GOOGLE INC. PROMOTION AND DISTRIBUTION AGREEMENT

Exhibit 10.27

***Text Omitted and Filed Separately

CONFIDENTIAL TREATMENT REQUESTED

UNDER 17 C.F.R. §§ 200.80(b)(4) AND 240.24b-2

GOOGLE INC.

PROMOTION AND DISTRIBUTION AGREEMENT

This Google Inc. Promotion and Distribution Agreement, including all exhibits hereto, (collectively referred to as the “ Agreement ”), effective as of March 1, 2009 (the “ Effective Date ”), is made by and between DivX, Inc., with offices at 4780 Eastgate Mall, San Diego, CA 92121 (“ Distributor ”), and Google Inc., with offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (which, with its affiliates, shall be referred to herein as “ Google ”).

SECTION 1. DEFINITIONS

The following capitalized terms shall have the meanings set forth below:

1.1 “ Bundle ” means the Products bundled with the Distributor App(s).

1.2 “ Distributor App(s) ” means the following Distributor software: [ *** ].

1.3 [ *** ].

1.4 [ *** ].

1.5 “ End User ” means an end user customer of Distributor.

1.6 “ End User License Agreement ” or “ EULA ” means the end user license agreement applicable to a Product, which such end user license agreement may be updated or modified by Google in its sole discretion from time to time.

1.7 “ Google Criteria Checker ” means a set of software routines provided to Distributor by Google, as part of a software library, that determine if the Products can be installed on an End User’s system. The Google Criteria Checker checks, with respect to the Chrome Browser, include:

• [ *** ]

Google may change the Google Criteria Checker for any Product at any time. The Google Criteria Checker will not [ *** ].

1.8 “ Google Trademarks ” means all names, trade names, trademarks, and logos used by Google in connection with the Products.

1.9 “ Products ” means the following products, along with their associated definitions:

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1.10 “ Segment ” means each level of breakdown of the payments set forth in Exhibit C (e.g., country and tier).

1.11 “ Successful Chrome Activation ” occurs when each of the following has occurred, [ *** ], as determined [ *** ] by Google and based on the communication between a Chrome Browser (obtained as part of a Bundle) and a Google server following installation of Chrome Browser via a Bundle, and provided [ *** ]: (a) [ *** ].

1.12 “ Successful Toolbar Activation ” means the communication between a Google Toolbar (obtained as part of a Bundle) and a Google server that occurs [ *** ], as determined [ *** ] by Google. Distributor acknowledges, and will cooperate with Google to ensure, that Successful Toolbar Activations: (a) [ *** ]; (b) [ *** ].

1.13 “ Territory ” means those countries listed in Exhibit C for each Product.

1.14 “ Trademarks ” means the Google Trademarks.

SECTION 2. LICENSE GRANTS AND RESTRICTIONS

2.1 Products License Grant. Subject to the terms and conditions of this Agreement, Google hereby grants to Distributor a royalty-free, nontransferable, nonsublicensable, nonexclusive license during the Term to: (a) reproduce, the Products to the extent necessary to exercise the right granted in the following (b); (b) bundle the Products, in machine-readable binary code format only, solely with Distributor App(s); and (c) distribute Bundles directly ([ *** ]) to End Users in the Territory.

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2.2 [ *** ] Distribution. Distributor shall have the right to offer or distribute Bundles [ *** ] directly to End Users ([ *** ]); provided, however, that (a) in connection with any and all such offers or distributions, Distributor shall, [ *** ], distribute Bundles in a manner that is [ *** ] this Agreement, and (b) Google in its sole discretion shall have the right to direct Distributor to cease offers or distributions of Bundles [ *** ] would either (1) harm or devalue Google’s business, brand or name, or (2) violate Google’s privacy policy, and [ *** ]. For the avoidance of doubt, in no event shall any [ *** ] have the right to bundle [ *** ] in or with Bundles without Google’s prior written approval.

2.3 License Grant Restrictions. Distributor shall not, and shall not allow any third party to: (i) disassemble, de-compile or otherwise reverse engineer the Products or otherwise attempt to learn the source code or algorithms underlying the Products; (ii) create derivative works from or based on the Products; (iii) except as expressly set forth in this Agreement, provide, sell, license, distribute, lease, lend, or disclose the Products to any third party; (iv) use the Products for timeshare, service bureau, or other unauthorized purposes; or (v) exceed the scope of any license granted to Distributor hereunder.

