EXHIBIT 10.27 AGREEMENT

EXHIBIT 10.27

AGREEMENT

This sets forth the agreement made this 11th day of January, 2005, by and among Forgent Networks, Inc. and its wholly owned subsidiary Compression Labs, Inc. (“Forgent” or the “Client”), and Godwin Gruber, LLP (“Godwin Gruber” or the “Law Firm”). The Law Firm and the Client are sometimes collectively hereinafter referred to as the “Parties.” Any one of the Parties may be sometimes hereinafter referred to as a “Party.”

This Agreement concerns litigation and licensing activities with respect to U.S. Patent No. 4,698,672 (the “ ‘672 Patent”), together with any continuations, continuations-in-part, divisions and/or foreign counterparts of the ‘672 Patent. The Client is executing this Agreement for the purpose of retaining the Law Firm to represent it in connection with investigating and asserting claims, including the filing and prosecution of lawsuits, against any other person who may be infringing the ‘672 Patent, including the enforcement of the ‘672 Patent in the civil actions identified in Exhibit A. Any such claim as to which litigation is filed is referred to herein as a “Lawsuit.” The Client is also executing this Agreement for the purpose of retaining the Law Firm to represent it in connection with negotiating with infringers who are not parties to any lawsuit relating to the enforcement of the ‘672 Patent to obtain and secure licensing or sublicensing agreements between the Client and infringers. Any such licensing or sublicensing agreements negotiated by the Law Firm will be referred to herein as a “License Agreement,” and any negotiations for such License Agreements will be referred to herein as the “License Negotiations.” The Client is not engaging the Law Firm to market or commercialize its technologies to non-infringers. The Client understands and acknowledges that patent infringement litigation often presents novel and difficult questions of both law and fact, and the acceptance of the engagement by the Law Firm in this matter may preclude engagements by the Law Firm on other matters.

SPECIAL DISCLOSURE. THE CLIENT ACKNOWLEDGES THAT IT WAS ADVISED TO RETAIN INDEPENDENT LEGAL COUNSEL TO REPRESENT THE CLIENT IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT. THE CLIENT FURTHER ACKNOWLEDGES THAT IT WAS ADVISED THAT THE LAW FIRM HAS A CONFLICT OF INTEREST THAT PREVENTS IT FROM REPRESENTING THE CLIENT IN ANY WAY WITH RESPECT TO THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND THAT THE LAW FIRM HAS NOT DONE SO.

NOW, THEREFORE, for and in consideration of the mutual agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed by each Party, the Parties agree as follows:

1. Patents and Information Provided by Client. The Client agrees to use commercially reasonable efforts to provide the Law Firm with all information and documents in the possession of the Client or any entities affiliated with the Client reasonably required in connection with performing its duties and obligations hereunder.

2. Client’s Patent Rights. The Client represents and warrants that, to the best of its knowledge after reasonable investigation, it owns the exclusive right to enforce all rights with respect to the ‘672 Patent, including, without limitation, the exclusive right to bring actions against others for infringement of the ‘672 Patent, to license and sublicense the ‘672 Patent, and to collect all royalties, license fees, profits or other revenue or valuable consideration to be paid or exchanged by anyone else for the right to use the ‘672 Patent. The Client agrees to timely pay all maintenance fees due on the ‘672 Patent.

3. Contingent Fee Compensation to Law Firm.

3(a) For services rendered pursuant hereto, the Client hereby agrees to pay the Law Firm a contingent fee based on: (1) any revenues, including but not limited to, royalties or license fees, money or other valuable consideration received by the Client through, under or as a result of any License Agreement and/or any License Negotiations (such amount is hereinafter referred to as the “License Proceeds”), and (2) any recovery realized out of or collected from or in connection with any Lawsuit, either through settlement, compromise or judgment, including, but not limited to, compensatory damages, exemplary damages, attorneys’ fees, prejudgment interest, and post judgment interest (whether through trial or settlement of any Lawsuit) (such amount of recovery is hereinafter referred to as the

