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software revenue is recognized when earned rather than at the time of sale. PC Drivers’ calculation of Net
Revenue received for Sales of Products prior to the termination of the JDLA is appropriate. Under these
principles, no positive “Net Revenues” has been generated during PC Drivers and AmbiCom’s joint
business venture. The termination of the JDLA, by its express terms, only obligates PC Drivers to remit to
AmbiCom any payments of Net Revenue for the Sale of Products occurring prior to the occurrence of the
Release Event (and not thereafter). Accordingly, PC Drivers has no liability or accounting to AmbiCom
for any Net Revenue for the Sale of Products occurring prior to the occurrence of any Release Event and
after the termination of the JDLA.
4. Pursuant to section 2(c)(i) of the JDLA, PC Drivers owns all right, title and interest in and to the
Joint Assets (including without limitation all Joint Development Software and Joint Development
Inventions) and all intellectual property rights related thereto under the JDLA, and all applications and
registrations therefor, and PC Drivers is an author of all copyrighted works of authorship related to the
Joint Assets.
5. Pursuant to section 4(a) of the JDLA, PC Drivers holds (i) a world-wide, transferable,
sublicensable, right to copy, reproduce, distribute, modify, create derivative works of, publicly display,
publicly perform and use the Software (including any and all updates, upgrades, bug fixes and any new
releases of the Code related thereto) stand alone or in conjunction with the Joint Development Software in
the Consumer Market; (ii) a world-wide, fully paid, royalty-free, transferable, sublicensable, right to
make, have made, sell, offer for sale, import, export and practice the Inventions to the extent used with or
embodied within the Software and/or the Joint Development Software under and to the extent of
AmbiCom Patent Rights; and (iii) a world-wide, fully paid, royalty-free, transferable, sublicensable, right
to use, practice and disclose the Technical Information embodied in or used in conjunction with the
Software and Inventions and the Joint Development Software and Joint Development Inventions.
Pursuant to section 4(a) of the JDLA, the foregoing Licenses are exclusive, irrevocable, and perpetual
with respect to all applications in the Consumer Market. Pursuant to section 4(b) of the JDLA, PC Drivers
has the right to sublicense any of the rights granted under the Licenses to sublicensees in the ordinary
Case 1:15-cv-01038-RP Document 15 Filed 04/19/16 Page 2 of 4