2.4 Trademark License and Use. Subject to the terms and conditions of this Agreement, Google hereby grants to Distributor a limited, non-exclusive, non-transferable, nonsublicensable, royalty-free license during the Term to use the Google Trademarks, in accordance with Google’s trademark usage guidelines, solely to market and promote the Products consistent with this Agreement, provided that all use of the Google Trademarks shall be subject to Google’s prior review and advance written consent, which may include email consent. All uses of the Google Trademarks, and all goodwill associated therewith, shall inure solely to the benefit of Google. Distributor acknowledges that the Google Trademarks are owned solely by Google.

2.5 Trademark Restrictions. Distributor shall not remove, modify, adapt, or prepare derivative works of any Trademarks, Google copyright notices, or other Google proprietary rights notices.

SECTION 3. DISTRIBUTION AND OTHER OBLIGATIONS

3.1 Delivery. Distributor acknowledges that Google has delivered the Products to Distributor as of the Effective Date.

3.2 Form of Distribution Offering. The form of any offering of the Products by Distributor shall be materially as set forth in Exhibit A of this Agreement, as may be updated from time to time upon mutual written approval (such written approval may be obtained via email). Except as set forth in Section 2.2 of this Agreement and except for distribution to End Users as expressly set forth in this Agreement, Distributor shall not offer or distribute the Products to any third party. Upon successful installation of the Chrome Browser on an End User’s computer, Distributor will [ *** ] the Chrome Browser [ *** ].

3.3 Guidelines for Applications. Distributor agrees that it will comply, [ *** ], with the Guidelines for Applications set forth in Exhibit B attached hereto.

3.4 Launch. Distributor will begin distribution of Bundles in accordance with this Agreement (“ Launch ”) within [ *** ] following the Effective Date (the date of such Launch, the “ Launch Date ”), provided however, Launch of Bundles containing the Google Toolbar will be [ *** ] at any time during the Term. Subject to the foregoing, beginning on the Launch Date and continuing throughout the Term, Distributor shall ensure that every Distributor App distributed by or on behalf of Distributor is [ *** ] as set forth in this Agreement. After Launch,

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Distributor will implement any updated Chrome Browser Installer(s), or Google Toolbar Installer(s) in the event Distributor elects to distribute Google Toolbar, within [ *** ] of receipt of such build(s) from Google.

3.5 Exclusivity. During the Term (a) Distributor will not [ *** ] other than the Products; and, (b) Distributor agrees that [ *** ] will be bundled with Distributor Apps, except (i) in the event the Google Criteria Checker determines that no [ *** ], each in their respective Territory, can be made to a particular End User, then Distributor may offer a [ *** ] which is not a [ *** ] to such End User; or (ii) that Distributor Apps downloaded by End Users for the [ *** ] may be distributed with a [ *** ], provided that such [ *** ].

3.6 End User License Agreement. In connection with Distributor’s distribution of the Products under this Agreement, and before any such Products can be installed by an End User, Distributor shall provide each End User with (i) a clear statement inviting the End User to agree to the terms of the applicable EULA, (ii) the opportunity for each End User to review such EULA via a hyperlink to such EULA, and (iii) a button on which each End User may click indicating agreement to the terms of such EULA. In the event that an End User does not affirmatively agree to install some or all of the Products, by clicking on the button to agree to the terms of the applicable EULA, then the Products shall not be installed on such End User’s computer.

3.7 Accurate Reproduction. Distributor agrees that in connection with its exercise of the right granted in Section 2.1 of this Agreement it will accurately reproduce the Products and will not insert into the Products any viruses, worms, date bombs, time bombs, or other code that is specifically designed to cause the Products to cease operating, or to damage, interrupt, or interfere with any Products or End User data.

3.8 Obligation to Maintain. During the Term and for a period of [ *** ] following the expiration or termination of this Agreement, Distributor will not, and will not engage any third party to: (1) [ *** ] that have been installed by End Users (such End Users, “ Installed Base End Users ”) in connection with this Agreement; or, (2) [ *** ].

3.9 Reporting.

a) By Distributor. During the Term, Distributor shall on a [ *** ] basis provide Google with a [ *** ] (i) [ *** ], and (ii) [ *** ].

b) By Google. During the Term, Google shall on a [ *** ] basis provide Distributor with the [ *** ]. Upon written request during the Term, Google will make available to Distributor a [ *** ].

