLE TO TSI FOR DAMAGES OF ANY KIND INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES MERELY ON ACCOUNT OF TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5.5. Survival. The provisions set forth in Sections 2, 5.2, 5.3, 5.4, 5.5, 7, 8, 9, 10, 11, and 12 shall survive termination or expiration of the Agreement. 6. SUPPORT AND UPDATES 6.1. No Updates. Sun shall have no obligation to provide Updates to TSI. Any Updates provided in Sun's discretion may require payment of license fees and/or royalties. 6.2. No Support For Sun Technology. Notwithstanding any provision to the contrary contained elsewhere in this Agreement, Sun shall have no obligation to provide support for the Sun Technology. ** ********* *** ** ***** ** ********** ** ******** ******* ************* ** ******* ***** *********** *** *** *** *********** Error Corrections may be supplied by Sun from time to time, in Sun's sole discretion. 6.3. No Support For Derivative Works. TSI acknowledges and agrees that it shall be solely responsible for maintaining and supporting any Derivative Works, including but not limited to Developed Products, and TSI shall be responsible for all engineering resources necessary for such maintenance and support. TSI shall not refer its customers to Sun for support. 7. COPYRIGHT NOTICES 7.1. Included Notices. In the exercise of the rights and licenses granted in this Agreement, TSI agrees not to alter any copyright notices and/or other proprietary rights notices included on or embedded in the Licensed Software. In addition, TSI agrees to label all documentation of the Developed Products with the following label, and to embed within each copy of the Developed Products in ASCII form the following label, or such other label as Sun may from time to time request: "Portions copyright symbol (C) 199__ Sun Microsystems, Inc. All rights reserved. Use is subject to license terms. Sun, Sun Microsystems, the Sun Logo, are trademarks or registered trademarks of Sun Microsystems, Inc. in the U.S. and other countries. RESTRICTED RIGHTS: Use, duplication, or disclosure by the U.S. Government is subject to restrictions as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227- 7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. Sun Microsystems, Inc." In addition, TSI shall comply with all reasonable requests by Sun to include copyright and/or other proprietary rights notices on any part of the Sun Technology. 7

8. CONFIDENTIAL INFORMATION 8.1. Confidential Information. TSI shall not disclose Confidential Information to any third party other than Qualified Subcontractors or Distributors as permitted hereunder, and shall protect and treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance, but in no event less than reasonable care. Except as expressly provided in Article 3, TSI shall not use, make, or have made any copies of Confidential Information, in whole or in part, without the prior written authorization of Sun. TSI shall disclose Confidential Information only to its employees and Qualified Subcontractors or

8. CONFIDENTIAL INFORMATION 8.1. Confidential Information. TSI shall not disclose Confidential Information to any third party other than Qualified Subcontractors or Distributors as permitted hereunder, and shall protect and treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance, but in no event less than reasonable care. Except as expressly provided in Article 3, TSI shall not use, make, or have made any copies of Confidential Information, in whole or in part, without the prior written authorization of Sun. TSI shall disclose Confidential Information only to its employees and Qualified Subcontractors or Distributors having a need to know for the purposes of this Agreement. TSI shall notify and inform such employees and Qualified Subcontractors or Distributors of TSI's limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information. TSI agrees to notify Sun immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Article 8. In the event that TSI or a Qualified Subcontractor or Distributor is required to disclose Confidential Information pursuant to law, TSI shall notify Sun of the required disclosure with sufficient time to seek relief, cooperate with Sun in taking appropriate protective measures, and shall make such disclosure in the fashion which maximizes protection of the Confidential Information from further disclosure. This Article 8 will not affect any other confidential disclosure agreement between the parties. 8.2. Employees And Qualified Subcontractors. TSI shall inform its employees and/or Qualified Subcontractors and Distributors having access to Confidential Information of the limitations, duties, and obligations regarding non-disclosure of Confidential Information imposed by (a) this Agreement, and/or (b) third parties who have supplied information and/or technology to Sun. TSI shall obtain or have obtained its employees' and/or Qualified Subcontractors' or Distributors' agreements to comply with such limitations, duties, and obligations. 8.3. Breach By Sublicensees. If any Distributor, End User or Qualified Subcontractor fails to fulfill one or more of its material obligations which this Agreement requires to be incorporated into its agreement with TSI and/or with any Distributor, which failure may materially jeopardize Sun's rights and interests in and to any Sun Technology, Sun may, at its election and in addition to any other remedies that it may have, notify TSI in writing of such breach and require TSI or a Distributor to terminate all the rights sublicensed from Sun under this Agreement on not less than sixty (60) days' written notice to such Distributor or End User, unless within the period of such notice all breaches specified therein shall have been remedied. Should TSI not take such action or be unsuccessful, Sun may undertake enforcement directly against the breaching Distributor, End User or Qualified Subcontractor. 9. DISCLAIMER OF WARRANTIES TSI acknowledges that ALL INFORMATION SUPPLIED BY SUN UNDER THIS AGREEMENT, INCLUDING WITHOUT LLMITATION THE SUN TECHNOLOGY, IS PROVIDED BY SUN "AS IS" AND WITHOUT WARRANTY OF ANY KIND. SUN HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SAME, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. No agent of Sun is authorized to incur warranty obligations 8