“Litigation Proceeds”) after the effective date of this Agreement in an amount as follows:

3(a)1.A Sixteen percent (16%) of all “License Proceeds.” The Parties agree that the term License Proceeds includes the value of any amount of money that is to be paid to the Client over any period of time as a proximate result of any License Agreement and/or License Negotiations. The Law Firm will receive its percentage interest in those amounts as they are paid to the Client or, at the election of the Client, based upon the present value of the amount of money that is to be paid to the Client over time. If the Client chooses to waive any such future payments, it will pay the Law Firm an amount equal to the Law Firm’s interest in those payments as they otherwise would have been made to the Client. The Parties agree that the License Proceeds shall include the full fair market value of any non-monetary proceeds. License Proceeds shall not be reduced by any cross-license, cross-action, setoff or other payment by Client, which shall be the sole responsibility of Client.

3(a)1.B Twenty-one percent (21%) of all “Litigation Proceeds.” The Parties agree that the term Litigation Proceeds includes any amount of money that is to be paid out to the Client over any period of time as a proximate result of any Lawsuit. The Law Firm will receive its percentage interest in those amounts as they are paid to the Client or, at the election of the Client, based upon the present value of the amount of money that is to be paid to the Client over time. If the Client chooses to waive any such future payments, it will pay the Law Firm an amount equal to the Law Firm’s interest in those payments as they otherwise would have been made to the Client. The Parties agree that the Lawsuit Proceeds shall include the full fair market value of any non-monetary relief obtained or received directly by the Client or any related entity as a proximate result of any Lawsuit, such as injunctive relief.

The Law Firm’s contingent fees based on License Proceeds and Litigation Proceeds shall collectively be referred to herein as the “Contingent Attorneys’ Fees.”

3(b) The Client shall pay the Contingent Attorneys’ Fees to the Law Firm quarterly, on or before the 10^th day of each succeeding calendar quarter. With each such lump sum payment, the Client shall provide the Law Firm with a (i) detailed accounting of all License Proceeds and Litigation Proceeds received by the Client during the immediately preceding calendar quarter, and (ii) a calculation of the quarterly lump sum amount being tendered to the Law Firm. The Law Firm shall have 30 days following its receipt of each quarterly payment and the accompanying detail within which to verify and/or object to the Client’s calculation of the quarterly payment amount. If the Law Firm fails to object to any quarterly calculation within such 30 day period, the calculation and the payment received shall, absent fraud by the Client, be deemed to have been accepted by the Law Firm and shall be final.

3(c) Anything herein to the contrary notwithstanding, the Law Firm shall not be entitled to receive, and the Client shall not be required to pay the Law Firm, any Contingent Attorneys’ Fees under paragraph 3(a) above or otherwise out of or with respect to the first $6 million of “Gross Recoveries” received by the Client on or after October 27, 2004, in recognition of Client’s existing obligations under that certain Resolution Agreement, dated December 22, 2004 (the date on which the Law Firm first becomes entitled to receive any Contingent Attorneys’ Fees in accordance with this paragraph 3(c), whether or not the Law Firm actually receives any Contingent Attorneys’ Fees on such date, shall hereinafter be referred to as the “Contingent Fee Start Date”).

4 Additional Hourly Rate Compensation the Law Firm. In addition to the Contingent Attorneys’ Fees, the Client shall also compensate the Law Firm for services rendered hereunder by paying the Law Firm fifty-percent (50%) of the firm’s reasonable attorneys’ fees based upon its standard hourly rates applicable at the time incurred. The Law Firm will provide the Client with a statement for such reasonable attorneys’ fees each month reflecting the time spent by the Law Firm pursuant hereto. The Client shall pay the Law Firm’s statement for such reasonable attorneys’ fees within 30 days of receipt of the statement.

5 Client Payment of Enforcement Expenses. For purposes hereof, “Enforcement Expenses” shall mean those third-party expenses reasonably incurred by Law Firm on the Client’s behalf hereunder, including but not limited to, travel