NeoMedia Technologies, Inc (NEOM)

[ss9173]

Breacher, Here is the link for the SEC filing detailing the license agreement between Symbol Technologies and Neomedia:

http://sec.edgar-online.com/2002/04/24/0001005477-02-001787/Section40.asp

I believe the license agreement is still in full effect per Article 7 (copied and pasted below):

ARTICLE 7 - TERM AND TERMINATION



7.1 Term. This Agreement shall commence on the Effective Date and shall continue
in full force until the last to expire of any issued patents included within the
Patent Rights unless earlier terminated as provided below.


7.2 Breach. In case of breach of this Agreement by a party, the other party
shall have the right to terminate this Agreement by giving the breaching party
at least sixty (60) days written notice of its intention specifying the cause
for default; provided, however, that if the breaching party shall remedy such
failure during such sixty (60) day period, then this Agreement shall not be
terminated on the date specified in such notice, except that for any monetary
breach, the notice and cure period shall be twenty (20) days, but such cure
period shall not be used as a means to generally extend terms of payment. Any
termination hereunder shall not preclude the ability of the parties to pursue
any other remedies they make have in law or equity. An uncured breach of Section
6.1 shall constitute a material breach of this Agreement.


7.3 Accounting. After any termination of this Agreement, including the
expiration of the last of the Patent Rights, Symbol shall render an accounting
for all unpaid royalties pursuant to the license from the last such report up to
the termination date. Such final accounting shall be made within sixty (60) days
after the termination date.


7.4 Sums Payable. Termination of this Agreement shall not excuse either party's
obligation to make payments of sums due and payable at the time of any
termination thereof, or sums due and payable at a time after the termination
date based upon the licenses or sublicenses of rights under this Agreement prior
to termination.


7.5 Survival of End User Licenses. All licenses granted by Symbol or its
Sublicensees to their customers during and pursuant to this Agreement shall
survive any termination or expiration of this Agreement. The licenses contained
in this Agreement shall be considered intellectual property licenses within the
meaning of any applicable federal or state statute, including 11 U.S.C. section
365(n).


Also, see patent rights paragraph 1.6:

1.6 "Patent Rights" shall mean all patents and patent applications in any
jurisdiction now or hereafter owned by NeoMedia or its Subsidiaries or by any
entity controlled by NeoMedia. An entity is controlled by NeoMedia for the
purposes of this Agreement if it is controlled, directly or indirectly, by
NeoMedia and/or its officers and directors (excluding independent directors).
Patent Rights shall also include any patent that is owned by a party other than
NeoMedia, any of its Subsidiaries, or any entity controlled by NeoMedia, and
licensed to NeoMedia, any of its Subsidiaries, or any entity controlled by
NeoMedia , but only if (i) NeoMedia, its Subsidiary, or any entity controlled by
NeoMedia has been granted rights from the patent owner to grant further license
rights thereunder, such as sublicense rights, and (ii) upon identification by
NeoMedia of any costs actually incurred by NeoMedia, its Subsidiaries, or any
entity controlled by NeoMedia as a direct result of any election and/or
exploitation by Symbol of such patent that are in excess of the costs actually
incurred by NeoMedia, its Subsidiaries, or any entity controlled by NeoMedia for
such rights but for sublicensing such rights to Symbol, Symbol elects to
compensate NeoMedia for such additional costs. Those current patents and patent
applications included within the Patents Rights are set forth in Exhibit 1.6
hereto. In the event that NeoMedia is acquired by a third party, then the Patent
Rights shall not be expanded to include any patent or patent application owned
by that third party other than those owned by NeoMedia prior to such
acquisition.


Clawmann: Please review and advise your thoughts on this language. As the patents haven't expired yet, the license agreement is still in effect...correct?


SS9173