on behalf of Sun or modify the limitations as set forth in this Section 9. TSI acknowledges that Sun's willingness to grant the license rights granted hereunder to TSI is expressly conditioned on its ability to disclaim and exclude such warranties and to limit its liabilities as set forth below. 10. LIMITATION OF LIABILITY 10.1 Limitation Of Liability. EXCEPT *** ****** ** ******** * ** * ****** ******* ***** *** TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW: A. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL,

on behalf of Sun or modify the limitations as set forth in this Section 9. TSI acknowledges that Sun's willingness to grant the license rights granted hereunder to TSI is expressly conditioned on its ability to disclaim and exclude such warranties and to limit its liabilities as set forth below. 10. LIMITATION OF LIABILITY 10.1 Limitation Of Liability. EXCEPT *** ****** ** ******** * ** * ****** ******* ***** *** TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW: A. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. B. LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. 10.2 Infringement. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY SUN THAT THE SUN TECHNOLOGY WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. SUN HEREBY EXPRESSLY DISCLAIMS AND SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY ARISING AS A RESULT OF OR IN CONNECTION WITH ANY CLAIM OR SUIT ALLEGING THAT THE USE OF SUN TECHNOLOGY INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 10.3. Aircraft Product And Nuclear Applications. Sun Technology is not designed or intended for use in on-line control of aircraft, air traffic, aircraft navigation, or aircraft communications; or in the design, construction, operation, or maintenance of any nuclear facility. Sun disclaims any express or implied warranty of fitness for such uses. TSI represents and warrants that it will not use or resell Sun Technology for such purposes, and that it will use its best efforts to ensure that its customers and end-users of Developed Products are provided with a copy of the foregoing notice. 10.4. Responsibility For Backup. TSI shall have the sole responsibility for adequate protection and backup of its data and/or equipment used with the Sun Technology and TSI shall not make any claim against Sun for lost data, re-run time, inaccurate output, work delays, or lost profits resulting from the use of the Sun Technology, or any portion thereof. 11. INDEMNIFICATION OF SUN TSI will hold Sun harmless and defend Sun against any claim brought against Sun based on or arising out of (i) a claim that Developed Products infringe the Intellectual Property Rights of third parties or (ii) TSI's or its Qualified Subcontractors' or Distributors' use, modification, distribution, sale, licensing or other disposition of the Sun Technology or Developed Products based thereon, and TSI will pay all damages and costs awarded by a court of final appeal attributable to any such claim, provided that Sun: (a) gives written notice of the claim to TSI; (b) 9

gives TSI sole control of the defense and settlement of the claim; (c) cooperates with TSI; and (d) has not compromised or settled such claim. 12. MISCELLANEOUS 12.1. Further Assurances. TSI agrees to cooperate with Sun and take all reasonable actions required to vest and

