PATENT LICENSE AGREEMENT

or claiming priority, directly or indirectly, to a patent or patent application having an effective filing date prior to the Futures Date; and

(b)           under which patents or the patent applications therefor Digimarc or any of its Subsidiaries has as of the Effective Date, or thereafter obtains, the right to grant a license to Nielsen within the scope granted herein, without such grant or the exercise of rights thereunder resulting in the payment of royalties or other consideration by Digimarc or its Subsidiaries to third parties (except for payments among Digimarc and its Subsidiaries, and payments to third parties for inventions made by said third parties while employed by Digimarc or any of its Subsidiaries).

Digimarc Patents shall include (other than the Excluded Patents) all patent applications throughout the world (including all provisional applications, priority, continuations, divisionals, continuations-in-part and counterparts thereof) entitled to either an effective filing date prior to the Futures Date, or claiming priority, directly or indirectly, to a patent or patent application having an effective filing date prior to the Futures Date, that satisfy part (b) of this definition, and all patents issuing therefrom (including extensions, reissues, re-examinations, substitutions, renewals or equivalents of any of the foregoing), and moral and economic rights of inventors in any of the foregoing.

“Effective Date” of this Agreement is July 1, 2009.

“Excluded Patents” means those Digimarc patents listed in Exhibit A attached hereto.

“Futures Date” is [**].

“Nielsen Business” means the [**].

“Sale”, “sell”, “offer for sale” “offer to sell”, “other transfer”, “otherwise transfer” and other forms of such terms with respect to copyrightable materials, such as software products, shall mean the granting of licenses to use such copyrightable materials.

“Subsidiary” shall mean any corporation, partnership or other entity (“Entity”) in which Digimarc, The Nielsen Company (US), LLC or The Nielsen Company, B.V. now or hereafter holds, directly or indirectly, ownership of, or the right to vote on behalf of, more than forty percent (40%) of its voting stock or other voting equity or ownership interests, for so long as such ownership or right to vote exists (excluding the companies being formed under separate Agreements of Newco 1 LLC and Newco 2 LLC).  An Entity in which Digimarc, The Nielsen Company (US), LLC or The Nielsen Company, B.V. owns more than forty percent (40%) of its voting stock or other voting equity interests but less than a majority of the voting stock or other voting equity interests, is not considered a Subsidiary under this definition unless that Entity agrees in a writing to be bound to all applicable provisions of this Agreement.

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2.             License and [**].

2.1           Grant to Nielsen .  Subject to the terms and conditions of this Agreement, Digimarc on behalf of itself and its Subsidiaries (hereinafter referred to as “Grantor”) hereby grants to Nielsen, its Subsidiaries and Affiliates (hereinafter individually or collectively referred to, as the context indicates, as “Grantee”) as of the Effective Date, a worldwide, non-exclusive, [**], [**] ([**] as set forth in [**]), irrevocable (except as set forth in Section 5.4) license under the Digimarc Patents to:

(a)  make (including the right to use one or more apparatus and practice one or more methods in making), use (including to provide one or more services and practice one or more methods), have used, import, have imported, offer to sell, sell, lease, license and otherwise transfer Grantee product and/or service(s) or any combinations of, enhancements, improvements or other modifications to such Grantee product or services within the field of the Nielsen Business; and

(b) have Grantee product and/or services made (including to have practiced one or more methods for Grantee and have one or more services provided to or for Grantee) by a third party for the use, importation, offer for sale, sale, lease, license, and/or other transfer of such Grantee products and services or any combinations of, enhancements, improvements or other modifications to such Grantee product or services within the field of the Nielsen Business.

2.2           [**].  Grantor irrevocably [**] Grantee and its and their respective customers [**], [**], [**] licensed under this Agreement.  The [**] under this Section 2.2 shall be effective as of the date provided in Section 4.2.

2.3           In the event that Grantor does not have the right to grant a license under any particular Digimarc Patent of the scope set forth in this Section 2, then the license granted herein under said Digimarc Patent shall be of the broadest scope which Grantor has the right to grant within the scope set forth above.

2.4           This license [**] to Nielsen is subject to previously exclusively licensed patent grants by Digimarc limited to the following fields of use, which are not licensed to Nielsen [**] the same:

2.4.1        domestic or international: driver licenses, passports, national, federal, state or local government identity cards and any other national, federal, state or local government issued credentials; and

2.4.2        deterring the unauthorized digital reproduction of banknotes.

2.5           No implied licenses .  Nothing contained in this Agreement will be construed as conferring by implication, estoppel or otherwise, any license or other right under any patent rights or other industrial or intellectual property rights of either Party, except for the license expressly granted herein.