SECTION 4. PAYMENT; PAYMENT TERMS

4.1 Payments. During the Term, on a calendar monthly basis, commencing with the first full calendar month in which Bundles are distributed, Google shall pay to Distributor the applicable payment set forth in Exhibit C for each Successful Chrome Activation and Successful Toolbar Activation. For the purposes of calculating the applicable payment set forth in Exhibit C , Google will use the [ *** ]

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[ *** ] (or similar means) that download the Chrome Browser or Google Toolbar to determine the [ *** ]. Google shall make its first monthly payment in the month following the first full calendar month in which Bundles are distributed (provided that such payment shall include payment for each Successful Chrome Activation and Successful Toolbar Activation that occurred during any partial month prior to the first full calendar month in which Bundles were distributed). Notwithstanding the first sentence of this Section 4.1, in no event will the sum of monthly payments to Distributor for Successful Chrome Activations and Successful Toolbar Activation in [ *** ] exceed [ *** ] of the total payment to Distributor for such month.

4.2 Impacts on Payments; Termination. In accordance with [ *** ], Google may make changes to the [ *** ].

a) In the event Google [ *** ] and [ *** ] solely causes a materially adverse effect on the Payments received by Distributor for the Chrome Browser, Distributor will notify Google of such change during the [ *** ] period following receipt of the affected Payment and Google may, [ *** ], within [ *** ] of receipt of such notice either [ *** ] else Distributor may terminate this Agreement immediately upon notice at the conclusion of this [ *** ] period. For the purposes of this Section 4.2(a) “materially adverse effect” means a negative change of at least [ *** ] in any [ *** ] following the implementation of a change to the [ *** ] when compared with the average [ *** ] Payments for the period of time equal to the [ *** ] immediately preceding the implementation of a change to the [ *** ].

b) In the event Google [ *** ] and [ *** ] solely causes a materially adverse impact to the Payments received by Distributor for the Chrome Browser, Distributor will notify Google of such change during the [ *** ] period following receipt of the affected Payment and Google may, [ *** ], within [ *** ] of receipt of such notice either [ *** ] else Distributor may terminate this Agreement immediately upon notice at the conclusion of this [ *** ] period. For the purposes of this Section 4.2(b) “materially adverse impact” means a negative change of at least [ *** ] in any [ *** ] following the implementation of a [ *** ] when compared to the average [ *** ] Payments for the period of time equal to the [ *** ] immediately preceding the implementation of a [ *** ].

c) In addition to the foregoing subsections (a) and (b) above, in the event Google [ *** ] and the sum of [ *** ] solely results in a negative change to the Payments received by Distributor of at least [ *** ] in any [ *** ] when compared with the average [ *** ] Payments for the period of time equal to the [ *** ] immediately preceding the implementation of a [ *** ], then Distributor will notify Google of such change during the [ *** ] period following receipt of the affected Payment and Google may, [ *** ], within [ *** ] of receipt of such notice [ *** ] else Distributor may terminate this Agreement immediately upon notice at the conclusion of this [ *** ] cure period.

4.3 Maximum Distribution Commitment. Notwithstanding anything to the contrary, in no event shall any payments for Successful Chrome Activations and Successful Toolbar Activations be owed, due or payable to Distributor in excess of [ *** ] (“ Maximum Distribution Commitment ”) for the Initial Term. Google shall have the right, [ *** ], to increase the Maximum Distribution Commitment by providing written notice thereof to Distributor no later than [ *** ] prior to the end of the Initial Term or any Renewal Term. For purposes of clarification, the foregoing sentence shall not relieve Google of any payment obligations that have accrued prior to the achievement of the Maximum Distribution Commitment.

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4.4 Payment Terms. All payments under this Agreement shall be made within [ *** ] following the last day of the calendar month for which the payments are applicable.

4.5 Taxes. All payments under this Agreement are exclusive of taxes imposed by any governmental entity. Distributor shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to the transactions under this Agreement, including penalties and interest, but specifically excluding taxes based upon Google’s net income. When Google has the legal obligation to collect any applicable taxes, the appropriate amount shall be invoiced to and paid by Distributor “net [ *** ]” from the date of invoice or other notification. Distributor shall promptly provide to Google: (i) original or certified copies of all tax payments or other sufficient evidence of tax payments at the time such payments are made by Distributor pursuant to this Agreement; or (ii) a valid certificate of Distributor’s exemption from obligation to pay such taxes as authorized by the appropriate taxing authority.

4.6 Bank Charges. The party receiving payment will be responsible for any bank charges assessed by the recipient’s bank.

SECTION 5. TERM AND TERMINATION

5.1 Term. The te