gives TSI sole control of the defense and settlement of the claim; (c) cooperates with TSI; and (d) has not compromised or settled such claim. 12. MISCELLANEOUS 12.1. Further Assurances. TSI agrees to cooperate with Sun and take all reasonable actions required to vest and secure in Sun the ownership rights and appurtenant Intellectual Property Rights as provided in this Agreement. Should any such rights vest in TSI by operation of law or otherwise in a manner inconsistent with the parties' intentions as expressed in this Agreement, then TSI shall upon request by Sun promptly make the appropriate and necessary assignment of rights to Sun, and/or otherwise take all steps reasonably requested to conform the parties' respective ownership rights with this Agreement, including but not limited to the execution of recordable instruments and other documents necessary to perfect such assignments. 12.2. Force Majeure. A party is not liable under this Agreement for non-performance caused by events or conditions beyond that party's control, if the party makes reasonable efforts to perform. 12.3. Import And Export Laws. Sun Technology delivered under this Agreement is subject to U.S. export control laws and may be subject to export or import regulations in other countries. TSI agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to TSI. 12.4. Relationship Of The Parties. This Agreement is not intended to create a relationship such as a partnership, franchise, joint venture, agency, or employment relationship. Neither party may act in a manner which expresses or implies a relationship other than that of independent contractor, nor bind the other party. 12.5. Notices. All written notices required by this Agreement must be delivered to the addresses specified in Exhibit A by a means evidenced by a delivery receipt and will be effective upon receipt. 12.6. Assignment Except for assignments in connection with an Upside Event as provided in Section 5.1 hereof, this Agreement and the licenses granted hereunder may not be assigned by TSI, in whole or in part (including by operation of law, in a merger or otherwise), without the prior written approval of Sun and any such purported assignment without such consent shall be void. The provisions of this Agreement bind and benefit a party's lawful successors and permitted assigns. 12.7. Agreement For Benefit Of Parties. This Agreement is made for the benefit of the parties hereto, and not for the benefit of any third parties. 12.8. Waiver Or Delay. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. 12.9. Headings. The headings used herein are for reference only and shall not be considered as substantive parts of this Agreement. 12.10. Construction. This Agreement has been negotiated by the parties, each of which has been represented by counsel. This Agreement will be fairly interpreted in accordance with its terms, without any strict construction in favor of or against either party. 10

12.11. English Language. The original of this Agreement has been written in English, and such version shall be the governing version of the Agreement. Each party waives any right it may have, if any, under any law or regulation to have this Agreement written in a language other than English. 12.12. Provisions Found Invalid. If any term or provision of this Agreement is found to be invalid under any applicable statute or rule of law then, that provision notwithstanding, this Agreement shall remain in full force and effect and such provision shall be deemed omitted, unless such an omission would frustrate the intent of the parties with respect to any material aspect of the relationship established hereby, in which case this Agreement

