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\ Case 2:O4—cv—OO400-PGR Document 74-7 FiIed11/18/2005 Page10f3

ADDENDUM l—033004
ADDENDUM 1-033004 TO PATENT ASSIGNMENT AND A
LICENSE AGREEMENT NO. 031804 .
BETWEEN OMRON CORPORATION AND.VERVE,.L.L.C. ( g.

This ADDENDUM to Patent Assignment and License Agreement No. 031804 (this
"ADDENDUM") is made and entered into effective the lst day of April, 2004, by and between
OMRON Corporation, a corporation organized under the laws of Japan ("OMRON "), and
VERVE, L.L.C., a limited liability company organized under the laws of the State of Texas
("VERVE"). OMRON and VERVE are hereinafter referred to as the "Parties."
l I _ WITNESSETH:
WHEREAS, OMRON and VERVE wish to amend Patent Assignment and License
Agreement No. 031804 (the "AGREEMEN'I"’), so to grant OMRON the right to sub-license the
ASSIGNED PATENTS, LICENSED PATENTS and PREVIOUSLY ASSIGNED PATENTS to
OMRON’s present and future business partners and customers without limitation or waiver.
NOW, THEREFORE, OMRON and VERVE, intending to be legally bound, hereby agree
as follows:
OMRONIS RIGHT TO SUBLICENSE AND CROSS-LICENSE
1.0 Right to Sub-License and Cross-License. Under OMRON’s license defined in Section
3.I of the AGREEMENT, OMRON is granted the right to sub—license and cross-license the
ASSIGNED PATENTS, LICENSED PATENTS and PREVIOUSLY ASSIGNED
PATENTS to OMRON’s present and future business partners and customers as OMRON
_ determines and sees fit. I
A 2.0 Notwithstanding Sections 3.2 and 3.4 ofthe AGREEMENT, OMRON‘s right to sub-
, license and cross-license applies also to those parties who are initially approved by OMRON
under Section 3.4, as well as those parties against whom VERVE has already tiled suit .
3.0 Reimbursement to VERVE. Where OMRON grants a license to a party against whom
; VERVE has already tiled suit, OMRON agrees to reimburse VERVE for all of its reasonable .
Q third-party attorney fees, out-of-pocket costs and expert witness fees which VERVE has ‘
. incurred in its attempts to obtain COLLECT ED LICENSING REVENUE from the licensed
` party. For all such reimbursements, VERVE must provide OMRON with a detailed report
within thirty (30) days of any deductions or reimbursements being made. .
1 4.0 Limitation on Reimbursements. OMRON‘s reimbursement to VERVE under Section
Â¥ 3.0 shall only be paid from: 1) the payments OMRON receives under the AGREEMENT
- during OMRON's active fiscal year (i.e. the current fiscal year in which OMRON grants a
license requiring reimbursement); and 2) the payments which OMRON receives under the
Q DEPUSIT§_}N
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n Case 2:04—cv—00400—PGR Document 74-7 Filed 11/18/2005 Pa 2 ‘ - Ob WAM

_ ADDENDUM 1-033004
AGREEMENT during future fiscal years (i.e. payments received in fiscal years after the
fiscal year in which OMRON has granted a license requiring reimbursement). 7
5.0 In no case shall VERVE be entitled to reimbursement or payment beyond those `
detailed in Section 4.0 above. Further, in no case shall VERVE be entitled to any
reimbursements or payments from OMRON based on payments received by OMRON under
the AGREEMENT during prior fiscal years (i.e. the fiscal years prior to the fiscal year in
which OMRON grants a license requiring reimbursement). Accordingly, reimbursernent
expenses are to be paid to VERVE using only OMRON’s future payments under the
AGREEMENT, and such expenses are to be carried forward from one fiscal year to another
until they are satisfied in iixll. OMRON's fiscal year runs April lst to March 3l‘° each year.
Accordingly, VERVE's reimbursement from OMRON shall be limited to: A
a) Ninety-percent (90%) of the total payments received by OMRON _
under the AGREEMENT during the fiscal year in which the license
requirement reimbursement is granted; and
b) One·hundred percent (100%) of all fiiture payments fiom VERVE to
OMRON during subsequent fiscal years.
IN WITNESS WHEREOF, the parties have executed this Addendum as ofthe Effective Date.
OMRON CORPORATION ( VERVE, L.L.C.
·"' .
(itat-— lv Qadorllama if -A`"', @ ·
Name, 1tle Principal
1 ( Date Date l
c OMRON 00192
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