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2.6           If a third party has the right to grant licenses under one or more patents to Nielsen (as a “Licensee”) within the field of the Nielsen Business with the consent of Digimarc hereto, Digimarc shall provide said third party with any consent required to enable said third party to license said Licensee on whatever terms such third party may deem appropriate.  Digimarc hereby waives any right it may have to receive royalties or other consideration from said third party as a result of said third party’s so licensing said Licensee within the scope of the license granted under this Agreement.

3.             Consideration.

3.1           Consideration Exchanged.   The consideration for the patent license [**] in this Agreement includes: (i) the agreement by Nielsen to pay to Digimarc a total of eighteen million seven hundred fifty thousand United States dollars (US$18,750,000.00) in Section 3.2; (ii) Nielsen’s [**] as set forth in the [**] of [**] and [**]; (iii) the minimum service fees to be paid to Digimarc under the Agreements of Newco 1 LLC and Newco 2 LLC; and (iv) the consideration paid by Nielsen to Digimarc under the Prior Agreement.

3.2            Royalties.   Nielsen shall pay to Digimarc eighteen million seven hundred fifty thousand United States dollars (US$18,750,000.00) in royalties with payment spread out as follows:

2009 (remaining):  Two million United States dollars (US$2,000,000.00);

2010:  Three Million Six Hundred Thousand United States dollars (US$3,600,000.00);

2011:  Four Million United States dollars (US$4,000,000.00);

2012:  Four Million United States dollars (US$4,000,000.00);

2013:  Four Million United States dollars (US$4,000,000.00); and

2014:  One Million One Hundred Fifty Thousand United States dollars (US$1,150,000.00).

3.3           Royalty Payment Schedule.   The payments for 2009 shall be $1 million due by July 10, 2009, and $1 million due by October 1, 2009.   The payments for 2010 shall be in quarterly installments of $900,000 due by the first business day of each calendar quarter.  The payments for 2011-13 shall be in quarterly installments of $1M due by the first business day of each calendar quarter.  The $1.15 million payment for 2014 shall be due by January 2, 2014.

3.4           Overdue Amounts.   Digimarc can terminate this Agreement for overdue payment obligations of Nielsen, subject to the Breach and cure provisions of Section 5.2 and 5.3.  In addition, Digimarc will be entitled to charge, and Nielsen will pay, interest on any overdue amounts or underpayments under this Agreement at the rate of one percent (1%) per month (or part thereof), or at such lower rate as may be the maximum rate allowed under applicable law.

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4.             Term.

4.1           Agreement.   The term of this Agreement and the term of the license granted herein shall commence on the Effective Date and continue until the expiration of the last to expire of the Digimarc Patents licensed hereunder, unless earlier terminated in accordance with this Agreement.

4.2           [**].  The [**] granted by Digimarc to Nielsen under Section 2.2 of this Agreement is effective upon [**].  Once effective, such [**] is irrevocable and will survive any termination or expiration of this Agreement or any termination or expiration [**] under this Agreement.

5.             Termination and Remedies.

5.1           Responsibility for Performance .  The Nielsen Company (US), LLC shall be solely responsible for its performance under this Agreement.  A Breach of this Agreement by a Subsidiary or by an Affiliate shall be deemed to be a Breach of this Agreement by The Nielsen Company (US), LLC, except as provided under Section 5.4(i).

5.2           Remedies for Breach .  If either Party materially breaches this Agreement, becomes insolvent or files or has filed against it a petition in bankruptcy (“Breach”) (subject to the cure provisions of Section 5.3), the non-Breaching Party may, in addition to other remedies at law and in equity, terminate this Agreement to the extent permitted by law.

5.3           Cure .       Prior to terminating this Agreement for Breach, the Party not in Breach must first give the Party in Breach written notice specifying in detail the alleged Breach.  Such termination will be effective seventy five (75) days after such written notice (the “Notice/Cure Period”) if the Breach remains uncured.

5.4           Termination by Digimarc .  Subject to Section 5.3, Digimarc can terminate this Agreement, including the license granted under this Agreement: (i) as to the Nielsen Company (US), LLC, The Nielsen Company, B.V. or any one or more applicable Nielsen Affiliates or Nielsen Subsidiaries licensed under this Agreement that files an action challenging the validity or enforceability of any Digimarc Patent licensed hereunder; except as a defense or counterclaim (including a declaratory judgment action) to a threat of, or an action for, infringement brought by Digimarc or its ass