12.11. English Language. The original of this Agreement has been written in English, and such version shall be the governing version of the Agreement. Each party waives any right it may have, if any, under any law or regulation to have this Agreement written in a language other than English. 12.12. Provisions Found Invalid. If any term or provision of this Agreement is found to be invalid under any applicable statute or rule of law then, that provision notwithstanding, this Agreement shall remain in full force and effect and such provision shall be deemed omitted, unless such an omission would frustrate the intent of the parties with respect to any material aspect of the relationship established hereby, in which case this Agreement shall terminate. 12.13. Governing Law. Any action related to this Agreement will be governed by California law and controlling U.S. federal law, and the United Nations' Convention On Contracts For The International Sale Of Goods and the choice of law rules of any jurisdiction shall not apply. 12.14. Injunctions. TSI agrees that any violation or threat of violation hereof will result in irreparable harm to Sun for which damages would not be an adequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, including without limitation the recovery of damages for breach of this Agreement, Sun shall be entitled to immediate equitable relief, including both interim and permanent injunctions, to prevent any unauthorized use or disclosure, and to such other and further equitable relief as the court may deem proper under the circumstances. 12.15. U.S. Government Rights. Notwithstanding any preprinted license terms contained in the packaging or otherwise provided with the Licensed Software including any Documentation, all Licensed Software and Documentation are provided only under the terms and conditions of this Agreement. The FAR and/or DFAR or any other Agency provisions relating to Rights in Data, Computer Software and/or Technical Data do not apply, even though some of the terms of those provisions may be similar to provisions stated herein. Licensee shall not provide Licensed Software, Developed Products or technical data to any third party, including the U.S. Government, unless such third party accepts the following restrictions: All Developed Products and technical data to be provided directly or indirectly to the U.S. Government is subject to restrictions of FAR 52.227-14(g)(2) (6/87) and FAR 52.227-19(6/87), or DFAR 252.227-7015(b)(6/95) and DFAR 227.7202-3(a). Licensee is responsible for ensuring that proper notice is given for all such third parties and that the Developed Products and technical data are properly marked. 12.16. Entire Agreement. This Agreement is the parties' entire agreement relating to its subject matter except where the provisions of other agreements are expressly referred to. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations, and warranties relating to its subject matter, and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. 12.17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same instrument. 11

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representative.
SUN MICROSYSTEMS, INC. THOMSON SUN INTERACTIVE, LLC

By: /s/ W. J. Raduchel -------------------------------Name: W. J. RADUCHEL Title: Chief Strategy Officer Date: 1/24/97

By: /s/ Jan Steenkamp ------------------------------------Name: JAN STEENKAMP Title: CEO Date: 1-22-98

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representative.
SUN MICROSYSTEMS, INC. THOMSON SUN INTERACTIVE, LLC

By: /s/ W. J. Raduchel -------------------------------Name: W. J. RADUCHEL Title: Chief Strategy Officer Date: 1/24/97

By: /s/ Jan Steenkamp ------------------------------------Name: JAN STEENKAMP Title: CEO Date: 1-22-98

12

EXHIBIT A
1. Licensee: Company: Address: City/State/Zip: Country: THOMSON SUN Interactive, LLC and its successor corporation, OpenTV, Inc. 3401-A Hillview Ave. Palo Alto, CA 94304 U.S.A.

2. Licensed Software:
Software: Sun MediaCenter Media Stream Manager Release No.: Version 1.3 List Of Files: Acl.c Acl.h ArrayOf.c ArrayOf.h BinarySearch.c BinarySearch.h DontEditThis File.c File.h Forsign.h HashTable.c HashTable.h List.c List.h Log.c Log.h Macros.h Makefile Makefile.client MfsPath.c MfsPath.h MfsStubs.c MsmClient.c MsmClient.h MsmMain.c MsmTime.c MsmTime.h Persist.c Persist.h Player.c Player.h Playhead.c Playhead.h Playlist.c Playlist.h Rpc.c Rpc.h Rpc1.c Rpc2.c SchedCall.c SchedCall.h SedScript Title.c Title.h TitleLut.c TitleLut.h TitleMfs.c TitleMfs.h TitleToc.c TitleToc.h Types.h Version.c Version.h llib-lc llib-lthread msm.x sed.typedefs vname.csh

3. Support: None. 4. Contacts: For TSI: Primary: Address: City/State/Zip: Country: Phone: Fax: E-mail:

Jon Haass 3401-A Hillview Ave. Palo Alto, CA 94304 U.S.A. (650) 849-5500 (650) 494-3961 jch@opentv.com

13

EXHIBIT A
1. Licensee: Company: Address: City/State/Zip: Country: THOMSON SUN Interactive, LLC and its successor corporation, OpenTV, Inc. 3401-A Hillview Ave. Palo Alto, CA 94304 U.S.A.

