TERMS SHEET

For License Of Certain Hewlett-Packard Patents Relating To Lossless and Near-Lossless Image Compression

I.          INTRODUCTION AND GENERAL TERMS

1. This document sets forth conditions for free license under certain patents (the "Licensed Patents") of the Hewlett-Packard Company ("HP") relating to the ISO/IEC JPEG-LS (Part 1) standard for lossless and near-lossless image compression (see "Information technology—Lossless and near-lossless compression of continuous tone images --- Part 1", ISO/IEC 14495-1). The free license shall be strictly limited to the following "Field of Use": the making, using and selling of fully-compliant JPEG-LS Part 1 encoders or decoders.

2. To be licensed, a party must submit a Registration which is completely and accurately filled-out. Registration is effected via the world wide web; the submission of any Registration will signify a party's complete understanding and agreement as to all of the terms and conditions set forth herein, and registration is voidable at HP's election if any requested information is either not provided or is inaccurate.

3. The Licensed Patents include the following: (a) US Patent No. 5,680,129 for "System and Method for Lossless Image Compression," as well as any foreign counterparts, and any continuation or divisional patent issuing from the foregoing; and (b) US Patent No. 5,764,374 for "System and Method for Lossless Image Compression Having Improved Sequential Determination of Golomb Parameter," as well as any foreign counterparts, and any continuation or divisional patents issuing from the foregoing.

II.         GRANTED RIGHTS AND EXCLUSIONS

1. A party who has completed Registration, above (hereafter, "Licensee"), shall have free, non-exclusive, perpetual and worldwide license under the Licensed Patents for implementations of the ISO/IEC JPEG-LS (Part 1) standard which fall within the Field of Use specified above. A "Licensee," for purposes of the license granted hereunder, shall be limited only to that entity which registers; any related entity must separately register, and Registrations may not be transferred. The license granted hereunder shall include have made rights, but it shall not include the right of sublicense. Further, the license shall not extend to implementations which are not fully compliant with the ISO/IEC JPEG-LS (Part 1) standard.

2. HP does not convey to Licensee any right to sue upon the Licensed Patents. HP does not grant any right to name HP in any lawsuit involving Licensee, and Licensee is expressly prohibited from naming HP as an "involuntary" party in any lawsuit. HP expressly disclaims any responsibility to enforce the Licensed Patents against third parties, and any such enforcement shall be considered to lie within HP's sole, unfettered discretion.

3. Licensee acknowledges that the rights granted under this Agreement do not constitute any endorsement of Licensee's products, methods, designs or business purposes. HP expressly disavows any representations that Licensee's products, methods, designs or business purposes are free from third party rights, and Licensee shall be solely responsible for obtaining such third party permissions as may be necessary for Licensee to sell, transfer, manufacture or use any products, methods or designs. Licensee shall also be solely responsible for conducting any right to use searches Licensee deems necessary for its products, designs or business purposes. Any products, methods, designs or business purposes adopted by Licensee shall be at Licensee's sole risk.

4. In return for the license granted hereunder, Licensee covenants not to sue HP (or HP's suppliers or customers to the extent HP products are involved) for alleged patent infringement based upon implementations which are on a practical basis either directly or inherently called for by the ISO/IEC JPEG-LS (Part 1) standard. Any such lawsuit against HP will render this free license voidable at HP's election.

III.       OTHER TERMS

1. Licensee may not assign the license granted hereunder to any party at any time without the prior explicit written consent of HP, except to an acquirer of substantially all of Licensee's assets with written notice to HP. Other than this exception, any purported assignment shall be voidable at the election of HP. To the extent that the license hereunder or its terms are transferred, all of the rights and obligations set forth herein shall be binding upon, and inure to the benefit of, the parties' successors and assigns.

2. To the extent that any provision of this Terms Sheet is held unenforceable, the remainder provisions shall be unaffected and shall be construed so as to give justice to the purpose and intent of the unenforceable term.

3. The license granted hereunder and terms expressed herein shall be construed in accordance with the laws of the State of California , and licensee expressly consents to jurisdiction and venue within Santa Clara County , California , as the exclusive jurisdiction and venue for resolving any disputes relating to License Patents and the terms and conditions set forth herein.

4. No change in the provisions of these terms shall be valid unless it is an express written amendment to this Terms Sheet, signed by both parties.

5. This Terms Sheet constitutes the entire understanding between the parties, and supersedes all prior proposals, agreements, representations and other communications between the parties with respect to the subject matter of this Terms Sheet.

6. The headings used herein are for reference only and shall not be used in interpreting the terms set forth herein.

7. Licensee agrees not to use in advertising, publicity or other promotional activities the names, marks or logos of HP, without the prior express written permission of HP.

8. As the license provided hereunder is free, Licensor agrees to waive any damages or liability as against, no matter what form such damages or liability takes, for any cause of action related to this Terms Sheet or the terms conditions set forth herein.

9. LICENSEE ALSO AGREES TO RELEASE HP FROM ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, OR LABOR CLAIMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE.

HEWLETT-PACKARD COMPANY ("HP") DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION GIVEN HERE. ANY USE MADE OF, OR RELIANCE ON, SUCH INFORMATION IS ENTIRELY AT USER'S OWN RISK.

BY DOWNLOADING ANY COMPONENT OF THE SOFTWARE AVAILABLE FROM THIS WEB SITE ("THE SOFTWARE") YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSING AGREEMENT.

YOU MAY DOWNLOAD AND USE THE SOFTWARE FOR NON-COMMERCIAL PURPOSES FREE OF CHARGE OR FURTHER OBLIGATION. YOU MAY NOT, DIRECTLY OR INDIRECTLY, DISTRIBUTE THE SOFTWARE FOR A FEE, INCORPORATE THIS SOFTWARE INTO ANY PRODUCT OFFERED FOR SALE, OR USE THE SOFTWARE TO PROVIDE A SERVICE FOR WHICH A FEE IS CHARGED.

YOU MAY MAKE COPIES OF THE SOFTWARE AND DISTRIBUTE SUCH COPIES TO OTHER PERSONS PROVIDED THAT SUCH COPIES ARE ACCOMPANIED BY HEWLETT-PACKARD'S COPYRIGHT NOTICE AND THIS AGREEMENT AND THAT SUCH OTHER PERSONS AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

THE SOFTWARE IS NOT OF PRODUCT QUALITY AND MAY HAVE ERRORS OR DEFECTS. THE SOFTWARE IS NOT A FULL IMPLEMENTATION OF THE JPEG-LS STANDARD. HP GIVES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE ARE DISCLAIMED.

HP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THE SOFTWARE.

Registration Form

By submitting this registration form, I acknowledge that I understand and agree to the foregoing, and I represent that I have power to bind my entity to the terms and conditions set forth above.