2. Licensed Software:
Software: Sun MediaCenter Media Stream Manager Release No.: Version 1.3 List Of Files: Acl.c Acl.h ArrayOf.c ArrayOf.h BinarySearch.c BinarySearch.h DontEditThis File.c File.h Forsign.h HashTable.c HashTable.h List.c List.h Log.c Log.h Macros.h Makefile Makefile.client MfsPath.c MfsPath.h MfsStubs.c MsmClient.c MsmClient.h MsmMain.c MsmTime.c MsmTime.h Persist.c Persist.h Player.c Player.h Playhead.c Playhead.h Playlist.c Playlist.h Rpc.c Rpc.h Rpc1.c Rpc2.c SchedCall.c SchedCall.h SedScript Title.c Title.h TitleLut.c TitleLut.h TitleMfs.c TitleMfs.h TitleToc.c TitleToc.h Types.h Version.c Version.h llib-lc llib-lthread msm.x sed.typedefs vname.csh

3. Support: None. 4. Contacts: For TSI: Primary: Address: City/State/Zip: Country: Phone: Fax: E-mail:

Jon Haass 3401-A Hillview Ave. Palo Alto, CA 94304 U.S.A. (650) 849-5500 (650) 494-3961 jch@opentv.com

13
Secondary: Address: City/State/Zip: Country: Phone: Fax: E-mail Vincent Dureau 3401-A Hillview Ave. Palo Alto, CA 94304 U.S.A. (650) 849-5500 (650) 494-3961 dureau@opentv.com

For Sun: Name: Address: City/State/Zip: Country:

Phone: Fax:

Michael DeMoney 901 San Antonio Road, MS UMPK 15-214 Palo Alto, CA 94303 U.S.A. (FedEx address: 100 Hamilton Avenue, Suite 300 Palo Alto, CA 94301) (415) 473-7210 (415) 473-7101

Secondary: Address: City/State/Zip: Country: Phone: Fax: E-mail

Vincent Dureau 3401-A Hillview Ave. Palo Alto, CA 94304 U.S.A. (650) 849-5500 (650) 494-3961 dureau@opentv.com

For Sun: Name: Address: City/State/Zip: Country:

Phone: Fax: E-mail:

Michael DeMoney 901 San Antonio Road, MS UMPK 15-214 Palo Alto, CA 94303 U.S.A. (FedEx address: 100 Hamilton Avenue, Suite 300 Palo Alto, CA 94301) (415) 473-7210 (415) 473-7101 demoney@eng.sun.com

Notice of changes in the above addresses or contacts shall be given in writing in accordance with Section 12.5 of the Agreement. 14

EXHIBIT B END USER BINARY CODE LICENSE SUN IS WILLING TO LICENSE THE ACCOMPANYING SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY BEFORE OPENING THE SOFTWARE MEDIA PACKAGE. BY OPENING THE SOFTWARE MEDIA PACKAGE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, RETURN THE SOFTWARE UNUSED WITHIN FIFTEEN (15) DAYS OF PURCHASE FOR A REFUND OF THE LICENSE FEE PAID. 1. License to Use. Customer is granted a non-exclusive and non-transferable license ("License") for the use of the accompanying binary software in machine-readable form, together with accompanying documentation ("Software"), by the number of users and the class of computer hardware for which the corresponding fee has been paid. 2. Restrictions. Software is copyrighted and title to all copies is retained by Sun and/or its licensors. Customer shall not make copies of Software, other than a single copy of Software for archival purposes and, if applicable, Customer may, for its internal use only, print the number of copies of on-line documentation for which the applicable fee has been paid, in which event all proprietary rights notices on Software shall be reproduced and applied. Unless enforcement of this provision is prohibited by applicable law, Customer shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software. Software is not designed or licensed for use in on-line control equipment in hazardous environments such as operation of nuclear facilities, aircraft navigation or control, or direct life support machines. 3. Confidentiality. Software is confidential and proprietary information of Sun and/or its licensors. Customer agrees to take adequate steps to protect Software from unauthorized disclosure or use. 4. Limited Warranty. Sun warrants that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt: the media on which Software is furnished will be free of defects in materials and workmanship under normal use. Otherwise, the Software is provided "AS IS". This limited warranty extends only to Customer as the original licensee. Customer's exclusive remedy and Sun's entire liability under this limited warranty will be at Sun's option to repair, replace, or refund the license fee paid therefor. 5. Disclaimer of Warranty. EXCEPT AS SPECIFIED IN THIS LICENSE, ALL

EXHIBIT B END USER BINARY CODE LICENSE SUN IS WILLING TO LICENSE THE ACCOMPANYING SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY BEFORE OPENING THE SOFTWARE MEDIA PACKAGE. BY OPENING THE SOFTWARE MEDIA PACKAGE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, RETURN THE SOFTWARE UNUSED WITHIN FIFTEEN (15) DAYS OF PURCHASE FOR A REFUND OF THE LICENSE FEE PAID. 1. License to Use. Customer is granted a non-exclusive and non-transferable license ("License") for the use of the accompanying binary software in machine-readable form, together with accompanying documentation ("Software"), by the number of users and the class of computer hardware for which the corresponding fee has been paid. 2. Restrictions. Software is copyrighted and title to all copies is retained by Sun and/or its licensors. Customer shall not make copies of Software, other than a single copy of Software for archival purposes and, if applicable, Customer may, for its internal use only, print the number of copies of on-line documentation for which the applicable fee has been paid, in which event all proprietary rights notices on Software shall be reproduced and applied. Unless enforcement of this provision is prohibited by applicable law, Customer shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software. Software is not designed or licensed for use in on-line control equipment in hazardous environments such as operation of nuclear facilities, aircraft navigation or control, or direct life support machines. 3. Confidentiality. Software is confidential and proprietary information of Sun and/or its licensors. Customer agrees to take adequate steps to protect Software from unauthorized disclosure or use. 4. Limited Warranty. Sun warrants that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt: the media on which Software is furnished will be free of defects in materials and workmanship under normal use. Otherwise, the Software is provided "AS IS". This limited warranty extends only to Customer as the original licensee. Customer's exclusive remedy and Sun's entire liability under this limited warranty will be at Sun's option to repair, replace, or refund the license fee paid therefor. 5. Disclaimer of Warranty. EXCEPT AS SPECIFIED IN THIS LICENSE, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. 6. Limitation of Liability. IN NO EVENT WILL SUN BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, EVENT IF SUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Sun's liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the license fee paid by Customer for Software. The foregoing limitations shall apply even if the above stated warranty fails of its essential purpose.

7. Termination. This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from Sun if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software. 8. Export Regulations. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations

7. Termination. This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from Sun if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software. 8. Export Regulations. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. 9. U.S. Government Restricted Rights. The Software is provided only under the terms and conditions of this Agreement. The FAR and/or DFAR or any other Agency provisions relating to Rights in Data, Computer Software and/or Technical Data do not apply, even though some of the terms of those provisions may be similar to provisions stated herein. All Software and technical data to be provided directly or indirectly to the U.S. Government is subject to restrictions of FAR 52.227-14(g)(2)(6/87) and FAR 52.227-19(6/87), or DFAR 252.227-7015(b)(6/95) and DFAR 227.7202-3(a). Use, duplication, reproduction or disclosure by the U.S. Government is subject to such restrictions or successor provisions. Contractor/Manufacturer is: Sun Microsystems, Inc., 901 San Antonio Road, Palo Alto, CA 94303. 10. Governing Law. This Agreement is made under, shall be governed by, and construed in accordance with the laws of the State of California, U.S.A., excluding its choice of law provisions. 11. Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Sun's opinion deletion of any provisions of the License by operation of this paragraph unreasonably compromises the rights or liabilities of Sun or its licensors, Sun reserves the right to terminate the License and refund the fee paid by Customer as Customer's sole and exclusive remedy. 12. Integration. This Agreement is the entire agreement between Customer and Sun relating to Software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties during the term of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by a duly authorized representation of each party. * Indicates that confidential treatment has been granted for that portion of the text as marked and that the confidential portion has been filed separately with the U.S. Securities and Exchange Commission. June 30, 1999 Final Sun Confidential